Focus on some recent developments in competition law in Africa

African competition law continues to undergo transformations marked by regulatory reforms and stronger competition law enforcement in key jurisdictions / regional authorities where we assist our clients together with our offices located in Morocco, Tunisia and Algeria.

1. ECOWAS : New merger guidelines

After becoming operational on 1^st October 2024, the ECOWAS Regional Competition Authority (ERCA) which comprise 12 countries (Benin, Cape Verde, Ivory Coast, Gambia, Ghana, Guinea, Guinea-Bissau, Liberia, Nigeria, Senegal, Sierra Leone and Togo) ^[1] has already issued its first merger clearances under the new regime with a review period in average of more or less 3 months after notification.^[2]

ERCA has also recently published new Guidelines detailing the merger procedure and assessment. The Guidelines are very similar to EU / French rules and establish a comprehensive framework for assessing merger transactions.

The Guidelines provide clarification regarding the timetable for the ERCA’s review of the file: (i) the Executive Director has 30 working days to issue a recommendation to the Council in the absence of competition concerns (Phase I); in the event of competition concerns, this period may be extended by an additional 60 working days (Phase 2); (ii) the Council has then 30 working days to issue a decision, which may be extended by 15 working days in the event of competition concerns.

The Guidelines also introduce a possible pre-notification process notably in order to clarify the transaction’s eligibility for notification.

Close attention should be given to the filing fees. The Guidelines specify that notification fees correspond to 0.1% of the combined annual turnovers or combined asset value — whichever is higher — of the enterprises within the Community (without setting a cap). In practice, the terms for payment of notification fees could be discussed with ERCA (payment in several installments). The ERCA review period starts from the date of payment of the notification fee.

The Guidelines indicate in which cases a notification will be referred to the ERCA or a national competition authority, with the aim for ERCA to operate as one-stop shop for cross-border transactions meeting the ECOWAS thresholds.

ECOWAS has thus became a jurisdiction to take into consideration when conducting a multi-jurisdictional analysis, and will likely enforce its rules fully. It is therefore essential to ensure compliance with its merger control regime.

2. Tunisia : recognition of COMESA’ one stop shop

Tunisia has recently signed a Memorandum of Understanding (MoU) with the COMESA Competition Commission (CCC), marking a significant step in enhancing regional cooperation on competition policy and enforcement. This agreement aims to strengthen the enforcement of competition policies and laws in Tunisia and across the COMESA region.

The MoU was signed during a three-day training session held in Tunis, focusing on adapting Tunisia’s legislation to international standards to ensure sustainable economic recovery.

The MoU introduces a notification process between COMESA and Tunisia, enabling both parties to inform each other of enforcement activities that may impact the interests of the other. This applies to anticompetitive practices, conducts approved or prohibited by one of them, imposition of penalties, remedies, conditions, commitments, etc.

With regards to mergers, COMESA and Tunisia agree to notify each other of any relevant information concerning transactions with a national or regional dimension. The MoU reflects a strong exchange of information and cooperation between Tunisia and COMESA.

Another evolution discussed at this occasion is the recognition of the one stop shop principle by Tunisian competition authorities (ie exclusive jurisdiction of COMESA). The recent practice (following the ratification of the COMESA treaty by Tunisia) is to consider that if a merger transaction concerns two members states of the COMESA and that the latter thresholds are met, is no filing would be required in Tunisia even if the threshold are met in the country.^[3]

3. Morocco : continued active enforcement

Since its reactivation in 2019, the Moroccan Competition Council is very active in reviewing transactions that trigger a notification in Morocco. Its merger control review is evolving with the adoption of merger control guidelines which provide detailed presentation of the procedure as well as the assessment expected from the MCC.^[4]

The Competition Council has also recently authorized several merger cases with structural and/or behavorial commitments after Phase 1 or Phase 2 reviews, for example in the banking, insurance sector or construction sector, under the control of a monitoring trustee in some cases.

In addition, antitrust rules are also developing in parallel, notably with the first dawn raids carried out by the Competition Council in October 2024.

4. Algeria : reactivation of the Competition Council

In February 2025, Algeria revitalized its Competition Council with a new composition, following a transitory period. The President appointed the new members through a Presidential Decree dated February 18, 2025, aiming to strengthen competition policy as a cornerstone of economic reform and sustainable development.

During the installation ceremony of the new composition, Minister of Commerce emphasized the Council’s role in enforcing competition laws, combating monopolies, and ensuring market stability. He also advocated for revising the competition law to better address issues like the protection of consumers’ purchasing power.

Transactions meeting merger control thresholds shall be examined and cleared prior to their implementation.^[5]

[1] ERCA recognized the withdrawal of Burkina Faso, Mali, and Niger from ECOWAS on 29 January 2025 (see ERCA’s press release, available at this link: https://www.ecowas.int/press-statement-2/).

[2] A prior merger filing is mandatory if one the following two alternative thresholds are met:

• the combined turnover or any relevant balance sheet item (whichever is higher) of the parties to the transaction exceeds 20 million ECOWAS units of account in ECOWAS, i.e.23.89 million euros (one unit of account is equivalent to 1.1947 euros on 5 June 2025), or

• the turnover of at least two of the parties to the transaction or any relevant balance sheet item (whichever is higher) exceeds 5 million ECOWAS units of account in ECOWAS, i.e. 5.97 million euros.

To be considered as a Community-wide merger, the merger must involve enterprises that operate in at least two Member States of the ECOWAS. It should be noted that, according to ERCA, this two Member States condition is met even if the target is active in only one Member State, as long as the purchaser is active in one or several other Member State(s).

[3] Regarding COMESA, a merger filing is mandatory when the two following conditions are met :

• The aggregate COMESA-wide turnover or assets of the undertakings involved is USD 50 million (approx. EUR 46.19 million) or more; and

• each of at least two of the undertakings involved has COMESA-wide turnover or assets of USD 10 million (approx. EUR 9.23 million) or more.

The thresholds require a mandatory filing provided that the parties do not have 2/3 or more of their individual turnover in one and the same COMESA member state (in which case a notification should be made to that member state). So far the regime is non suspensory.

In Tunisia, a merger control filing is mandatory if either one of the following thresholds are met :

• Market Share Threshold : The average combined market share of the parties in any market in Tunisia over the past three years is more than 30%.

• Turnover Threshold : The total turnover of all the entities involved in the transaction in Tunisia (excluding exports and sales taxes) exceeded TND 100 million (approx. USD 32.13 million, EUR 29.71 million).

[4] Moroccan Competition Council, Merger control guidelines, December 2023. Available at (in French) : https://conseil-concurrence.ma/lignes-directrices-relatives-au-controle-des-operations-de-concentration-economique-decembre-2023/

[5]  In Algeria, a merger control filing is mandatory if the following threshold is met :

• Any transaction that involves a party with, or that will create, a market share of more than 40% in Algeria, or a wider geographic market including Algeria, must be notified to, and approved by, the Council prior to closing.