Change Of Control/Material Influence Under The New ECOWAS Merger Control Regime

Administered by the ECOWAS Regional Competition Authority (ERCA) ECOWAS introduced a supranational merger control regime in late 2024. One of its key pillars is the concept of control, broadly interpreted to include not just acquisitions of majority shareholdings but also instances of material influence. This approach reflects a deliberate choice by ECOWAS to prevent regulatory gaps, particularly in deals involving complex corporate structures, minority investors, or contractual arrangements that confer strategic power without formal ownership. The regime seeks to capture transactions that involve the transfer of decisive influence can be exercised over the commercial strategy or key operational decisions of an undertaking. This client brief explores how control is defined and interpreted under the ECOWAS rules, examines the indicators used to identify material influence, and compares the ECOWAS framework to the more traditional approach adopted by Nigeria.