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Mergers, acquisitions and business restructuring are important mechanisms through which companies expand, reorganise their affairs, obtain control of businesses and respond to changing commercial conditions. In Nigeria, these transactions are governed by acombination of corporate, competition, securities and sector-specific regulations. This article examines the meaning and major forms of mergers, acquisitions and restructuring, the principal legal and regulatory framework governing them, the general procedure for completing such transactions, and the practical challenges that may arise. It highlights the roles of the Federal Competition and Consumer Protection Commission, Securities and Exchange Commission, Corporate Affairs Commission and the courts. The article concludes that although Nigeria has established a substantial legal framework for corporate combinations and restructuring, greater regulatory coordination, efficient judicial processes and improved corporate infrastructure would enhance the effectiveness of the framework.

Mergers, acquisitions (M&A) and business restructuring are important mechanisms through which companies expand their operations, reorganise their affairs, respond to financial or commercial challenges and adapt to changing market conditions. In Nigeria, such transactions occur across sectors including banking, telecommunications, insurance, manufacturing and oil and gas. Notable examples include the combination of Access Bank Plc and Diamond Bank Plc and the merger involving Nigerian Breweries Plc and Consolidated Breweries Plc

Although the terms are often used together, they describe different transactions. A merger generally involves the combination of two or more businesses or undertakings into a single business structure. Under section 92(1) of the Federal Competition and Consumer Protection Act 2018 (FCCPA), a merger may arise where one or more undertakings acquire or establish direct or indirect control over the whole or part of another undertaking, whether through the purchase or lease of shares or assets, amalgamation or another combination.

An acquisition, on the other hand, ordinarily involves one party obtaining ownership or control of another company, business or its assets. This may occur through the purchase of shares or specified assets. However, an acquisition may also fall within the statutory concept of a merger where the requisite level of control is obtained.

Business restructuring is broader and refers to the reorganisation of a company’s structure, ownership, capital, operations, assets, liabilities or affairs. It may include mergers, acquisitions, schemes of arrangement, reconstruction, capital reorganisation, divestments and other forms of corporate reorganisation. The distinction is therefore that a merger primarily concerns the combination of businesses, an acquisition concerns obtaining ownership or control, while restructuring encompasses a wider range of corporate reorganisation mechanism

TYPES AND FORMS OF M&A AND BUSINESS RESTRUCTURING

Mergers may be classified according to the relationship between the businesses involved. A horizontal merger occurs between businesses operating at the same level of an industry, often involving competitors. A vertical merger involves businesses operating at different stages of the same supply chain, such as a manufacturer and its supplier or distributor. A conglomerate merger involves businesses operating in substantially unrelated industries and may be undertaken for diversification.

Acquisitions may principally take the form of share acquisitions or asset acquisitions. In a share acquisition, the purchaser obtains shares in the target and may thereby obtain control while the target remains a separate legal entity. In an asset acquisition, specified assets or business units are acquired rather than the shares of the target company.

Business restructuring may also occur through reconstruction and schemes of arrangement, as well as through changes to share capital, divestments, spin-offs, debt restructuring and other forms of corporate reorganisation. CAMA provides statutory mechanisms for several of these processes.

In Salomon v A Salomon & Co Ltd [1897] AC 22 (HL), the court established that an incorporated company is a legal person separate from its members.6 Similarly, Macaura v Northern Assurance Co Ltd [1925] AC 619 (HL) demonstrates that company property belongs to the company and not personally to its shareholders.7 Consequently, acquiring shares in a company does not mean that the purchaser personally owns each asset of the company.

LEGAL AND REGULATORY FRAMEWORK IN NIGERIAM&A and business restructuring in Nigeria are regulated by a combination of corporate, competition, securities and sector-specific legislation.8The Companies and Allied Matters Act 2020 (CAMA) provides an important corporate-law framework for arrangements, compromises, reconstruction, mergers and corporate restructuring.9Sections 710 and 711, among others, provide mechanisms for court-ordered meetings and approval of schemes involving companies.

The Federal Competition and Consumer Protection Act 2018 (FCCPA) regulates the competition aspects of mergers.10It provides for merger notification and review and empowers the Federal Competition and Consumer Protection Commission (FCCPC) to assess the competitive effects of qualifying transactions. The FCCPC has issued Merger Review Regulations and related guidance governing notification and review.

The Investments and Securities Act 2025 (ISA 2025) provides the current capital-market framework relevant to mergers, takeovers and corporate restructuring.11Part XII specifically addresses these matters, including transactions involving public companies and the protection of shareholders. Section 140, for example, requires prior approval of the Securities and Exchange Commission (SEC) for specified proposals involving public companies, including certain restructurings and acquisitions.

