Involving Nigerian Targets: A Practical Perspective

Introduction

Nigeria remains one of the most strategically significant M&A markets on the African continent. With Africa's largest economy, a population exceeding 220 million, and sectors ranging from upstream petroleum to high-growth fintech, the country consistently draws foreign acquirers looking for scale and first-mover advantage. But anyone who has negotiated a deal involving a Nigerian target knows that regulatory complexity not valuation is often the defining variable in whether and when a transaction closes.

This article takes a practical look at how regulatory risk manifests across the lifecycle of a cross-border deal involving a Nigerian target: from early structuring decisions and due diligence design, through to the drafting of conditions precedent, MAC clauses, and indemnity regimes that can mean the difference between a clean close and a costly impasse. It draws on the regulatory developments of the past two years including the Investments and Securities Act 2025 (ISA 2025), the Nigeria Tax Act 2025, the new CBN Foreign Exchange Code, and the Federal Competition and Consumer Protection Commission's (FCCPC) increasingly assertive enforcement posture to offer guidance that is current and actionable.

The article is written primarily for foreign acquirers and their counsel, though the principles are equally relevant to Nigerian sellers negotiating the allocation of regulatory risk.

Download full article here:

TTA Article on Nigeria MA Regulatory Risk.cdr

By: Olawunmi Ojo – Managing Associate