ZAMBIA Law and Practice Contributed by: Emmanuel Manda, Simon Kapampa, Innocent Mung’omba and Kaluwe Libeleki, Musa Dudhia & Co.
vices of any description in a relevant market in Zambia; or (ii) a vertical agreement that individually supply or acquire, at either one of the two levels of the market that are linked by the agreement, 30% or more of goods or services of any description in a relevant market in Zambia, must apply to the CCPC for authorisation of the horizontal or vertical agreement. • Enterprises must refrain from any act or conduct if, through abuse or acquisition of a dominant posi - tion of market power, the act or conduct limits access to markets or otherwise unduly restrains competition, or has or is likely to have an adverse effect on trade or the economy in general. • Parties to a merger that meets the prescribed threshold must apply to the CCPC for authorisation of the proposed merger. A merger is a notifiable merger under Section 26 (1) and (5) of the Com - petition Act as read together with Regulation 8 of the Competition General Regulations, whenever the combined domestic annual turnover or assets (whichever is greater) of the merging parties to the transaction, in Zambia is ZMW40 million or more (approximately USD2,105,000). A merger may be notifiable to the Common Market for Eastern and Southern Africa (COMESA) Competition and Consumer Commission instead of the CCPC if the merger meets certain criteria which include, inter alia, if (i) at least one of the parties to the proposed transaction operates in two or more COMESA mem - ber states; and (ii) the target entity has operations in one or more COMESA member states. 2.5 Labour Law Regulations In Zambia, acquirers involved in M&A must pay atten - tion to the following key labour laws: • the Employment Code Act No 3 of 2019, which is the Act that regulates the employment of per - sons, provides employment entitlements and other benefits, prohibits discrimination, and provides for employment policies, procedures and codes in an undertaking; • the National Pension Scheme Act No 40 of 1996 as amended by Act No 7 of 2015, which provides for mandatory pension contributions to the National Pension Scheme Authority;
• the National Health Insurance Act No 2 of 2018 as read together with the National Health Insurance (General) Regulations, Statutory Instrument No 63 of 2019, which provides for mandatory health insurance registrations and contributions to the National Health Insurance Management Authority; and • the Workers’ Compensation Act No 10 of 1999, which provides for mandatory social insurance schemes under the Workers’ Compensation Fund Control Board. 2.6 National Security Review Currently, there is no national security review process for acquisitions in Zambia. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments The Minerals Regulation Commission Act, No 14 of 2024 (the “New Minerals Act”), which repealed and replaced the Mines and Minerals Development Act, No 11 of 2015, came into operation in June 2025. Notably, the New Minerals Act has devolved the power to approve the transfer of a “mining right” and mineral processing licence or an interest therein from the Min - ister of Mines to the Minerals Regulation Commission. This is likely to have a positive impact on mergers and acquisitions in the mining sector as applications for approval for transfers of “mining rights” will be pro - cessed faster. 3.2 Significant Changes to Takeover Law There have been no significant changes to takeover laws in the past 12 months and we are not aware of any takeover legislation currently under review that could result in significant changes in the next 12 months. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies While not very common, bidders may build a stake in the target prior to launching an offer. Stakebuilding is usually utilised to enhance the likelihood of a success -
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