Best Merger & Acquisition Lawyers in Jikoyi

About Merger & Acquisition Law in Jikoyi, Nigeria

Merger and acquisition practice in Jikoyi operates under Nigeria-wide corporate, competition, securities, tax, labor, and sector-specific laws. Because Jikoyi sits within the Federal Capital Territory, most filings and many regulators are physically accessible in Abuja, which can streamline engagement. Deals may be structured as share purchases, asset purchases, statutory mergers or amalgamations, takeovers of public companies, or court-sanctioned schemes of arrangement. Each path carries different approval routes, timelines, disclosure obligations, and tax outcomes. Transactions that meet competition thresholds require review by the Federal Competition and Consumer Protection Commission. Takeovers and schemes involving public companies are supervised by the Securities and Exchange Commission, and corporate actions must comply with the Companies and Allied Matters Act. Where regulated industries are involved, approvals from sector regulators such as the Central Bank of Nigeria for banks, the National Insurance Commission for insurers, or the Nigerian Communications Commission for telecom operators are often mandatory. Cross-border elements introduce foreign investment, foreign exchange, and data transfer considerations.

Local context also matters. Deals touching land or facilities in the Federal Capital Territory require attention to Abuja Geographic Information Systems processes, ministerial consent to assignments under the Land Use Act, and perfection of title. Workforce transfers in asset deals must address Nigerian labor law, pensions, and union issues. Data-heavy due diligence must comply with the Nigeria Data Protection Act. Proper planning, clear allocation of risks in the transaction documents, and early regulator engagement are critical to avoid delays and penalties for gun-jumping.

Why You May Need a Lawyer

A lawyer helps you choose an optimal structure, whether a share purchase, asset purchase, statutory merger, or scheme of arrangement, balancing commercial goals, regulatory burden, and tax efficiency. Counsel will map the approvals needed from competition, securities, and sector regulators, prepare notifications, handle public comments, and engage with case officers to keep reviews on track. Experienced advisors run and interpret legal due diligence on corporate status, licenses, litigation, land, environmental, employment, IP, tax, and data protection so you acquire what you intend with liabilities properly identified and addressed.

Drafting and negotiating term sheets, share purchase or asset sale agreements, disclosure letters, conditions precedent, escrow mechanics, earn-outs, warranties and indemnities, material adverse change protections, and post-closing covenants demand local legal precision. For public company deals, lawyers manage mandatory tender offers, scheme documentation, shareholder meetings, court applications, and market disclosures. Where the target is regulated, counsel coordinates sector approvals and change-of-control notifications. They also align tax, transfer pricing, and withholding analysis with the commercial deal. In cross-border transactions, a lawyer navigates business permits, expatriate quotas, capital importation certificates, repatriation of dividends, and exchange control processes. If disputes arise, counsel protects your position through negotiation, expert determination, arbitration, or court proceedings.

Local Laws Overview

Corporate law is set by the Companies and Allied Matters Act 2020. It governs incorporation, share capital, directors duties, shareholder approvals, statutory mergers and amalgamations, and schemes of arrangement and compromise. Corporate changes are filed at the Corporate Affairs Commission. Schemes generally require Federal High Court sanction after shareholder approval and regulatory review for public companies.

Competition law is anchored in the Federal Competition and Consumer Protection Act 2018. The Federal Competition and Consumer Protection Commission reviews mergers that meet notification thresholds based on turnover or asset values published by the Commission. Small mergers below thresholds may still be called in if they raise competition concerns. Pre-merger notification is mandatory for large mergers, and closing before clearance is prohibited. The Commission applies a two-stage review with simplified routes in straightforward cases, can accept remedies such as divestments or behavioral undertakings, and can impose penalties for gun-jumping or incomplete disclosures.

Securities and takeover rules apply where a public company is involved. The Investments and Securities Act and the Securities and Exchange Commission Rules regulate takeovers, mandatory tender offers when certain control thresholds are reached, mergers by scheme, proxy solicitations, insider dealing, and continuous disclosure. The Nigerian Exchange Limited listing rules add obligations for listed issuers, including timely announcements and shareholder circular standards.

Sector approvals often apply. Banks, insurers, pension operators, and other financial institutions require Central Bank of Nigeria or National Insurance Commission consent for changes in control. Telecom operators need Nigerian Communications Commission approval. Power assets may require Nigerian Electricity Regulatory Commission consent. Oil and gas transactions may require approvals from the Nigerian Upstream Petroleum Regulatory Commission or the Nigerian Midstream and Downstream Petroleum Regulatory Authority and Nigerian Content Development and Monitoring Board considerations. Technology transfer and IP licensing arrangements may require registration at the National Office for Technology Acquisition and Promotion.

