Mergers and Acquisitions are vital for growth, market entry, and consolidation. The regulatory landscape governing merger control has been shifting, and significantly impacting corporate compliance strategies, transaction planning, and commercial risk for companies.
One of these recent Mergers & Acquisition changes were brought about by the new Competition and Consumer Protection Regulations, 2025 (2025 Regulations) and the COMESA Competition and Consumer Protection Rules, 2025 (2025 Rules), which came into force on 5th December 2025. The significant reforms introduced by the Regulations and the Rules include:
- Exclusive Jurisdiction: The new regime clarified the superiority of the COMESA competition framework and stipulated that the 2025 Regulations will take precedence over national laws where there is any conflict between both laws.
- Suspensory Pre-Merger Regimes is now Standard: Before, notifiable mergers had to be filed within 30 days of the parties’ decision to merge. Under the new regime, suspensory obligations are to be imposed, meaning all deals must not be implemented until clearance is obtained.
- New notification threshold: Under the 2004 regime, the threshold test was USD 5O million for all undertakings to a merger and USD 10 million for at least two parties to a merger. The new regime provides that a merger is notifiable only where the combined annual turnover or combined value of assets of all parties in the common market, whichever is higher, equals or exceeds USD 60 million and where the annual turnover or value of assets of at least two of the merging parties in the Common Market, whichever is higher, equals or exceeds USD 10 million.
- Higher merger filing fees and expanded obligations: Regional merger filings have been increased from 0.01% of the combined turnover or value of assets (whichever is higher), up to USD 200,000, now to 0.01% of the combined turnover or value of assets (whichever is higher), up to USD 300,000. The new regime also requires more exhaustive disclosures, including digital-data metrics and subscriber counts.
These reforms mean that for companies, deal planning must start early, as they can no longer leave merger filings to the end of transaction processes due to the new filing thresholds and suspensory rules. The process is now costlier and take longer due to increased regional filing fees, more extensive information requirements (particularly for digital transactions), and stricter review schedules. Further, non-compliance carries real risks and sanctions such as fines of up to 10% of turnover, interest on unpaid penalties, and deal reversal; reputational harm and rising transactional costs.
Kenya’s merger control landscape is becoming more sophisticated, regionally aligned, and enforcement-intensive. Proactive regulatory strategy, careful transaction structure, and early engagement with competition authorities are now crucial elements of Mergers & Acquisition effective management.
Maureen Mutai is an Advocate of the High Court of Kenya, and an Associate at MMS Advocates LLP. This article was written in the spirit of discovering where her interests lie in the vast legal field, and with the general desire to keep learning.