COMPETITION LAW: INPUT SOUGHT ON MINORITY PROTECTION GUIDELINES

COMPETITION LAW: INPUT SOUGHT ON MINORITY PROTECTION GUIDELINES

• 04 December 2025
• Trade, Industry & Competition
• SA Legal Academy

The Competition Commission has gazetted a notice calling for input on draft guidelines outlining its likely approach to a merger or acquisition application seeking to grant a minority shareholder some ‘form of control’.

According to the notice, 17 December 2025 is the deadline for submissions. However, the draft guidelines themselves (published separately on the Commission’s website) allow stakeholders until 20 January 2026 to comment. Clarity is needed.

Focusing on transactions involving ‘the acquisition of minority shareholder protections’, the draft guidelines:

• cover:
  • minority shareholder rights, and
  • the assessment of those rights
• apply generally, and
• are not market, sector or industry specific.

This is noting that:

• the analysis of any transaction depends on the facts of a specific case, and that
• the proposed new guidelines would not prevent the Commission from:
  • exercising its discretion to request information, or
  • assessing other factors on a case-by-case basis.

Once finalised – while the guidelines will not be binding on the Commission, the Tribunal or the Courts – any person interpreting or applying section 12 of the 1998 Competition Act (mergers) will be required to take them into account.

• draft guidelines
• Government Gazette notice
• Act (updated by SAFLII)

Published by SA Legal Academy Policy Watch

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