NIGERIA LAW AND PRACTICE Contributed by: Chinyerugo Ugoji, Tiwalola Osazuwa, Rebecca Ebokpo, Jibrin Dasun, Peretimi Akinmodun, Onyinyechi Chima and Princess Otah, ǼLEX
A 50% tariff reduction on goods traded with the least developed African countries is expected to take effect by the end of 2025, followed by a 10% annual reduction thereafter. For trade with other African developing countries, Nigeria has the flexibility to eliminate tariffs completely, with a 20% annual reduction.
The provisions of the FCCPA apply to all under - takings and all commercial activities within, or having effect within, Nigeria. They also apply to conduct outside Nigeria by any person in rela - tion to the acquisition of shares or other assets outside Nigeria resulting in the change of control of a business, part of a business or any asset of a business in Nigeria. In essence, any foreign-to- foreign merger that results in a change of con - trol of a Nigerian business will come under the FCCPC’s regulatory purview. A merger occurs where there is direct or indi - rect control over the whole or part of the busi - ness of another undertaking. It may be achieved through: • the purchase or lease of shares, an interest or assets; • an amalgamation or other combination; or • a joint venture. Under the FCCPA, an undertaking is deemed to have control over the business of another if: • it beneficially owns more than half of the issued share capital or assets of the under - taking; • it is entitled to cast a majority vote or can control the voting of a majority at a general meeting; • it can appoint or veto the appointment of a majority of the directors; • it is a holding company and the undertaking is its subsidiary; and • it has the ability to materially influence the policy of an undertaking. The FCCPC must be notified of a merger before implementation if the following occurs in the financial year preceding the merger:
6. Competition Law 6.1 Merger Control Notification
The legal framework for merger control in Nigeria is primarily set out in the following legislation: • the Federal Competition and Consumer Pro - tection Act 2018 (FCCPA); • the Merger Review Regulations 2020; • the Merger Review (Amended) Regulations 2021; • the Merger Review Guidelines 2020; • the Notice of Threshold for Merger Notifica - tion 2019; • the Notice in respect of Indicative Timeframes for Merger Notification and Review Process 2020; and • the Federal Competition and Consumer Pro - tection Commission (Administrative Penalties) Regulations, 2020. In addition to the general framework under the FCCPA, sector-specific legislation and regula - tory approvals may be required where the parties operate in regulated industries, such as banking, insurance, telecommunications, or oil and gas. Pursuant to the FCCPA, any merger or acquisi - tion that results in a change of control of a busi - ness in Nigeria and meets the notification thresh - old will come under the regulatory purview of the Federal Competition and Consumer Protection Commission (FCCPC).
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