With the new COMESA Competition and Consumer Protection Regulation, 2025 the COMESA Council of Ministers on 4 December 2025, implemented the long awaited amendments to the COMESA antitrust and merger control regime. The new Regulations are in effect as of 5 December 2025. Most notably, they introduce changes to the COMESA merger control regime such as mandatory, suspensory notification obligations, new notification thresholds, timelines, and an explicit obligation to notify greenfield joint ventures. With respect to behavioural antitrust, the new Regulations introduced additional per se prohibitions on vertical restraints, and new definitions of dominance, and economic dependence. In addition, the new Regulations elaborated on the COMESA Competition and Consumer Commission's (CCCC) mandated to consider public interest in mergers and expanded their consumer protection mandate. This client brief considers the changes introduced and the implications for undertakings active in or contemplating transactions with relation to the COMESA Member States.
Mandatory and suspensory merger control regime
The shift from a voluntary to a mandatory and suspensory merger control regime was anticipated in the draft of the new Regulations that were published in 2023. Under the new Regulations transactions that meet the threshold and lead to a change of control must be notified to the CCCC, and the parties must hold off on closing until the CCCC approves them, unless the CCCC grants derogations from the stand-still obligation. Furthermore, public bids or series of transactions in securities—including those convertible into other securities admitted to trading on a stock exchange—are exempted from the stand-still obligation.
The new Regulations also changed the definition of 'merger' within the meaning of the COMESA merger control regime. These amendments will likely not have any meaningful effect. They largely codify prior practice of the CCCC. The new definition requires the establishment or change of control over an undertaking 'on a lasting basis'. Under the old regime this reference to control on a lasting basis was not explicitly included. Still, in practice the CCCC did not require notification of transactions that lead to temporary establishment or change of control.
Furthermore, the new definition of 'merger' now explicitly mentions joint ventures. The CCCC already required notification of joint ventures under the old regime, despite the old definition not explicitly referring to joint ventures. Joint ventures were caught by the catch-all clause of the old definition. Still, the new Regulations explicitly determine that greenfield joint ventures require notification under certain circumstances. Whether greenfield joint ventures required notification under the old regime was a matter of debate. With the implementation of the new Regulations, this has now been clarified. Greenfield joint ventures must be notified to the CCCC, if (1) the joint venture is intended to operate in two or more COMESA Member States, and (2) at least one of the joint venture parents operates in two or more COMESA Member States.
(Slightly) Amended notification thresholds
With the new Regulations parts of the notification threshold for the COMESA merger control regime were amended. The combined revenue/asset thresholds the parties must meet, was increased from USD 50 to USD 60 million (thresholds are defined in COM, a unit of account used by COMESA that is pegged 1:1 to the USD). The single party threshold as well as the national concentration of COMESA wide revenues/assets remained unchanged. Under the amended regime notification is required, where:
- the combined annual revenue or value of assets of the parties in the Common Market—whichever is higher—is at least USD 60 million; and
- the annual revenue or value of assets in the Common Market of at least two parties to the transaction—whichever is higher—is USD 10 million or more each.
However, no notification is required, if each of the parties to the transaction meeting the single party threshold achieve at least two-thirds of their aggregate COMESA wide revenue or hold at least two-thirds of their COMESA wide assets within one and the same COMESA Member State.
Arguably the increase of the combined party threshold will have limited impact in practice. Considering that the old thresholds were introduced in March of 2015, the 20 percent increase does not even make up for inflation.
More relevant will be the specific notification thresholds for transactions in digital markets introduced with the new Regulations. Transactions in digital markets—including platforms—require notification to the CCCC, if at least one of the parties has operations in two or more COMESA Member States and the transaction has a value of at least USD 250 million. Hence, transactions in digital markets are subject to a much lower 'regional impact' test. Generally, transactions only require notification, where at least two parties are active in more than one COMESA Member State. In case of transactions in digital markets, only one party must have activities in more than one COMESA Member State. Hence, conceivably, the acquirer alone can meet the regional impact test. This appears to have been the intention of the regulator in introducing the new threshold. By limiting the regional impact requirement to possibly being met by the acquirer alone, the regulator thought to catch transaction of small targets by significant digital businesses.
