The landscape for every business operating across the Common Market for Eastern and Southern Africa (COMESA) has been altered this past week, as the COMESA Council of Ministers immediately adopted sweeping new competition and consumer protection regulations.
The final COMESA Competition and Consumer Protection Regulations, 2025 (Final Regulations), came into force on December 5, ripping up the 2004 framework and introducing an aggressive new regime that will change how cross-border mergers, dominance, and trade are policed.
Pursuant to Regulation 84 of the 2025 Regulations read together with Rule 38 of the 2025 Rules, the 2025 Regulations and Rules shall take effect immediately after approval by the Council, that is, from December 5.
“Further, in accordance with Regulation 82 of the 2025 Regulations and Rule 39 of the 2025 Rules, the COMESA Competition Regulations of 2004 (the 2004 Regulations) and the COMESA Competition Rules of 2004 are hereby repealed,” reads a press release issued by the COMESA Competition and Consumer Protection Commission.
Legal experts said the changes were a seismic shift that would require immediate attention from local corporations and international investors alike.
The country’s businesses, already navigating domestic regulatory waters, must now confront these changes across four key areas, starting with the regulation of mergers.
One of the most significant changes was the introduction of a suspensory merger control regime.
Under the old rules, companies could proceed with a cross-border merger and notify the COMESA Competition and Consumer Commission (Commission) afterwards, but that leniency is now gone.
“The commission’s approval is required before parties may implement a notifiable merger,” the Final Regulations now mandate.
This means implementing a deal before approval was granted would now be illegal, subject only to narrowly defined derogations.
Furthermore, the commission asserted itself as the one-stop shop for all COMESA mergers, a move designed to stamp out attempts by member States, including Eswatini, to carve out their own jurisdiction on regional deals.
The new regime brought specific new targets and thresholds into play. For the first time, Greenfield Joint Ventures must be notified if they operate across two or more member States and meet the prescribed financial thresholds.
For digital markets, the rules introduced a special USD 250 million transaction value threshold, ensuring the commission can review acquisitions that might not meet the traditional turnover criteria, but still impact the regional digital ecosystem.
Regarding process, while the merger review period had been mercifully returned to 120 calendar days, the commission’s ability to extend this period now has no outer limit, effectively handing discretionary power to the newly-established Panel Responsible for Determination.
The rules governing anti-competitive conduct had been drastically toughened, bringing COMESA in line with stricter global standards. The Final Regulations contained express per se prohibitions on certain practices between suppliers and distributors, known as Vertical Restraints.
Specifically, absolute territorial protection and minimum resale price maintenance would now be illegal, as no economic justification could save them.
The standard for Diluted Dominance had also been altered such that the Final Regulations abandon the simple 30% market share presumption. Instead, dominance was now defined by economic strength and the ability of an undertaking to behave to an appreciable extent independently of its competitors, customers, suppliers, and consumers, according to the new rules.
Most revolutionarily, a new prohibition has been introduced against the Abuse of Economic Dependence. This targets businesses that exploit a significant imbalance in power or a lack of switching options, even if the abusing party is not technically dominant in the market, marking a major expansion of the commission’s reach.
The commission’s mandate had been significantly expanded beyond basic price and market competition to include broader social goals, mirroring global regulatory trends. The commission was now explicitly empowered to consider the effects of mergers on environmental protection or sustainability considerations as well as innovation.
While the traditional competition assessment still holds greater weight, the Final Regulations ensure that non-traditional public interest factors can now justify a merger that might otherwise be anticompetitive.
Furthermore, the commission, according to the new rules, now had an explicit focus on digital markets, including the power to designate and regulate gatekeepers and prohibit specific forms of conduct to ensure fair digital competition.
The commission has also gained the significant power to conduct general market inquiries, allowing it to investigate entire sectors without proving a specific infringement first.
