UGANDA Trends and Developments Contributed by: Arnold Lule Sekiwano, Ritah Nakalema, Evelyn Maria Nakigudde and Collette Melvina Awano, Engoru, Mutebi Advocates
Sustainability reporting For wider adoption of sustainability reporting, the USE announced in 2025 that it is developing a national guidance framework for listed companies, working with the Institute of Certified Public Accountants of Uganda to prepare for implementation of IFRS Sus - tainability Disclosure Standards, and expanding capacity-building under the USE Academy to help both listed and private institutions strengthen ESG disclosures. The guidelines focus on key ESG met - rics such as carbon footprint, energy efficiency, waste management and governance practices, ultimately to attract more sustainable investment into Uganda’s capital markets. Competition The Competition Act, Cap 66 The enactment of the Competition Act in 2024 intro - duces a structured framework for the oversight of mergers, acquisitions and joint ventures. The Act requires any investor in a merger, acquisi - tion of control, or joint venture to notify the Ministry of Trade, Industry and Cooperatives and obtain prior approval before finalising the transaction. Failure to comply renders the transaction void. The Act estab - lishes timelines for notification, depending on the nature of the transaction, ie: • mergers and amalgamations require notification after the relevant boards have approved the pro - posal; • transactions involving the acquisition of control require notification after the conclusion of negotia - tions for the acquisition agreement; and • for joint ventures, notice is submitted after the execution of the JVA. These align with international best practices in com - petition, where regulatory approvals are incorporated as conditions precedent to closing transactions. How - ever, investors must now factor in the Ministry’s 120- day review period, which, while relatively standard, may introduce additional complexity in time-sensitive transactions. Under the Act, an entity is deemed to acquire “con - trol” if it:
• holds at least 49% of the voting rights in another entity; • can appoint more than half of the board members; or • has the ability to direct the affairs of another entity. This 49% threshold is lower than the conventional 51% threshold in other jurisdictions. Consequently, minority investments that might not typically trigger merger control in other jurisdictions could require approval in Uganda, impacting the parties’ structur - ing considerations. If the Ministry fails to issue a decision within the 120- day period, the transaction is deemed approved, ensuring that regulatory inaction does not unneces - sarily hinder transactions and providing a level of cer - tainty for deal makers. Additionally, the Act allows for conditional approvals, meaning that transactions can proceed subject to specified regulatory commitments, thereby offering flexibility in complex transactions. Competition Regulations 2025 The Competition Regulations 2025 place the admin - istration of the Competition Act under the Ministry of Trade, Industry and Cooperatives, through a seven- member technical committee. The Ministry can inves - tigate alleged anti-competitive practices or agree - ments upon complaint, based on the framework for assessing dominance and abuse, including conduct such as refusal to deal, tying arrangements, predatory pricing, and exclusive supply or distribution agree - ments. The Regulations introduce mandatory merger notifica - tion thresholds, requiring notification where: • the undertakings have a minimum combined turno - ver or assets, whichever is higher, of UGX1 billion and the target’s turnover or assets exceed UGX500 million; • the acquiring undertaking’s turnover or assets exceed UGX10 billion and the parties operate in the same or vertically related markets; • in the carbon-based minerals sector, the reserve value, rights and associated assets exceed UGX10 billion; and
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