Competition Law in Nigeria | Ayotunde Abiodun
Over years, the business practices of Market
traders, guilds and Governments have always been subject to scrutiny, and
sometimes severe sanctions. The history of Competition Law reaches back to the
Roman Empire. Competition Law is a legal framework put in place to promote or
maintain Market Competition by regulating anti-competitive conduct by
Companies.[1] Competition Law is implemented through public
and private enforcement.
traders, guilds and Governments have always been subject to scrutiny, and
sometimes severe sanctions. The history of Competition Law reaches back to the
Roman Empire. Competition Law is a legal framework put in place to promote or
maintain Market Competition by regulating anti-competitive conduct by
Companies.[1] Competition Law is implemented through public
and private enforcement.
The major aim of Competition Law is to ensure
a deep supply market for Consumer goods and services, not just to ensure that
there are many Suppliers in the market for particular goods and services, but
to ensure that such Suppliers play according to a set of rules that would make
it difficult for any of them, individually or as a group, to lessen or
eliminate Competition in the Market. [2] According to Leonard Ugbajah,”In a free market economy (in a
market where there is competition), the consumer is King”. The underlying
factor for Competition Law is Consumer Protection. Competition Law is also known as “anti-trust law” or “anti-monopoly
law” in other Jurisdictions.
a deep supply market for Consumer goods and services, not just to ensure that
there are many Suppliers in the market for particular goods and services, but
to ensure that such Suppliers play according to a set of rules that would make
it difficult for any of them, individually or as a group, to lessen or
eliminate Competition in the Market. [2] According to Leonard Ugbajah,”In a free market economy (in a
market where there is competition), the consumer is King”. The underlying
factor for Competition Law is Consumer Protection. Competition Law is also known as “anti-trust law” or “anti-monopoly
law” in other Jurisdictions.
Substance and Practice of Competition Law
varies from Jurisdiction to Jurisdiction. The important objectives of Competition
Law are to protect the interests of consumers and ensure that Entrepreneurs
have an opportunity to compete in the Market economy. Competition Law has been
viewed as a way to provide better public services.
varies from Jurisdiction to Jurisdiction. The important objectives of Competition
Law are to protect the interests of consumers and ensure that Entrepreneurs
have an opportunity to compete in the Market economy. Competition Law has been
viewed as a way to provide better public services.
Nigeria was yet to have a codified set of
rules promoting Competition in the Marketplace before 2019. On the 5th
of February 2019, the Federal Competition and Consumer Protection Act (FCCPA)
2019, was signed into law. This can be regarded as the first comprehensive
Competition law in Nigeria.[3]
Prior
to the enactment of this Act, there was no single legislation regulating
competition in Nigeria. This Act supersedes all other laws regulating
Competition in Nigeria such as the Investment and Securities Act 2007, the
Nigerian Communications Act 2003, the Electric Reform Act 2005, except the 1999
constitution of the Federal Republic of Nigeria.[4] These Acts were
Sector-specific. The FCCPA introduced a consolidated legal-regime for
Competition in Nigeria. The Provisions of the FCCPA have an overriding effect on
other regulations dealing with Competition and Consumer Protection matters in
Nigeria. [5]
rules promoting Competition in the Marketplace before 2019. On the 5th
of February 2019, the Federal Competition and Consumer Protection Act (FCCPA)
2019, was signed into law. This can be regarded as the first comprehensive
Competition law in Nigeria.[3]
Prior
to the enactment of this Act, there was no single legislation regulating
competition in Nigeria. This Act supersedes all other laws regulating
Competition in Nigeria such as the Investment and Securities Act 2007, the
Nigerian Communications Act 2003, the Electric Reform Act 2005, except the 1999
constitution of the Federal Republic of Nigeria.[4] These Acts were
Sector-specific. The FCCPA introduced a consolidated legal-regime for
Competition in Nigeria. The Provisions of the FCCPA have an overriding effect on
other regulations dealing with Competition and Consumer Protection matters in
Nigeria. [5]
The FCCPA establishes the Federal Competition
and Consumer Protection Commission and the Competition and Consumer Protection
Tribunal for the promotion of competition in the Nigerian markets at all levels
by eliminating monopolies, prohibiting abuse of a dominant market position and
penalizing other restrictive trade and business practices.[6] The activities of
the Consumer Protection Commission have been taken over by the Federal
Competition and Consumer Protection Commission, established by the FCCPA.
and Consumer Protection Commission and the Competition and Consumer Protection
Tribunal for the promotion of competition in the Nigerian markets at all levels
by eliminating monopolies, prohibiting abuse of a dominant market position and
penalizing other restrictive trade and business practices.[6] The activities of
the Consumer Protection Commission have been taken over by the Federal
Competition and Consumer Protection Commission, established by the FCCPA.
