Internal Restructuring: Insights Into The Competition Commission's Latest Guidelines

On 4 April 2025, the Competition Commission of South Africa ("the Commission") published its final Guidelines on Internal Restructuring. These Guidelines clarify how the Commission will determine whether a transaction is an 'internal restructuring' transaction, and outline scenarios where such a restructuring could trigger merger notification and approval requirements prior to implementation of the transaction.

The key in determining whether a transaction is a merger, is to assess whether there is a change in control. This stems from the definition of a merger which states that "a merger occurs when one or more firms directly or indirectly acquire or establish control over the whole or part of another firm's business."