Sector-specific requirements may also apply. Banking transactions may involve the Central Bank of Nigeria; insurance transactions may require compliance with the National Insurance Commission; telecommunications transactions may involve the Nigerian Communications Commission; and transactions in other regulated industries may require approval from the relevant sector regulator.

GENERAL PROCEDURE FOR M&A TRANSACTIONSThe procedure for an M&A transaction generally begins with preliminary negotiations between the parties and may involve a memorandum of understanding setting out the proposed terms and intentions of the parties. This is followed by due diligence, during which legal, financial, tax and commercial investigations are conducted to identify the target’s assets, liabilities, contracts, litigation exposure and other potential risks.

Following due diligence, the parties negotiate and prepare the relevant transaction documents or merger scheme. Internal corporate approvals are then obtained in accordance with the company’s constitutional documents and applicable law.Where the transaction is notifiable, the appropriate regulatory notifications and applications must be made.12Under the FCCPA, qualifying mergers are subject to the FCCPC’s merger review framework, and large mergers generally require notification and approval before implementation.13

Transactions involving public companies may additionally require SEC involvement under the ISA 2025 and applicable rules.14 The SEC’s current M&A framework includes procedures covering notification, approval, documentation and post-transaction compliance.

Where the transaction is structured as a scheme requiring court involvement, meetings of members or creditors may be ordered by the court.16The relevant statutory approval requirements must then be satisfied before the scheme can proceed to the appropriate stage of regulatory and judicial approval.

PRACTICAL CHALLENGES AND IMPLICATIONSDespite the existence of a substantial legal framework, M&A and restructuring transactions may present practical difficulties.First, multiple regulatory requirements may increase transaction costs and completion time, particularly where a transaction involves competition, securities and sector-specific regulation. Parties must therefore identify applicable approvals at an early stage.Second, due diligence and valuation may be challenging where corporate records are incomplete, contingent liabilities exist or the value of assets and businesses is difficult to determine. Representations, warranties and indemnities are therefore important tools for allocating transaction risks.

Following the necessary approvals and court sanction, where applicable, the transaction is completed and the required filings are made with the CAC and other relevant authorities.17Post-completion obligations may include regulatory notifications, compliance reporting and integration of the businesses.

PRACTICAL CHALLENGES AND IMPLICATIONS

Third, M&A and restructuring may affect minority shareholders, creditors and employees.Adequate disclosure, compliance with statutory voting requirements and fair treatment of affected stakeholders are therefore important considerations. The ISA 2025 expressly requires the SEC, in relevant public-company transactions, to consider whether shareholders are treated fairly, equitably and similarly and provided with sufficient information.

Finally, taxation, regulatory delays, judicial processes and institutional capacity may affect the cost and timing of transactions.20 These challenges make early legal and regulatory planning important to the successful completion of M&A transactions.

RECOMMENDATIONS AND CONCLUSIONGreater coordination among regulatory bodies would improve the efficiency and predictability of M&A and restructuring transactions. Regulators should continue to improve digital filing systems and communication channels, while courts should promote efficient determination of corporate restructuring applications. Regulatory institutions should also continue developing technical expertise in competition law, securities regulation and complex corporate transactions. The interests of minority shareholders, creditors and employees should remain central to restructuring processes.

Mergers, acquisitions and business restructuring provide important mechanisms for corporate expansion, reorganisation, investment and adaptation to changing commercial conditions. Nigeria has developed a legal framework combining CAMA, the FCCPA, the ISA 2025 and sector-specific regulations to govern these transactions.21 However, the effectiveness of the framework depends not only on the existence of legislation but also on efficient regulatory implementation, judicial processes and stakeholder protection. A coordinated and transparent regulatory environment would therefore contribute to the effective operation of M&A and restructuring transactions in Nigeria.

Mergers, acquisitions and business restructuring provide important mechanisms for corporate expansion, reorganisation, investment and adaptation to changing commercial conditions. Nigeria has developed a legal framework combining CAMA, the FCCPA, the ISA 2025 and sector-specific regulations to govern these transactions.21 However, the effectiveness of the framework depends not only on the existence of legislation but also on efficient regulatory implementation, judicial processes and stakeholder protection. A coordinated and transparent regulatory environment would therefore contribute to the effective operation of M&A and restructuring transactions in Nigeria.

Written by

Oreoluwajomiloju Tosin-Abiodun GLVI/2026/602. Olayenikan Oluwafunto Praise -GLVI/2026/563. Nnamani manna Ezechukwu -GLVI/2026/544. Ajita Kyanati Suleiman — GLVI/2026/0555. Choko Treasure – GLVI/2026/0516. Oluwatunmise Adebanjo- GLVI/2026/0587. Janet Eriba- GLVI/2026/59