Foreign investment and exchange control considerations include registration with the Nigerian Investment Promotion Commission for investment protections and incentives, obtaining a Business Permit and expatriate quotas from the Ministry of Interior for foreign-owned or foreign-staffed companies, and securing a Certificate of Capital Importation from an authorized dealer bank to ensure repatriation rights for capital and dividends in line with Central Bank of Nigeria regulations.

Tax considerations are material. The Federal Inland Revenue Service administers companies income tax, capital gains tax, value added tax, and withholding taxes at the federal level. Share transfers are generally outside VAT, while asset transfers for taxable goods and services may attract VAT. Capital gains tax may apply on the disposal of shares or assets subject to applicable thresholds and exemptions. Stamp duties can apply to certain instruments and corporate actions, with rates depending on the instrument and prevailing fiscal legislation. Transfer pricing rules apply to related-party transactions, requiring contemporaneous documentation and arm’s-length pricing.

Employment and pensions need careful handling. The Labour Act and case law govern redundancy, termination, and consent requirements in asset sales. The Pension Reform Act 2014 mandates pension contributions and the transfer of pension obligations. Industrial relations considerations can arise where unions are present. Sellers and buyers often agree on consultation, retention, and harmonization of terms.

Real estate in the Federal Capital Territory is governed by the Land Use Act, administered locally through Abuja Geographic Information Systems. Assignments of statutory rights of occupancy require ministerial consent, payment of ground rent, and perfection steps. Early title due diligence and consent planning avoid completion delays.

Data protection and cybersecurity issues arise under the Nigeria Data Protection Act 2023, overseen by the Nigeria Data Protection Commission. Personal data used in due diligence, integration, and customer or employee transfers must be processed lawfully with appropriate safeguards, and some cross-border transfers require additional measures. Sector privacy rules may also apply in telecoms and finance.

Dispute resolution frameworks include Nigerian courts and arbitration. The Federal High Court has jurisdiction for many corporate and capital markets matters, including sanctioning schemes. Nigeria is a party to the New York Convention, supporting enforcement of foreign arbitral awards subject to local requirements.

Frequently Asked Questions

What laws govern mergers and acquisitions in Jikoyi

Mergers and acquisitions in Jikoyi are governed by Nigeria-wide statutes and regulations, notably the Companies and Allied Matters Act 2020, the Federal Competition and Consumer Protection Act 2018 and FCCPC Merger Review Regulations, the Investments and Securities Act and SEC Rules for public company deals, sector-specific laws for regulated industries, federal tax laws, the Nigeria Data Protection Act 2023, and the Land Use Act for property matters in the Federal Capital Territory.

When must a merger be notified to the FCCPC

Notification is mandatory when the transaction meets the financial thresholds for a large merger based on combined turnover or assets or based on the target’s turnover or assets as published by the FCCPC. Even below thresholds, the FCCPC can require notification if the deal may substantially lessen competition. Parties should assess thresholds early and consider pre-notification engagement to confirm the route and filing package.

How long does merger review take

Timelines depend on the route. Simplified filings in non-problematic cases can clear relatively quickly after a complete submission, while complex cases can run through a full two-phase review with requests for information and potential remedies. Building time for information gathering, public notice periods where applicable, and potential extensions is prudent. Early, complete filings and proactive engagement often shorten the process.

What are common deal structures

Share purchases transfer ownership of the company and usually all assets and liabilities. Asset purchases allow cherry-picking assets and contracts, but require third-party consents and employee transfer arrangements. Statutory mergers or amalgamations combine entities by law. Schemes of arrangement are court-sanctioned processes often used for public company deals to bind all shareholders. Public takeovers can be voluntary or mandatory when control thresholds are crossed.

What is a scheme of arrangement and when is it used

A scheme of arrangement is a court-supervised process where a company and its members or creditors agree to a compromise or arrangement. It is widely used for public company acquisitions and reorganizations because, once approved by requisite majorities and sanctioned by the Federal High Court, it binds all affected parties. It typically involves SEC oversight, a shareholder meeting, a court hearing, and detailed disclosure.

Do foreign-to-foreign mergers need Nigerian approval

Yes if they have a Nigerian component and meet FCCPC thresholds. A foreign merger that affects a Nigerian business or market can be notifiable even if the transaction documents are executed offshore. Parties should assess Nigerian nexus, thresholds, and whether a simplified approach is available for limited overlaps in Nigeria.

