Nigerian President Muhammadu Buhari has signed the Federal Competition and Consumer Protection Bill into law (the “Competition Act”).
After years of deliberations, the legislative process is now complete, and with the establishment of a Competition Commission and Competition Tribunal, Nigeria is the latest African jurisdiction to establish a dedicated antitrust authority.
From a merger-control perspective, the Competition Act and the Commission’s jurisdiction will ultimately supersede the “placebo antitrust” role historically played by the Securities and Exchange Commission (SEC), which has thus far received and assessed merger notifications above certain turnover thresholds, pursuant to the Investments and Securities Act. The Act repeals the Consumer Protection Act, which did not contain stand-alone antitrust provisions.
Michael-James Currie, a competition lawyer advising client across Africa, says the new Competition Act applies broadly to all commercial activities within Nigeria, but also to conduct outside of Nigeria, if the person or company is a Nigerian resident or incorporated in Nigeria or products are sold into Nigeria. Furthermore, any acquisition or change of control of a business or asset outside of Nigeria which results in the change of control of an asset or business in Nigeria will also fall within the jurisdiction of the Competition Act.
The Commission has substantial powers, including considering and approving mergers, declaring business practices as amounting to abuse of dominance, prohibiting price discrimination, or declaring unlawful any agreement which is in contravention of the Competition Act.
From an investigatory perspective, the Commission may subpoena witnesses or, upon obtaining a search warrant, conduct dawn raids, consistent with international best practices.