Introduction
In Nigeria, the regulation of mergers, acquisitions, and takeovers has undergone significant reform over the years. The introduction of the Federal Competition and Consumer Protection Act (FCCPA) in 2018 marked a turning point by establishing the Federal Competition and Consumer Protection Commission (FCCPC), which took on a major role in overseeing market competition — including corporate combinations. However, this created confusion as the Securities and Exchange Commission (SEC) had traditionally played this regulatory role under the Investment and Securities Act, 2007 (ISA 2007).
With the recent passage of the Investment and Securities Act 2025 (ISA 2025), this overlap has been clarified. This article aims to explain in simple terms which regulator oversees what, especially concerning publicly quoted and private companies, and how sector-specific regulators fit into the picture.
The Confusion: Dual Oversight
Prior to 2018, the SEC was the sole authority overseeing mergers, acquisitions, and takeovers, regardless of whether the companies involved were listed or unlisted. The passage of the FCCPA in 2018 gave the FCCPC the mandate to regulate competition broadly — including corporate mergers, acquisitions, and takeovers — resulting in an overlap.
This raised questions such as:
- Should companies seek approval from both FCCPC and SEC?
- Which regulator has the final say?
Clarifying the Roles: ISA 2025 to the Rescue
The Investment and Securities Act 2025 now clarifies the regulatory demarcation:
- SEC is responsible for mergers, acquisitions, and takeovers involving publicly quoted (listed) companies — that is, companies whose shares are traded on a stock exchange.
- FCCPC oversees such transactions for unquoted (private) companies, ensuring that competition remains fair and consumer interests are protected.
In effect, ISA 2025 aligns with global best practices, creating a more structured and efficient regulatory framework while eliminating duplication of functions.
How It Works in Practice
- If a public company (e.g., listed on the Nigerian Exchange) wants to merge or acquire another company, SEC is the primary regulator. However, if the transaction affects market competition significantly, FCCPC clearance may also be required under the FCCPA.
- If a private/unlisted company is involved in a merger or acquisition, the FCCPC is the main regulator, although SEC may step in if the transaction involves securities or investment implications.
In both cases, sector-specific regulators (e.g., the Central Bank of Nigeria for banks, NCC for telecoms, NAICOM for insurance) must also be consulted. These regulators ensure compliance with industry-specific rules.
Key Takeaways
- SEC regulates M&A for publicly quoted companies.
- FCCPC regulates M&A for private (unquoted) companies.
- Some transactions may require dual approval if they affect competition and involve securities.
- Sector-specific regulators also play a key role and must not be overlooked.
Conclusion
The regulatory landscape for mergers, acquisitions, and takeovers in Nigeria is now more defined than ever. With ISA 2025 aligning the roles of SEC and FCCPC, companies can better navigate the process, reduce regulatory delays, and ensure compliance. Businesses and investors must remain vigilant and consult the appropriate regulators — including industry-specific ones — to ensure smooth and lawful transactions.
