Best Merger & Acquisition Lawyers in Jikoyi

About Merger & Acquisition Law in Jikoyi, Nigeria

Merger & Acquisition law in Jikoyi operates under Nigerian federal statutes and regulators, since Jikoyi is within the Federal Capital Territory. Whether you are combining two businesses, buying shares in a company, or acquiring selected assets like real estate and equipment, Nigerian law sets the rules for how deals are structured, negotiated, approved, and closed. Most transactions are governed by the Companies and Allied Matters Act 2020, competition oversight by the Federal Competition and Consumer Protection Commission, and sector specific rules where applicable. If the target is a public company, the Securities and Exchange Commission also has a role. Asset deals that include land in the FCT will involve the Abuja land authorities for title verification and consent. The process typically includes a letter of intent, due diligence, definitive agreements, regulatory filings, closing, and post closing integration.

In Jikoyi you will find transactions across real estate, construction, retail, technology start ups, and services. Many deals are private company share purchases or asset purchases, but schemes of arrangement and formal mergers are also used, particularly for larger or complex combinations.

Why You May Need a Lawyer

A lawyer helps you translate commercial goals into a lawful, efficient structure, while managing regulatory risk and timeline. Common situations that call for legal help include the following.

Deal structuring - choosing between a share purchase, asset purchase, merger, or scheme of arrangement, and aligning the choice with tax, liability, and regulatory approvals.

Due diligence - reviewing corporate records, licenses, litigation, contracts, employment issues, land titles in the FCT, data protection practices, intellectual property, environmental compliance, and tax exposure.

Regulatory approvals - preparing and submitting merger notifications to the competition authority, coordinating with the Securities and Exchange Commission for public company deals, and handling sector approvals for banks, insurers, telecoms, or oil & gas companies.

Negotiation and documentation - drafting or negotiating the letter of intent, confidentiality agreement, share or asset purchase agreement, disclosure schedules, escrow, earn out, non compete, and ancillary documents.

Real property and local perfection - verifying title and obtaining consent for assignments of FCT land, paying stamp duties, and perfecting security or title at the relevant registries.

Employment and pensions - planning for transfer of employees, updating contracts, settling accrued liabilities, and complying with pensions and statutory deductions.

Data and confidentiality - running compliant data rooms under Nigeria Data Protection Act 2023, redacting sensitive materials, and setting appropriate access controls.

Cross border and foreign investment - arranging certificates of capital importation, documenting technology transfer agreements where needed, and planning repatriation of dividends and capital under Nigerian law.

Dispute prevention - allocating risk through warranties, indemnities, and conditions precedent, and setting clear dispute resolution clauses that will work in practice.

Local Laws Overview

Companies and Allied Matters Act 2020 - sets the framework for corporate reorganizations, shareholder approvals, directors duties, financial assistance rules, and schemes of arrangement or merger that can be sanctioned by the court. It also governs filings at the Corporate Affairs Commission and post closing changes to company records.

Federal Competition and Consumer Protection Act - establishes the competition regime, prohibits anti competitive conduct, and requires pre merger notification for transactions that meet monetary thresholds set by the Commission. Large mergers require notification and clearance before closing. The Commission can impose conditions or remedies. Foreign to foreign deals with sufficient Nigerian turnover or effects may also be notifiable.

Securities and Exchange Commission rules - for public companies, acquisitions, takeovers, and schemes are subject to SEC review and disclosure requirements. Mandatory tender offers can be triggered when certain ownership thresholds are crossed. There is ongoing coordination between SEC and the competition authority for public company deals.

Tax laws - transactions may involve capital gains tax on disposals, companies income tax considerations, value added tax on asset transfers, and stamp duties on instruments and share transfers. Shares are generally outside VAT, but asset deals may attract VAT unless a specific relief applies. Proper structuring and early engagement with tax advisers can reduce leakage and timing issues.

Employment and pensions - the Labour Act and the Pension Reform Act regulate notice, accrued entitlements, and retirement savings accounts. Nigeria does not have an automatic transfer of undertakings regime, so employee transfers are typically implemented by consent, novation, or termination and re engagement, with proper handling of benefits.

Sector approvals - banks and other financial institutions require Central Bank approvals under BOFIA 2020. Insurers require NAICOM approvals. Telecoms transactions may require Nigerian Communications Commission consent. Oil & gas interests require approvals under the Petroleum Industry Act, through the relevant upstream or midstream regulator.

Data protection - the Nigeria Data Protection Act 2023 regulates processing of personal data. Due diligence should be planned with lawful basis, minimization, vendor contracts, and data room controls.

Land and property in the FCT - land is held under statutory right of occupancy. Assignments in an asset deal generally require the consent of the Minister responsible for the FCT, with processing through the Abuja Geographic Information Systems. Title searches, ground rent clearance, and perfection are key steps for any Jikoyi real estate components.

Foreign investment, foreign exchange, and technology transfer - foreign investors can acquire Nigerian companies, own 100 percent in most sectors, and repatriate capital and dividends if properly documented. Certificates of capital importation are essential for repatriation. Certain technology transfer and management services agreements must be registered with the National Office for Technology Acquisition and Promotion.

Anti corruption and anti money laundering - compliance with anti graft and anti money laundering laws is central to KYC, source of funds verification, and payment structuring in M&A. Deal documents should reflect compliance warranties and audit rights.

