FCCPC cautions companies over non-compliance with merger

Nigeria's Federal Competition and Consumer Protection Commission (FCCPC) has escalated its enforcement posture, issuing a formal cautionary statement to corporations, legal advisers, and transaction parties operating in the country's mergers and acquisitions market. The warning signals a decisive shift toward stricter regulatory compliance and carries material implications for cross-border dealmakers, private equity firms, and multinational operators eyeing Nigeria's $477 billion economy.

### What triggers FCCPC enforcement action on M&A deals?

The FCCPC's Director of Corporate Affairs, Ondaje Ijagwu, framed the warning around statutory breaches in merger and acquisition governance. Under Nigeria's Federal Competition and Consumer Protection Act (FCCPA) 2019, all mergers and acquisitions meeting defined thresholds—typically transactions exceeding ₦5 billion or involving market-leading firms—must be notified to the FCCPC *before closing*. The regulator flagged non-compliance with these pre-filing obligations, inadequate disclosure of material transaction details, and failure to obtain merger clearance prior to deal completion as primary violation categories.

Historically, many Nigerian dealmakers operated in a compliance gray zone, proceeding with transactions while notifications languished in the FCCPC pipeline. That era is ending. The commission's statement reflects growing institutional capacity and political will to enforce merger control rules—a hallmark of maturing African capital markets.

### Why is FCCPC tightening M&A oversight now?

Three drivers explain the timing. First, Nigeria's economy is consolidating rapidly: fintech unicorns are acquiring smaller competitors, telecommunications giants are reshaping market structure, and strategic investors from the Middle East and Asia are entering new sectors. Without rigorous merger control, the FCCPC risks market concentration, reduced competition, and consumer harm—precisely the outcomes competition law exists to prevent.

Second, the FCCPC itself is professionalizing. Under leadership changes and increased budget allocation, the commission has invested in technical staff, economic analysis capacity, and enforcement tools. Weak enforcement undermines this credibility.

Third, global capital is watching. Foreign investors and their counsel demand legal certainty. Surprise post-closing enforcement actions or deal unwinding create reputational and financial risk. Clear rules, consistently enforced, attract institutional capital.

### What are the practical penalties for non-compliance?

The FCCPC can impose financial penalties of up to ₦10 billion for procedural violations and, in egregious cases, mandate deal unwinding or behavioral remedies. Beyond formal sanctions, non-compliance creates operational friction: delayed regulatory approvals, reputational damage with counterparties, and litigation exposure. For foreign acquirers, a tainted compliance record in Nigeria signals broader governance risk.

### How should deal teams respond?

Best practice now requires: (1) early FCCPC engagement before deal announcement; (2) comprehensive merger notification filing with detailed market analysis; (3) realistic timeline budgeting—clearance typically takes 30–90 days; (4) transparent disclosure of all material transaction terms. Legal counsel must integrate competition law review into deal diligence, not as an afterthought.

The FCCPC's statement is not arbitrary bureaucracy—it reflects the commission's determination to build a competitive market economy and signal Nigeria as a rules-based investment destination. Deal teams that respect this shift will navigate 2025's M&A environment more smoothly.

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