NIGERIA Trends and Developments Contributed by: Chiagozie Hilary-Nwokonko and Chukwuyere Ebere Izuogu, Streamsowers & Köhn
Filing Fees for Merger Notifications in Nigeria Under the Merger Review (Amended) Regula - tions 2021, filing fees are payable with respect to merger notifications. The applicable fee is cal - culated as a percentage of the higher of: • the consideration payable for the transaction; or • the combined turnover of the merging entities in the preceding financial year. The prescribed fee structure is as follows: • 0.45% of the first NGN500 million; • 0.45% of the next NGN500 million; and • 0.35% of any amount above NGN1 billion. For mergers involving foreign entities with a Nigerian component, the relevant turnover for determining the applicable fee is the turnover attributable to the business conducted by or through the local component in Nigeria. However, in certain instances – particularly in foreign-to-foreign mergers with a nexus to Nige - ria – a strict application of this fee structure may result in disproportionately high filing fees. This has raised concerns among transaction parties, who argue that the fees far exceed the adminis - trative costs incurred by the FCCPC in conduct - ing the merger review. To this end, stakeholders have repeatedly called for introducing a cap on merger filing fees to ensure proportionality and avoid puni - tive outcomes. The immediate past EVC/CEO of the FCCPC publicly acknowledged the merit of capping the fees and expressed an intention to implement such a cap. However, it remains unclear whether the current EVC/CEO supports or intends to pursue a similar policy direction with respect to capping merger notification fees.
WAS region could not be concluded under the regional framework due to the absence of a duly constituted Council – an essential governance body required for approving notifiable transac - tions. The inauguration of the Council marks a critical step towards the full operationalisation of ERCA’s merger control mandate. Ordinarily, the ECOWAS merger control regime applies to mergers and acquisitions involv - ing undertakings that operate in at least two ECOWAS Member States. Where the acquir - ing undertaking is based outside the ECOWAS region, the regime applies if the target undertak - ing conducts operations in at least two ECOWAS Member States. Importantly, “operations” in this context do not require a physical presence but must demonstrate a substantial nexus to the region. Such nexus may be established through the production, supply, distribution, or purchase of goods or services within the ECOWAS Com - munity. Given Nigeria’s strategic role within ECOWAS, a key point of legal and policy debate is whether the ECOWAS Regional Competition Authority (ERCA) is intended to function as a one-stop notification platform for mergers with a nexus to Nigeria, thereby eliminating the need for parallel notification to the FCCPC. Current indications suggest that discussions are ongoing between ERCA and National Competition Authorities (NCAs) regarding the coordination of the merger review processes in the ECOWAS region. The objective is to establish clear modalities that pre - vent duplication, particularly in cases where a transaction meets both the jurisdictional thresh - olds of the ECOWAS Common Market and one or more Member States. Until a formal frame - work is adopted, merger parties may remain subject to notification obligations at both the regional and national levels.
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