The key objectives of the FCCPA include,
promoting and maintaining a Competitive market in Nigeria, promoting economic
efficiency, protecting consumer interests and welfare, prohibiting restrictive
and unfair business practices and ensuring that the development of the Nigerian
economy.[7] This would bring
about more taxable businesses, more spending by the consumers, variety of goods
and services, business striving for more quality in their manufacturing and
packaging etc. These are beneficial to the Nigerian Economy.
promoting and maintaining a Competitive market in Nigeria, promoting economic
efficiency, protecting consumer interests and welfare, prohibiting restrictive
and unfair business practices and ensuring that the development of the Nigerian
economy.[7] This would bring
about more taxable businesses, more spending by the consumers, variety of goods
and services, business striving for more quality in their manufacturing and
packaging etc. These are beneficial to the Nigerian Economy.
The key reforms of the FCCPA are laudable.
Firstly, it establishes the Federal Competition and Consumer Protection
(Commission) and the Competition and Consumer Protection Tribunal for the
promotion of competition in the Nigerian markets at all levels by eliminating
monopolies, prohibiting abuse of a dominant market position and penalizing
other restrictive trade and business practices. The activities of the consumer
Protection Commission have been taken over by the Federal Competition and
Consumer Protection Commission, established by the FCCPA.
Firstly, it establishes the Federal Competition and Consumer Protection
(Commission) and the Competition and Consumer Protection Tribunal for the
promotion of competition in the Nigerian markets at all levels by eliminating
monopolies, prohibiting abuse of a dominant market position and penalizing
other restrictive trade and business practices. The activities of the consumer
Protection Commission have been taken over by the Federal Competition and
Consumer Protection Commission, established by the FCCPA.
The Commission carries out functions like the
issuance of rules and regulations to govern competition and consumer protection
matters and the elimination of all anti-competitive agreements.[8] The Commission also
resolves disputes, address complaints, issue directives and apply sanctions
when necessary.[9]
issuance of rules and regulations to govern competition and consumer protection
matters and the elimination of all anti-competitive agreements.[8] The Commission also
resolves disputes, address complaints, issue directives and apply sanctions
when necessary.[9]
The FCCPA also grants the Commission
concurrent jurisdiction to regulate matters relating to competition and
consumer protection with other sector-specific regulatory bodies. The
Commission is also empowered to determine appeals or requests to review the
exercise of power by sector regulators on matters affecting competition.[10] This implies that
the Commission may overturn a decision made by any sector-specific regulator.
concurrent jurisdiction to regulate matters relating to competition and
consumer protection with other sector-specific regulatory bodies. The
Commission is also empowered to determine appeals or requests to review the
exercise of power by sector regulators on matters affecting competition.[10] This implies that
the Commission may overturn a decision made by any sector-specific regulator.
Another remarkable provision of the FCCPA is
the establishment of a Competition and Consumer Protection Tribunal to conduct
trials over activities, which are prohibited by the Act. Sections 39(2) and
Section 47(1) of the FCCPA provides that the Tribunal can also hear appeals on
decisions made by the Commission or Sector-specific regulatory authorities and
impose penalties for prohibited acts. The Tribunal can also review decisions
made by any sector-specific regulatory authority on issues arising from
competition and consumer protection. The Tribunal can only exercise this power
where such appeals or reviews have been heard by the Commission.[11] The Act also provides
that the decisions of the Tribunal must be registered at the Federal High Court
prior to its enforcement.[12]
the establishment of a Competition and Consumer Protection Tribunal to conduct
trials over activities, which are prohibited by the Act. Sections 39(2) and
Section 47(1) of the FCCPA provides that the Tribunal can also hear appeals on
decisions made by the Commission or Sector-specific regulatory authorities and
impose penalties for prohibited acts. The Tribunal can also review decisions
made by any sector-specific regulatory authority on issues arising from
competition and consumer protection. The Tribunal can only exercise this power
where such appeals or reviews have been heard by the Commission.[11] The Act also provides
that the decisions of the Tribunal must be registered at the Federal High Court
prior to its enforcement.[12]
The Federal Competition and Consumer
Protection Act has also created a new regime for Mergers. Sections 118 to 128
of the Investment and Securities Act (ISA), which deal with mergers and
acquisition, have been repealed by the Act. The Commission has been empowered
to prohibit and approve mergers. That is, the Securities and Exchange
Commission no longer regulates mergers and acquisitions in Nigeria. The FCCPA
has a key difference as it provides for the inclusion of a Joint venture as a
means by which a merger can occur in (section 92(1) (b) (iii) of the FCCPA.