Frequently Asked Questions

What is the difference between a share purchase and an asset purchase

In a share purchase, the buyer acquires shares of the company and steps into ownership of all assets and liabilities unless excluded by specific restructuring. In an asset purchase, the buyer selects specific assets and liabilities to take on, which can reduce legacy risk but may require multiple third party consents, new registrations, and retitling of assets including FCT property.

Do I need competition approval for a small acquisition in Jikoyi

You need to notify and obtain clearance if the parties meet the competition authoritys monetary thresholds based on Nigerian turnover, or if the transaction is likely to substantially lessen competition. Small mergers may not require pre merger notification unless the authority calls them in. Always confirm current thresholds and guidance before signing or closing.

How long does merger or acquisition approval take

Simple deals that meet notification thresholds but raise no competition concerns often clear in a first phase review within a few weeks to a couple of months. Complex or high market share combinations may go to a second phase review and take longer. Sector approvals can add time. Plan for regulatory timelines in the conditions precedent and long stop date.

What taxes typically apply to M&A in Nigeria

Key items include stamp duty on share transfer instruments, potential capital gains tax on disposals, VAT on asset transfers unless an exemption or relief applies, and companies income tax effects on integration. There may be withholding tax on certain payments. Early tax planning helps manage cash flow and net proceeds.

Can a foreign company acquire a business in Jikoyi

Yes, subject to sector restrictions and compliance. Foreign investors commonly acquire Nigerian companies through a local subsidiary or directly. Ensure proper capital importation documentation, register any required technology or management agreements, and obtain approvals from sector regulators where applicable.

What are the usual steps in a private M&A deal

Typical steps are confidentiality agreement, letter of intent or term sheet, due diligence, regulatory analysis, definitive agreement, merger control or sector filings, satisfaction of conditions precedent, closing, and post closing integration and registrations. Public company deals add securities disclosure and takeover procedures.

How are employees treated when a business is sold

There is no automatic transfer mechanism. Employees are moved by consent and contract. In a share purchase, employment usually continues with the same employer. In an asset purchase, the buyer may offer new contracts, while the seller settles accrued obligations. Pensions remain with each employees retirement savings account but the employer must ensure continuity of contributions.

What should I know about real estate in Jikoyi within an asset deal

Confirm title at the Abuja Geographic Information Systems, check for encumbrances, confirm ground rent and charges are up to date, and obtain the Ministers consent to assignment if needed. Factor in time for perfection and stamp duty on conveyances.

Are non compete and non solicitation clauses enforceable

In a sale of business context, Nigerian courts are more likely to enforce reasonable restraints that protect goodwill, limited in geography, scope, and duration. Overly broad restrictions risk being struck down. Tailor restrictions to the actual business and market.

What is a scheme of arrangement and when is it used

A scheme of arrangement is a court supervised process to restructure or combine companies. It can bind all shareholders if approved by required majorities and sanctioned by the court. It is used for complex reorganizations, mergers, or where a cleaner title transfer is needed across many stakeholders.

Additional Resources

Federal Competition and Consumer Protection Commission - for merger notifications, thresholds, and guidance.

Securities and Exchange Commission Nigeria - for public company takeovers, schemes, and disclosure requirements.

Corporate Affairs Commission - for company searches, filings, and post closing updates to share capital and directors.

Abuja Geographic Information Systems - for FCT land title searches, consent to assignment, and perfection processes.

Federal Inland Revenue Service and relevant State Internal Revenue Services - for tax rulings, VAT, stamp duties, and capital gains tax matters.

Central Bank of Nigeria - for bank approvals, foreign exchange rules, and certificates of capital importation policy.

National Office for Technology Acquisition and Promotion - for registration of technology transfer and management agreements where required.

Nigeria Data Protection Commission - for data protection compliance expectations in due diligence and integration.

Industry regulators such as NAICOM for insurance, NCC for telecoms, and the petroleum regulators under the Petroleum Industry Act - for sector specific consents.

Next Steps

Clarify objectives - define what you want to buy or sell, the desired timeline, and key success metrics including price, risk allocation, and integration plans.

Engage advisers early - speak with an M&A lawyer who understands FCT processes and your industry. Consider tax, financial, and technical advisers to test structure and valuation.

Plan diligence - prepare a document checklist and a secure data room. Address confidentiality, data protection, and commercial sensitivities. For Jikoyi property, schedule AGIS title checks early.

Map approvals - identify whether merger control, securities, or sector approvals are required and build realistic timing into the term sheet and long stop date.

Negotiate the right documents - agree on a clear purchase agreement with conditions precedent, warranties, indemnities, escrow or holdback if needed, and post closing covenants. Align employment and transition service needs.

Budget for taxes and filings - model stamp duty, capital gains tax, and other transaction costs. Line up payment mechanics and filing teams for closing day.

Execute and perfect - complete closing deliverables, make regulatory notifications, update company records at the Corporate Affairs Commission, and perfect property or security interests.

Integrate carefully - communicate with staff and customers, harmonize contracts, update licenses, and monitor covenants and earn out metrics.

Important - this guide is for general information only and is not legal advice. Laws change and facts matter. If you are considering a merger or acquisition in Jikoyi or anywhere in Nigeria, consult a qualified lawyer to assess your specific situation.