PROCEDURE FOR MERGERS UNDER THE INVESTMENT AND SECURITIES ACT 2025 IN CONNECTION WITH THE FEDERAL COMPETITION AND CONSUMER PROTECTION ACT 2018

Abstract

This article examines the procedure for mergers of companies in Nigeria as provided under the Investments and Securities Act 2025 (ISA 2025) and the Federal Competition and Consumer Protection Act 2018 (FCCPA). The issue addressed is the lack of clarity and harmonisation in Nigeria's dual regulatory framework for mergers: while the SEC focuses on shareholder protection and procedural fairness, the FCCPC assesses competition and consumer welfare. This overlap often results in duplication, uncertainty, and increased transaction costs. The research adopts a doctrinal legal method, relying on statutory analysis, case law, and scholarly commentary to assess the merger framework under both Acts. The findings reveal that although the ISA 2025 has restored SEC's statutory footing over public company mergers, it does not displace the FCCPA's jurisdiction, thereby sustaining the dual-approval requirement. While this protects both investors and markets, it may result in more extensive compliance and longer approval timelines. The article concludes that harmonisation is imperative. Joint guidelines, a one-stop notification system, and clearer demarcation of powers between the SEC and FCCPC would streamline the process, preserve both regulators' mandates, and improve Nigeria's attractiveness to investors.