Regulatory Consent as Transaction Risk in Nigeria’s Post-2024 Upstream M&A

Abstract

This paper examines how regulatory consent has evolved into a substantive source of deal risk in Nigeria’s post-2024 upstream mergers and acquisitions landscape.

Drawing on the Petroleum Industry Act 2021 and key subsidiary instruments, particularly the Nigerian Upstream Petroleum (Assignment of Interests) Regulations 2024, the paper argues that consent is no longer a merely procedural condition precedent but a mechanism for broad regulatory scrutiny of both assets and counterparties.

It shows that environmental liabilities, commercial compliance, host community obligations, and acquirer capability now form part of the approval matrix applied by regulators in upstream transactions.

The paper further considers the implications of the Environmental Regulations 2022, Host Communities Development Regulations 2022, and Commercial Regulations 2025, demonstrating how these frameworks affect transaction structuring, valuation, due diligence, long-stop dates, and post-closing risk allocation.

By reference to recent Nigerian upstream divestments, including the Seplat/ExxonMobil and Shell/Renaissance transactions, the paper highlights the practical reality that regulatory timelines and compliance histories can materially influence deal certainty and execution.

It concludes that successful upstream M&A in Nigeria now depends on early regulatory engagement, integrated compliance assessment, and transaction structures designed around substantive approval risk.

Published

Regulatory Consent as Transaction Risk & Structuring Upstream M&A Transactions Under Niger.

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