ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
• provide for the prevention and control of restrictive practices, the regulation of mergers, the prevention and control of monopoly situations and the prohibi - tion of unfair trade practices; and • provide for matters connected with or incidental to the foregoing. In terms of Section 34 of the Competition Act, read with the Competition (Notification of Mergers) Regula - tions, mergers are notifiable where: • the merging parties’ combined annual turnover in or from Zimbabwe is valued at or more than USD1.2 million; or • the merging parties’ combined assets in the Zim - babwean party are valued at or more than USD1.2 million. The annual turnover is calculated in terms of interna - tional accounting standards and based on the state - ment of comprehensive income for the preceding financial year. Details of the methods of calculation of turnover and assets are provided in the Competition (Notification of Mergers) Regulations, 2020, Statutory Instrument 126 of 2020, read with the Competition (Notification of Mergers) (Amendment) Regulations, 2022 (No 1). Noteworthy regulations enacted under this Act include the following. • The Competition (Notification of Mergers) Regula - tions, 2020, Statutory Instrument 126 of 2020 and Competition (Notification of Mergers) (Amendment) Regulations, 2022 (No 1) which provide the thresh - old of a notifiable merger. • The Competition (Advisory Opinion) Regulations, 2020, Statutory Instrument 125 of 2020, pertaining to the non-binding interpretation of provisions of the Act by the Competition and Tariff Commission, provide for how parties can apply to the commis - sion for such opinions, the fees involved and the form that the application should take. • The Competition (Anti-Dumping and Countervail - ing Duty) (Investigation) Regulations, 2002, Statu - tory Instrument 266 of 2002, govern the imposition of countervailing and anti-dumping duties on any
“subject” imported into Zimbabwe and the initia - tion, suspension and termination of countervailing and anti-dumping duty investigations and matters incidental thereto. 2.5 Labour Law Regulations Acquirers should be primarily concerned with the Labour Act (Chapter 28:01) and sector-specific col - lective bargaining agreements, which have the force of law. Upon acquiring an entity, the acquirer has an obligation to continue the employment of all the employees of the undertaking in question without any adverse variation of their rights. This entails that the employees are automatically transferred together with the undertaking, unless agreed otherwise with the employees. The law does not provide for summary dismissal of employees except for misconduct after conducting a disciplinary hearing. Employees who are made redundant must be retrenched and paid a severance package. The prescribed minimum is one month’s salary for every year served. 2.6 National Security Review Currently, there is no overt national security review of acquisitions in Zimbabwe. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Litigation directly arising from M&A activity remains relatively infrequent in Zimbabwe, but the Supreme Court’s intervention in merger control continued to shape market practice and regulator behaviour well into 2025 – and this is unlikely to change in 2026. In October 2024, the apex appellate court overturned a merger between Innscor Africa Limited and its asso - ciated companies, citing concerns about excessive market power concentration in the stock feed indus - try. The Court deemed the merger contrary to public interest, as it would have led to a significant concen - tration of market power in the stock feed industry. Innscor Africa Limited, through its subsidiary Ashram Investments, had acquired a 49% stake in Profeeds, a stock feed manufacturer. However, the companies failed to notify the CTC within the required 30-day peri -
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