To administer this new, aggressive regime, the commission had been granted substantial new procedural teeth. It now had the authority to:
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Issue interim orders to immediately halt suspected anti-competitive conduct
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Conclude settlement agreements with infringing parties
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Impose significant fines for breaches of the regulations
The adoption of the Final Regulations marked the most profound shake-up in regional trade regulation in decades. Eswatini-based businesses with regional footprints were now urged to immediately review all existing agreements, supply contracts, and prospective mergers to ensure compliance with this demanding new competition environment.
New rules target gatekeepers, digital dominance
The most forward-looking aspect of the COMESA Competition and Consumer Protection Regulations, 2025 (Final Regulations) is the intense focus on digital platforms.
The new rules retain special considerations for assessing dominance, moving beyond simple turnover metrics to incorporate factors essential to the digital economy. These include data quantity, accessibility and control, and network effects.
COMESA Competition and Consumer Commission Chief Executive Officer (CEO) Dr Willard Mwemba acknowledged that traditional competition rules often failed to capture the true power held by these firms.
This focus was sharpened by new, significantly expanded substantive provisions that target designated gatekeepers.
These platforms were defined as digital service providers operating a core platform service that serves as an important gateway for business users to reach end-users and enjoys, or is likely to enjoy, an entrenched and durable position.
While the specific quantitative thresholds for this designation are yet to be finalized, the consequences for being designated are immediate and severe.
The regulations introduced a list of per se prohibitions on conduct by these gatekeepers, including:
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Price parity clauses
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Anti-steering provisions, which prevent business users from directing customers to cheaper off-platform services
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Self-preferencing (favoring the gatekeeper’s own products or services)
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Differential treatment of small and medium enterprises
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Restrictions on data portability
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Failure to clearly identify paid ranking in search results
The regulatory scrutiny begins with a special treatment of digital mergers. A merger in the digital market would now be notifiable if it meets a transaction value threshold of USD 250 million and involves at least one party operating in two or more member States, according to the final regulations.
This move was specifically designed to capture high-value acquisitions of nascent, yet promising, tech startups that may not yet have high turnover or assets in the region but pose a future competitive threat.
This transaction value test fundamentally altered the merger landscape for tech investors across COMESA, bringing more platform deals into regulatory scope than ever before.
Complementing the heightened focus on digital giants, the commission has been granted the powerful new authority to conduct market inquiries, where it considers it necessary or desirable. This allows the CCCC to investigate an entire sector or specific consumer issues without having to prove a competition infringement by a particular company first.
The authority accompanying this power is that the commission could demand information from any person, and any failure to cooperate could render that person liable for a penalty of up to 10% of their turnover.
Upon the conclusion of an inquiry, the commission could initiate a formal investigation or enter into agreements with undertakings to implement remedial measures.
CCC rebrands to COMESA Competition and Consumer Commission
The regional antitrust authority, formerly known as the COMESA Competition Commission (CCC), has officially rebranded as the COMESA Competition and Consumer Commission (CCCC).
This change, which adds a crucial fourth ‘C’ to its title, marks the beginning of a significantly expanded mandate. The transformation was mandated by the COMESA Competition and Consumer Protection Regulations, 2025, and their accompanying Rules, which were approved by the COMESA Council of Ministers on December 4.
The new regulatory framework repealed the 2004 Regulations, effectively drawing a bright line under the old regime.
According to a press release issued by the commission, the 2025 Regulations and Rules took effect from December 5. This date is important, as the commission advised the public that any conduct, event, or incident arising on or after December 5 would be governed under the new 2025 Regulations.
The press release noted that the name ‘COMESA Competition Commission’ has been amended to reflect this change as of the effective date.
While the new regime is immediately effective, the commission has clearly communicated that the transition will be managed to ensure continuity for ongoing matters.
The new Regulations explicitly provide that the former COMESA Competition Regulations of 2004 are repealed. However, the press release made it clear that all proceedings and processes commenced under the 2004 Regulations would continue to be guided and governed by that old framework until their conclusion.
This provision ensured legal stability for pending merger reviews, investigations, and legal proceedings already underway prior to the implementation date.
To prevent confusion during the transition, the commission also advised that any communications or notices previously issued by the old COMESA Competition commission shall be deemed to have been issued by the COMESA Competition and Consumer Commission.