The CCCC's increased focus on the digital economy also is evidenced in new disclosure requirements for merger review filings. Under the new Regulations parties must—in a merger control filing—provide information on digital assets and metrics such as users, subscribers, usage, and data collection measures.
Review timeline and stop the clock authority
Initially, when the draft of the new Regulations was published in 2023, they provided for a review period of 120 business days; as opposed the 120 calendar days under the old regime. The new Regulations in the form they were implemented now again set the review period at 120 calendar days.
However, the new Regulations now include an explicit stop the clock authority of the CCCC. Pursuant to the new Regulations, where the CCCC issued an RFI and the parties do not response in the 'time limits', the CCCC 'shall' stop the clock until the requested information is provided. The wording of the provision suggests that the CCCC must actively stop the clock by declaration and can do so only if they set a deadline for the parties to respond to the CCCC's RFI. Yet, without precedence it remains unclear how the CCCC will interpret the stop the clock provision.
Clarification on public interest considerations
Considering the pronounced role of public interest considerations in some African merger control regimes—such as that of South Africa—there was some concern the CCCC's mandate to consider public interest concerns in merger review could be substantially expanded. Still, the provisions of the new Regulations did not go beyond clarifying concepts already established under the old regime. Most notably, they did not establish a co-equal treatment of public interest and competition law matters in COMESA merger control reviews. Instead, under the new COMESA merger control regime public interest assessment remains subordinate to the traditional competition effects assessment.
The CCCC must primarily conduct a traditional competition effects assessment. Where the CCCC finds that the transaction will likely result in substantial lessing of competitions, the CCCC may consider whether the transaction should nonetheless be approved due to public interest concerns. This was already the case under the old regime. However, the new Regulations now provide more details on what public interest concerns the CCCC may consider. These include, effects on employment, ability of SMEs to compete, ability of industries in the COMESA Market to compete internationally, as well as environmental protection and sustainability considerations. Hence, the worry of some that the amendments would give public interest considerations under the COMESA merger control regime similar impact as under for example the South African regime did not materialise.
Increased filing fee
Under the old regime the filing fee was calculated as 0.01 percent of the higher of the parties' combined COMESA wide revenue or assets, capped at USD 200,000. The new Regulations increase the filing fee to 0.1 percent of the parties' COMESA wide revenue or assets, and increase the cap to USD 300,000. For transactions in digital markets, the filing fee is 0.05 percent of the transaction value, also capped at USD 300,000.
Fines and deadline for payment
Gun jumping or failure to notify may be penalised with fines of up to 10 percent of the violating party's annual COMESA wide revenue. Fines must be paid within 45 calendar days. Failure to do so will incur a penalty of 2 percent of the fine amount per day.
One stop shop merger control review
The new Regulations expressly mention the one stop shop principle of the COMESA merger control regime and discourages parallel merger reviews by the national regulators. The Egyptian Competition Authority (ECA), which remains the only COMESA Member State that does not adhere to the one stop shop principle, so far continues to require filing under the Egyptian regime even where a COMESA filing is made. It remains to be seen whether the ECA will change their position following the introduction of a mandatory and suspensory COMESA merge control regime.
The CCCC may delegate a merger review to a national regulator where they deem this necessary or beneficial. Where the CCCC does so, they shall share the filing fee received with the national regulator.
Amendments of behavioural antitrust regulations
The new Regulations introduced express per se prohibitions of absolute territorial protection, restrictions of passive sales, and minimum resale price maintenance (RPM) between undertakings in a vertical relationship. Hence, such arrangements are unlawful regardless of effect.
Furthermore, while the initial draft of the new Regulations included a presumption of dominance for undertakings with a market share of at least 30 percent, the new Regulations in the version implemented abandon any presumption of dominance based on market shares. Instead, the new Regulations consider an undertaking to be dominate where it—individually or together with related undertakings—is in a position of 'economic strength' that enables it to prevent effective competition on a relevant market by allowing it to behave to an appreciable extent independently of other market players such as its competitors, customers, and suppliers.
The new Regulations also redefine economic dependence. Pursuant to the new definition economic dependence exists where one party to a transaction has superior bargaining power compared to the other, that effectively locks the other party into the transaction, or where there is an imbalance between the powers of the transaction parties that countervails the power of the weaker parties.
