Ancillary Restraints Under The COMESA Merger Control Regime

The “ancillary restraints” doctrine, originally developed by the European Commission, serves to validate restraints that are objectively necessary to implement a legitimate transaction. It is relevant to restrictions that are directly related to, and necessary for, the implementation of a concentration. The treatment of ancillary restraints in merger control varies significantly across competition law regimes. While some jurisdictions have adopted dedicated frameworks setting out the conditions under which transaction-related restrictions may be considered permissible, others address such restrictions as part of the broader substantive assessment of a concentration. The COMESA Competition and Consumer Commission (CCCC) has historically not recognised a standalone ancillary restraints doctrine. However, the recently adopted COMESA Competition Regulations 2025 expressly recognise ancillary restrictions as a factor that may be considered in merger assessment.