COMESA's Competition Regime Overhaul: Key Insights From The ENS Webinar

On 4 December 2025, COMESA marked a significant milestone in the evolution of competition regulation across the Common Market with the approval of its revised Competition Regulations and Rules. The changes represent a fundamental overhaul of the merger control framework, introducing a fully suspensory regime, new notification thresholds, strengthened enforcement powers and an expanded focus on innovation, data and public interest considerations.

In a webinar hosted by ENS on 4 February 2026, Dr Willard Mwemba, Chief Executive Officer of the newly rebranded COMESA Competition and Consumer Commission (the "Commission"), joined Jocelyn Katz, global head of ENS's competition and antitrust practice, to unpack these transformative changes and their practical implications for businesses and advisers operating in the region.

The catalyst for change
The original COMESA Competition Regulations were promulgated in 2004. Twenty-one years later, the competitive landscape had fundamentally transformed. As Dr Mwemba explained, the previous framework lacked provisions to address digital markets, environmental considerations and data-driven business models. The quantum of fines had also proven inadequate-neither deterring would-be offenders nor discouraging repeat violations. The comprehensive revision addresses these gaps.

Affirming the one-stop shop principle
The new regulations unequivocally confirm that the Commission has exclusive jurisdiction over mergers meeting prescribed thresholds. It would be contrary to the spirit of the regulations and the COMESA Treaty for member states to require parallel notifications.

Dr Mwemba acknowledged that Egypt's competition authority has called for parallel filings following the introduction of its own merger control provisions. While official correspondence from Egypt's leadership affirmed the one-stop shop principle, some officials have publicly indicated otherwise. Dr Mwemba was clear: member states are sovereign and cannot be forced to comply, but those that do not respect the principle face consequences-including exclusion from technical assistance, capacity building, fee-sharing and staff recruitment.

For businesses receiving demands for parallel filings, Dr Mwemba's advice was pragmatic: write to the national authority referencing COMESA's position and copy the Commission, enabling engagement to resolve the issue. Dr Mwemba was nevertheless keen to emphasise that member states-including Egypt-have generally been very cooperative, describing current tensions as "teething problems" and noting that COMESA countries "should be given kudos-they have really complied and cooperated beyond what could have been anticipated."

The shift to a suspensory regime
Perhaps the most significant practical change is the introduction of a mandatory suspensory regime. Transactions cannot be implemented until the Commission issues its clearance decision.

The previous non-suspensory framework allowed parties to proceed after notification without awaiting clearance. However, this created risks of costly unwinding if concerns arose later. The new regime provides certainty and finality, though it elevates COMESA in the critical path of deal execution.

Expedited review and derogations
In a significant new development, Dr Mwemba announced for the first time that the Commission is introducing an expedited review process to balance certainty with speed. Guidelines for this process are expected within weeks. Expedited review will be available for competitively neutral transactions with no overlaps or material concerns. Parties must specifically request this treatment and provide justification. An additional fee will apply to cover the administrative costs of convening special panel sittings.

Regulation 42 also introduces derogations allowing parties to proceed before clearance in specific circumstances-currently confined to public bids and trading in securities. Dr Mwemba indicated that in the short to medium term, the Commission intends to limit the consideration of derogations to those scenarios but that the door is not closed to extending derogations to distressed sales or businesses facing genuine financial pressures where there are compelling submissions made by merging parties.

Digital mergers: Capturing innovation value
The Regulations introduce new thresholds for mergers in digital markets based on a global transaction value of $250 million, which mean that digital transactions with low revenue but high data or innovation value are now captured. Guidelines are forthcoming; in the interim, the Commission will apply a strict approach-if the threshold is met, the transaction is notifiable. Guidelines will provide clarification on factors to be considered such as user numbers and the importance of platforms to Common Market consumers.

Public interest: A common market perspective
The new regulations introduce public interest considerations-including employment, SME participation and historically disadvantaged persons-but the Commission's approach differs markedly from South Africa's, where public interest carries equal weight with competition.

For COMESA, public interest remains secondary and is assessed at the Common Market level, not nationally. Dr Mwemba was unequivocal: "We are unlikely-very unlikely-to reject a pro-competitive merger because it has public interest concerns." Conversely, an anti-competitive merger will not be approved simply for claiming public interest benefits unless those benefits are so extraordinary that "the whole world can see" they outweigh the harm.

Environmental and sustainability considerations
In a development placing COMESA at the frontier of global competition policy, the regulations introduce environmental and sustainability factors as a public interest ground. Transactions resulting in significant reductions in greenhouse emissions may be viewed favourably; those reversing environmental gains or creating barriers to green solutions may attract scrutiny. Guidelines will focus on sectors with significant environmental impact: extraction, mining, fossil fuels, and agriculture.

Regional cooperation: Resolving overlapping jurisdictions
The commencement of operations of the East African Community (EAC) Competition Authority in November last year raised concern of double notification between the regional competition authorities in the EAC and COMESA, with five of the EAC seven member states also COMESA members. Dr Mwemba provided assurances that this concern would be resolved. In addition to the MOU concluded between the two authorities, the 2025 Regulations provide the possibility for engagement with regional authorities to determine the best-placed agency and the EAC Council has also directed the EACCA to resolve this issue. A working paper on a mechanism for allocating cases between the authorities is on Dr Mwemba's desk; resolution is "very near."

At the continental level, the new Regulations will likewise enable the Commission to coordinate with the continental authority, once set up. Dr Mwemba shared that the current draft of the AfCFTA competition protocol provides that transactions involving parties from two or more regional economic communities and meeting a USD1 billion turnover/asset threshold fall to the continental authority, with safeguards against triple notification to regional and national authorities.

Crisis provisions and vertical agreements
Regulation 81 empowers the Commission to temporarily suspend provisions-including cartel prohibitions-during serious economic disturbance affecting the Common Market or a substantial part of it. Any coordination must demonstrably contribute to resolving the crisis.

The regulations also elevate certain vertical restraints to per se prohibited status: absolute territorial protection, restrictions on passive sales, and minimum resale price maintenance. Restrictions on passive sales directly contravene the Treaty objective of free movement of goods and services. Restrictions on active sales remain subject to rule of reason analysis. Manufacturers, distributors, and franchisors should review their distribution arrangements carefully.

Investigation timelines and rebranding
While the new Regulations have removed the statutory timelines for conduct investigations, according to Dr Mwemba, this is unlikely to affect the duration of investigations in practice-the Commission invariably invoked extensions under the previous regime. The nature of each case will determine its timeline.
Finally, the rebranding to CCCC signals that consumer matters will demand greater attention going forward.

Looking ahead
The revised regulations represent an ambitious new chapter in regional competition enforcement-modern, comprehensive, and designed for the digital age. Dr Mwemba's closing message was one of partnership: the Commission is learning alongside the market and welcomes input from practitioners and businesses. Engagement will be essential as the new regime beds down.

This article is based on the ENS webinar featuring Dr Willard Mwemba and Jocelyn Katz, discussing the COMESA Competition Regulations and Rules approved on 4 December 2025. The full webinar recording is available to view here: ENS - Videos - Pop-up webinar | Revised COMESA Competition Regulations, now in force

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