The COMESA Competition and Consumer Commission (CCCC) has issued Practice Note No. 1 of 2026 (Practice Note) to clarify how the new merger control regime under the COMESA Competition and Consumer Protection Regulations, 2025 (Regulations) will be applied in practice.

The Practice Note provides guidance on transitional arrangements, derogations, timelines, and the treatment of digital transactions and joint ventures.

This article provides a summary of the CCCC’s clarifications, complemented by timely insights shared by Dr Willard Mwemba (Dr Mwemba), chief executive officer of the CCCC, during a webinar hosted by Bowmans (accessible here) following the adoption of the Regulations.

Transitional treatment of transactions

The Practice Note clarifies the effective date for the implementation of the Regulations, confirming that all matters which the CCCC was seized with on or before 4 December 2025 (ie the date the Regulations were adopted by the COMESA Council of Ministers) will continue under the repealed regulations until conclusion. Conversely, any transaction not before the CCCC by that date must comply with the new regime.

To avoid uncertainty, the CCCC has adopted a bright-line approach: transactions not notified by 4 December 2025 must be notified under the new Regulations, regardless of signing date or the former 30-day rule. However, where the notification process had commenced under the old regime (interpreted broadly to include pre-filing engagement such as correspondence or calls indicating imminent filing) the CCCC will treat the matter as already before it and apply the repealed regulations. 

Suspensory regime and derogations

The Regulations introduce a mandatory and suspensory regime, precluding the implementation of a notifiable merger prior to CCCC approval. There is no derogation from the obligation to notify. Derogations from the standstill obligation may however be granted, in exceptional circumstances and upon compelling justification.

The Practice Note confirms that to avoid abuse of this mechanism, the CCCC shall only grant derogations pursuant to situations presented under the Regulations, namely, public bids or securities transactions including those convertibles into other securities admitted to trading on a stock exchange, by which control is acquired from various sellers, provided that the transaction is notified before implementation and the acquirer does not exercise the voting rights attached to the securities in question.

The Practice Note emphasises that derogations will be administered pragmatically but sparingly, and may be subject to conditions, or a prohibition order.

Timelines and extensions 

The Practice Note confirms that, given that the merger regime is now suspensory, there is no statutory deadline for the notification of a transaction.

In terms of the Regulations, the CCCC is required to issue a decision within 120 calendar days of receiving a complete merger filing. The CCCC recognises two mechanisms by which the 120-day period may be adjusted. First, where procedural circumstances justify ‘stopping the clock’ (ie merging parties have not timeously responded to requests for information from the CCCC). Second, where substantive complexity is present and competition concerns require deeper inquiry, the CCCC must inform the parties and seek an extension from the Panel Responsible for Determination (Panel).

The Practice Note makes clear that the CCCC will only seek an extension where the transaction raises competition concerns that warrant additional examination, investigation, and engagement with the parties or stakeholders.

To safeguard against any perception of administrative overreach, the CCCC has indicated that it will prevent abuse of the extension mechanism, ensuring that its recourse to extensions is appropriately constrained by the presence of demonstrable competition issues and that the Panel’s supervisory role in fixing the duration remains unfettered.

Where the Panel does not accept the CCCC’s recommended duration, it may unilaterally determine the number of days to be granted. The Panel may reject an application for extension only where it is manifestly clear that the transaction does not raise competition concerns. All granted extensions must be notified to the parties in advance and, cumulatively, may not exceed 120 days beyond the original period.

Digital market transactions

The Regulations introduced a transaction-value threshold for digital mergers of USD 250 million, and according to the Practice Note, this value is assessed on a global basis rather than COMESA-attributable value. Notification is required where at least one party operates in two or more Member States, and the transaction meets this financial threshold.

The CCCC acknowledges the risk of capturing transactions with limited regional nexus and Dr Mwemba explained that the CCCC intends to issue guidelines to articulate limiting principles. Pending such guidance, the threshold will be applied strictly to all qualifying transactions. The CCCC’s working indicators for ‘digital’ include platform services, businesses heavily dependent on data, and transactions involving major technology firms.

Joint ventures

The Practice Note confirms that full-function joint ventures operating or intended to operate as an autonomous economic entity on a lasting basis (which the CCCC interprets as a period of three years or more), are treated as mergers under the Regulations.

The Practice Note also confirms that the ‘general thresholds’ for merger notification apply. That is, a joint venture is notifiable if: (i) the joint venture is intended to operate in two or more Member States; (ii) at least one of the parent undertakings to the joint venture operates in two or more Member States; and (iii) the ‘general thresholds’ for mergers are met. The Practice Note explains that for newly created joint ventures, the relevant turnover or assets is those of the parent undertakings.

A nuance in the new regime concerns the assessment of whether a joint venture is ‘intended to operate’ within the Common Market. The Practice Note clarifies that a joint venture must be notified at formation if, at that point, the parties have a clearly defined intention to operate within COMESA in the foreseeable future. For these purposes, the CCCC considers a period of three years or less as constituting the foreseeable future. Where such intention cannot be established (ie where the parties’ plans contemplate entry only in the distant future beyond three years), the transaction will not be subject to notification. In determining whether the requisite intention exists, the CCCC will examine the overall structure and purpose of the joint venture, as well as expected and planned market activity.

Public interest considerations

The Practice Note clarifies that while the CCCC may consider public interest factors in merger review, competition effects remain paramount. The CCCC is more likely than not to reject an anti-competitive merger even if it advances public interest objectives, and conversely unlikely to prohibit a pro-competitive merger solely on public interest grounds.

Coordination with the East African Community Competition Authority

Given overlapping membership between COMESA and the East African Community, Dr Mwemba explained that the CCCC intends to operationalise a protocol for jurisdictional allocation based on the ‘centre of gravity’ of competitive effects. This may include ceding review to the EAC where appropriate, thereby avoiding duplicative notifications and inconsistent timetables. Details on how this will operate will be set out in the proposed protocol, which is hoped will operate ex ante to allow merger parties to self-assess where notification should be made.

Conclusion

As the new merger control regime enters its enforcement phase, stakeholders should anticipate additional practice notes and guidelines to refine its application, as evidenced by the publication of this first Practice Note.

These developments underscore the CCCC’s commitment to balancing robust enforcement with commercial certainty and ensuring that regime evolves in a manner that provides clarity while safeguarding competition in the Common Market.

Written by Xolani Nyali, Partner and Nazeera Mia, Knowledge and Learning Lawyer, Bowmans