What taxes should I expect on an M and A transaction

Tax outcomes vary by structure. Asset deals may attract value added tax on taxable supplies, capital gains tax on chargeable gains, and stamp duties on certain instruments. Share deals are typically outside VAT, but capital gains tax may apply subject to thresholds and exemptions. Withholding tax can apply to payments like dividends, interest, services, and royalties. Transfer pricing rules apply to related-party pricing. A tailored tax analysis is essential before signing.

How are employees affected in an acquisition

In share deals, employment generally continues unchanged at the company level. In asset deals, employees do not automatically transfer, so consent, new contracts, or redundancy processes may be required, along with settlement of accrued entitlements. Pensions and statutory contributions must be up to date and properly transitioned. Consultation and clear communications reduce disruption and risk.

What consents are needed for property and leases in the Federal Capital Territory

Assignments of legal interests in land require ministerial consent under the Land Use Act and processing through Abuja Geographic Information Systems. Leases and subleases often require landlord consent. Early title searches, verification of ground rent, and consent applications help avoid completion delays. Property perfection costs and timelines should be built into the deal plan.

When is a mandatory tender offer required in a public company

Under the Investments and Securities Act and SEC Rules, a person who acquires control at or above specified shareholding thresholds in a public company is generally required to make a mandatory tender offer to remaining shareholders on prescribed terms and timelines, unless an exemption applies. Early consultation with the SEC clarifies whether a mandatory tender offer or an alternative structure like a scheme is appropriate.

Additional Resources

Federal Competition and Consumer Protection Commission. The national competition authority that reviews mergers, issues guidance on thresholds and procedures, and enforces prohibitions on gun-jumping and anti-competitive conduct.

Securities and Exchange Commission. Regulates public company mergers, takeovers, schemes of arrangement, and market disclosures, and oversees capital market participants.

Corporate Affairs Commission. Handles company incorporation, filings for mergers and reorganizations, share capital changes, and corporate governance records.

Nigerian Exchange Limited. Sets listing rules and disclosure obligations for listed companies affected by mergers and takeovers.

Nigerian Investment Promotion Commission. Supports foreign investment, investment protections, incentives, and registration that can facilitate profit repatriation.

Central Bank of Nigeria. Oversees financial sector approvals, change of control in banks and other regulated entities, and foreign exchange controls relevant to capital importation and repatriation.

Federal Inland Revenue Service and FCT Internal Revenue Service. Provide guidance and rulings on companies income tax, capital gains tax, value added tax, withholding tax, stamp duties, and local taxes in the Federal Capital Territory.

Abuja Geographic Information Systems. Manages land records, consents, and perfection of title within the Federal Capital Territory.

Nigeria Data Protection Commission. Regulates compliance with the Nigeria Data Protection Act for data processing during due diligence and integration.

Sector regulators such as the National Insurance Commission, Nigerian Communications Commission, Nigerian Electricity Regulatory Commission, Nigerian Upstream Petroleum Regulatory Commission, and Nigerian Midstream and Downstream Petroleum Regulatory Authority for industry-specific approvals.

Next Steps

Clarify your objectives, whether full acquisition, partial stake, asset carve-out, or merger, and identify must-have outcomes such as control rights, timing, and integration goals. Assemble key information including corporate documents, financials, material contracts, licenses, litigation summaries, employee data, IP portfolios, property documents, and tax records to accelerate diligence and filings.

Engage an experienced merger and acquisition lawyer in Abuja who understands competition, securities, sector approvals, tax, employment, and property issues and who can coordinate with financial and tax advisors. Request an initial roadmap that lists required approvals, filing routes and timelines, closing conditions, and a risk allocation plan in the transaction documents.

Consider pre-filing engagement with the FCCPC and, for public deals, the SEC to confirm thresholds, filing formats, and potential use of simplified or fast-track routes. Where regulated entities are involved, initiate discussions with sector regulators early. Build a realistic timetable that sequences due diligence, definitive document negotiation, regulatory filings, shareholder approvals, and closing mechanics.

Plan for integration by mapping leadership, compliance, data privacy, IT and cybersecurity, financial reporting, employment harmonization, and customer communications. Protect confidentiality with robust non-disclosure agreements and clean team protocols for competitively sensitive information. If you are ready to proceed, schedule a consultation with counsel to review your goals, documents, and timeline so a tailored action plan can be launched without delay.

This guide is informational only and not legal advice. Always obtain advice tailored to your transaction and circumstances.