Intermediate mergers are not contemplated under the FCCPA as it prescribes only
two categories of mergers- small and large mergers.[13] Approval of small
mergers will be granted within 20 business days of filing the merger
notification[14]; whilst the approval
of large mergers will be granted within 60 days following the satisfaction of
the merger notification requirements.[15]
Protection Act has also created a new regime for Mergers. Sections 118 to 128
of the Investment and Securities Act (ISA), which deal with mergers and
acquisition, have been repealed by the Act. The Commission has been empowered
to prohibit and approve mergers. That is, the Securities and Exchange
Commission no longer regulates mergers and acquisitions in Nigeria. The FCCPA
has a key difference as it provides for the inclusion of a Joint venture as a
means by which a merger can occur in (section 92(1) (b) (iii) of the FCCPA.
Intermediate mergers are not contemplated under the FCCPA as it prescribes only
two categories of mergers- small and large mergers.[13] Approval of small
mergers will be granted within 20 business days of filing the merger
notification[14]; whilst the approval
of large mergers will be granted within 60 days following the satisfaction of
the merger notification requirements.[15]
The Act is binding upon a Body Corporate or
an agency of Government of the Federation or agency of the Subdivision of the
Federation and all commercial activities aimed at making profit and geared
towards the satisfaction of demand from the public. The Act also regulates
Conduct outside Nigeria by a citizen of Nigeria or a person ordinarily resident
in Nigeria; a body Corporate incorporated in Nigeria or carrying out business
within Nigeria; any person in relation to the supply or acquisition of goods
and services by that person in relation to the acquisition of shares or other
assets outside Nigeria resulting in the change of control of a business, part
of a business or any assets of a business, in Nigeria.
an agency of Government of the Federation or agency of the Subdivision of the
Federation and all commercial activities aimed at making profit and geared
towards the satisfaction of demand from the public. The Act also regulates
Conduct outside Nigeria by a citizen of Nigeria or a person ordinarily resident
in Nigeria; a body Corporate incorporated in Nigeria or carrying out business
within Nigeria; any person in relation to the supply or acquisition of goods
and services by that person in relation to the acquisition of shares or other
assets outside Nigeria resulting in the change of control of a business, part
of a business or any assets of a business, in Nigeria.
The effective implementation of this Act will
bring about the advancement of the Nigerian economy by creating an enabling
business competition for healthy competition in the various sectors and
industries across the Nigerian Market.
bring about the advancement of the Nigerian economy by creating an enabling
business competition for healthy competition in the various sectors and
industries across the Nigerian Market.
[1] (Tyler, Martin. 2006)
[2] www.wikipedia.com
[3] ACAS-LAW; Federal Competition and Consumer Protection Act 2019
[4] O.
Isiadinso & E. Omoju, “The Federal Competition And Consumer Protection Act
2019: Regulatory Implications For Merger Transactions In Nigeria” available at http://www.mondaq.com/Nigeria/x/791502/Securities/The+Federal+Competition+And+Consumer+Protection+Act+2019+Regulatory+Implications+For+Merger+Transactions+In+Nigeria
(accessed 2nd September 2019)
[6] Explanatory Memorandum
of the FCCPA
[7] Section 1 of the FCCPA
2019
[8] Section 17(g) of the
FCCPA 2019
[9] Section 17(h) of the
FCCPA 2019
[10] Section 47(2) of the
FCCPA 2019
[11] Section 47(2) of the FCCPA 2019
[12] Section 54(b) of the
FCCPA 2019
[13] Section 92(4) of the
FCCPA 2019
[14] Section 95(6) of the
FCCPA 2019
[15] Section 97 of the
FCCPA 2019
