FCCPC, SEC to Review Mergers

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James Emejo in Abuja
In order to ensure continuing and seamless commercial transactions and market operations, the Securities and Exchange Commission (SEC) and the Federal Competition & Consumer Protection Commission (FCCPC) formerly Consumer Protection Council (CPC) have come to a mutual understanding with respect to review all mergers and other business combinations or arrangements.

The move is to ensure that such combinations don’t distort the markets.
This followed the January 30, 2019, signing into law of the Federal Competition and Consumer Protection Act (FCCPA) 2019 by President Muhammadu Buhari which created the the FCCPC to replace CPC.

One of the key mandates of FCCPC is to review all mergers and other business combinations or arrangements to ensure that such combinations do not distort or impede the markets, a function hitherto performed by SEC.

However, in a joint statement issued by the Director General of FCCPC, Mr. Babatunde Irukera and Director General of SEC, Mrs. Mary Uduk, the duo stated: “The FCCPA discontinued the role of SEC in this regard and mandates the FCCPC to set, gazette and publish thresholds applicable to all mergers and combinations, whether small, medium or large. This is without prejudice to the powers of SEC to determine the fairness of transactions involving public companies.

“The FCCPC has commenced this process. However, there were notifications pending before SEC at the time of the enactment of the FCCPA. Further, other business combinations requiring notifications continue to occur.”

It, however, noted that, “In order to ensure continuing and seamless commercial transactions and market operations, SEC and FCCPC have come to a mutual understanding with respect to these transactions within the transition period, which pursuant to this notice commences immediately, and shall remain in force until otherwise discontinued by further Advisory or Guidance.”

The duo further stated that during transition period effective May 3, 2019, “All notifications or fillings will be reviewed under existing SEC Regulations, Guidelines and Fees.
“Notifications will be filed at FCCPC: 17 Nile Street, Maitama, OR SEC/FCCPC Interim Joint Merger Review Desk at SEC Tower, Plot 271, Samuel Asesujo Ademulegun Street, Central Business District, FCT, Abuja OR SEC/FCCPC Interim Joint Merger Review Desk at SEC Office 3, Idejo Street, Opposite ICON House, Off Adeola Odeku Street, Victoria Island, Lagos.

“All applicable fees will be paid to the FCCPC. SEC and FCCPC will jointly review notifications and FCCPC will convey decisions with respect to the notifications.
“Notifications previously received by SEC, but yet to be decided, will be subject to the interim process above and FCCPC will convey the decisions accordingly.”