ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
od. The CTC prohibited the merger, citing concerns about market concentration, and imposed a penalty of ZWL40.5 million on Innscor. The company chal - lenged the decision, but the Supreme Court upheld the penalty and ordered Innscor to divest its interest in Profeeds. This decision highlights the importance of promoting competition and preventing monopolistic tendencies in the market. Closely connected to this compliance first trajectory is the Supreme Court’s earlier reasoning in Ariston Hold - ings Limited v The Competition and Tariff Commis - sion of Zimbabwe (SC 83/20), which remains central to how parties allocate regulatory risk in transaction documentation. In the absence of a statutory defini - tion of “a party to a merger” under the Competition Act, the Court confirmed that both the acquirer and the party divesting control may be jointly responsible for notification where thresholds are met – thereby widening the pool of entities exposed to non-notifi - cation penalties and making “regulatory cooperation” covenants more than boilerplate. Notably, the Supreme Court recommended that the legislature consider amending the Act to incorporate a definition of “a party to a merger”, analogous to the provision contained in South Africa’s Competition Act. Such an amendment would provide much-needed clarity and potentially reduce the likelihood of future litigation on this matter. Legal Developments in the M&A and Competition Field in General The following developments are the most significant. • As noted in the foregoing, SI 215 of 2025 were gazetted and came into operation on 11 December 2025. The Regulations provide, inter alia, that: (a) any foreign national seeking to participate in a reserved sector of the economy is required to apply to the minister (through the relevant unit) for a permit; (b) foreign businesses that were already operating in a reserved sector before the gazetting of the Regulations are afforded 30 days within which to submit their regularisation plans; and (c) foreign nationals operating in a reserved sector are required, within a period of three years,
to divest a minimum of 75% of their equity to Zimbabwean citizens. • The Securities and Exchange (Self-Listings Rules for Exchanges) (Amendment) Rules, 2025 (No 1) have been gazetted. The amendments broaden the definition of “associate” to capture entities that, whether alone or together with associates or other persons, exercise significant ownership or control over a securities exchange. Further, Section 3 (1) has been revised to clarify that, where a securities exchange seeks to list on its own exchange or on another exchange that is its associate (or where an associate seeks to list on an exchange that is its associate), the Securities and Exchange Commis - sion of Zimbabwe will, for purposes of compliance with the governing statute, adopt the applicable rules and exercise the relevant functions of the exchange in relation to that listing, thereby ensur - ing regulatory oversight and compliance with the law. • The COMESA Council of Ministers has approved the COMESA Competition and Consumer Protec - tion Regulations, 2025 (together with the accompa - nying Rules), which repeal and replace the COME - SA Competition Regulations, 2004 and materially re-set the regional framework applicable across the Common Market. The reforms are accompanied by an institutional reconfiguration of the enforce - ment authority – now operating as the COMESA Competition and Consumer Commission (CCCC) – and materially expand the Commission’s remit and enforcement architecture, thereby raising compli - ance expectations for undertakings with cross- border activities in COMESA member states. The 2025 regime introduced a fully suspensory merg - er control system requiring clearance prior to imple - mentation, updated jurisdictional thresholds (includ - ing specific treatment of greenfield joint ventures and digital-market transactions) and limited scope for derogations. In parallel, the Regulations: • broaden substantive prohibitions (including per se restrictions for specified vertical restraints, a revised approach to dominance based on econom - ic strength and a prohibition on abuse of economic dependence);
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