Restrictions on activities of gatekeepers
Outside of merger control, the new Regulations further focus on digital markets. They include new substantive provisions prohibiting certain conduct by designated gatekeepers. 'Gatekeepers' within the meaning of the new Regulations are digital service providers operating a core platform service that functions as a relevant gateway for business users to reach end users and enjoys an entrenched and durable position in their operations or is likely to enjoy such a position soon. The new Regulations do not provide thresholds or other guidelines for assessing when these criteria are me. However, gatekeepers are prohibited from engaging in certain conduct. They may not use or employ price parity clauses, anti steering provisions, self preferencing, differential treatment of SMEs, restrictions on data portability, and identification of paid ranking. Hence, the new Regulations seek to restrict the activities of gatekeepers both to the benefit of competitors, business customers, and end users. As such the gatekeep provision also tie into the more pronounced consumer protection mandate of the CCCC established by the new Regulations.
Consumer protection
Aside from competition matters, the new Regulations solidify the CCCC's consumer protection mandate. This is not just reflected in the new name. The new Regulations elevate the CCCC's consumer protection mandate to have equal prominence to its competition mandate. To this end the new Regulations include several enforceable consumer rights in addition to specific prohibitions on, among other things, false or misleading representation, unconscionable conduct, and unfair consumer contract terms. Consistent with the focus on digital markets, the new Regulations also include prohibitions on the supply of digital content that does or may cause distress, harm, or has other adverse effects on consumers.
Procedural amendments
The new Regulations establish the Panel Responsible for Determination that will be the primary decision-making body of the CCCC on competition and consumer protection matters going forward. This shift in competences reduces the role of the Executive Director initially elevated in the draft of the new Regulations published in 2023. The Panel will consist of between three and five Commissioners appointed from the CCCC's Board.
Furthermore, the CCCC received additional authorities. Firstly, the new Regulations explicitly empower the CCCC to conduct market inquiries. In doing so the CCCC may request information from any person in the scope of their market inquiry. Persons refusing to comply with such requests may be fined with up to 10 percent of their COMESA wide revenue. Based on their market inquiries the CCCC may take additional actions such as initiating investigations into specific conduct and enter into agreements with undertakings for remedial measures.
Moreover, the CCCC may issue interim orders compelling undertakings to cease and desist from engaging in conduct that—in the view of the CCCC—will likely violate the new Regulations and requires urgent intervention to prevent serious and irreparable damage to competition, consumer welfare, or public interest in the COMESA Market. The CCCC may issue interim orders pending either the completion of an investigation or a market inquiry. Interim orders are not available independent of such actions.
In addition, the CCCC under the new Regulations has the authority to settle perceived violations. Settlement requires that the undertakings subject to settlement must (1) acknowledge that they engaged in the alleged conduct—while they do not have to admit guilt or liability—and (2) confirm that they will cease the conduct or offer remedies to address the CCCC's concerns. Furthermore, settlement must include fines to be determined by the CCCC.
Finally, the new Regulations establishes priority of the jurisdiction of the CCCC over that of national authorities of COMESA Member States in behavioural antitrust and consumer protection matters. National authorities are not permitted to initiate investigations where the matter is already under investigation by the CCCC. Where a national authority initiated an investigation, and during this investigation discovers that the matter of the investigation falls within the jurisdiction of the CCCC, the national authority must engage the CCCC.
Way forward
Arguably the most significant amendment introduced with the new Regulations is the move to a mandatory and suspensory merger control regime. This move further complicates the already complex regulatory landscape in Africa. While conflicts of laws between the COMESA merger control regime and the COMESA Member States is largely resolved, no such arrangement exists in respect to the new merger control regime of the East African Community (EAC) that entered into force on 1 November 2025 (for an overview of the EAC’s merger control regime see our client brief on the matter).
Furthermore, the expanded consumer protection mandate of the CCCC may lead to new conflicts. It remains to be seen whether the COMESA will accept the superseding jurisdiction of the CCCC in consumer protection matters established by the new Regulations. History suggests difficulties on this matter.
Overall, businesses active in the COMESA region or contemplating transactions will link to the COMESA Market will have to diligently review their regulatory obligation to navigate the increasingly complex landscape. This will increase transaction cost and expand timelines. Especially, during the early phases of implementation with certain issues still remaining unresolved.
AUTHOR
