GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
determine that the proposed transaction is not in the best interests of the company. Sector-specific regulatory regimes also exist, under which relevant authorities review and approve merg - ers and acquisitions within their respective industries. For example: • Telecommunications – the National Communica - tions Authority, exercising powers conferred under the Electronic Communications Act (ECA), declared MTN Ghana a Significant Market Power operator on the basis that it had become overly dominant in the telecommunications market. This declaration enabled the regulator to impose limits on certain pricing practices, including interconnection rates and on net and off net pricing parity, in order to enable smaller operators to compete. In addition, the regulator approves MTN’s tariff proposals to prevent the company from obtaining an unfair competitive advantage in the market. • Mining – in 2025, AngloGold Ashanti and Gold Fields proposed to merge their Tarkwa and Iduapri - em mines into a single operation. This transaction was halted due to the absence of final approvals from the relevant regulatory bodies. • Financial Services and Mobile Money – the Bank of Ghana has taken several regulatory actions in relation to MTN Mobile Money. Under the Payment Systems and Services Act, 2019, the Bank of Gha - na mandates a minimum of thirty percent Ghanaian ownership of all payment service providers oper - ating in the country. As a result, MTN Ghana was required to restructure its mobile money business to comply with this regulatory directive. In addition to sector-specific regulation, some gen - eral legislation addresses aspects of competition and market dominance. • The Protection Against Unfair Competition Act, 2000 (Act 859) prohibits dishonest commercial practices that result in abuse of dominance, market distortion, or the unfair exclusion of competitors. • The National Petroleum Authority Act, 2021 (Act 1061) mandates the National Petroleum Authority to promote fair competition and prevent monopo -
listic practices in the downstream petroleum sec - tor. • The Insurance Act, 2021 requires regulatory approval for mergers and acquisitions in the insur - ance sector, with regulators considering factors such as market concentration and the protection of policyholders. • The Banks and Specialised Deposit Taking Institu - tions Act, 2016 (Act 930) requires prior approval from the Bank of Ghana for mergers, acquisi - tions, or significant changes in shareholding. This approval process includes an assessment of mar - ket concentration and overall financial stability. 2.5 Labour Law Regulations The primary legislation governing labour relations in Ghana is the Labour Act, 2003 (Act 651) and the Legislative Instrument made thereunder, namely the Labour Regulations, 2003 (LI 1833). All acquiring com - panies are required to comply with these laws. Relevant provisions include the following. Compensation for Redundancy Compensation for redundancy arises where: • a company closes down or undergoes an arrange - ment or amalgamation that severs the legal employment relationship that existed immediately before the closure, arrangement, or amalgamation; and • as a result of, and in addition to, the severance, the employee becomes unemployed or suffers a diminution in their terms and conditions of employ - ment. Consultation There are no express labour laws that generally require employee consultation in private M&A trans - actions. However, where an employer contemplates significant changes in the organisation, structure, pro - grammes, or technology of a business that may result in job losses, the employer is required to consult with the relevant trade union. This consultation must be undertaken with a view to minimising job losses and mitigating any adverse effects on affected employees.
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