Kenya’s merger control regime continues to evolve in response to a rapidly changing economic environment and increased cross-border deal activity. For businesses and investors, keeping pace with these changes is crucial to ensuring compliance with the Competition Authority of Kenya (CAK) and achieving smooth deal execution.

Brian Muindi FCIArb, Partner and Head of Corporate & Commercial Practice, together with Associates Alex Nyororo and Davis Kosgei,  recently contributed to the Lexology Getting the Deal Through: Merger Control 2025 guide, unpacking Kenya’s framework, enforcement trends, and upcoming reforms. Below, we highlight some key takeaways.

Mandatory Notification and Merger Thresholds in Kenya

Under the Competition Act, 2010, merger notification is mandatory where a transaction results in direct or indirect control, or the creation of a full-function joint venture. Clearance must be obtained before implementation, even though there is no fixed filing deadline.

CAK typically issues determinations within 60 days, though complex cases may require more time. Thresholds for notification are based on combined turnover or asset values, with sector-specific rules for healthcare and carbon-based minerals. Importantly, foreign-to-foreign mergers must also be notified if they have a competition effect in Kenya.

Competition and Public Interest Test

Kenya’s merger regime is unique in requiring both a competition assessment and a public interest test. Beyond analysing market dominance or anti-competitive effects, the CAK examines the impact on employment, SME competitiveness, and Kenya’s industrial capacity.

In high-profile decisions, the Authority has imposed conditions such as retaining a percentage of employees for a fixed period post-merger. These cases demonstrate how labour and socio-economic concerns are increasingly central to merger approvals in Kenya

Sanctions and Remedies for Non-Compliance

Failure to notify the CAK can attract significant penalties, including fines of up to 10% of an undertaking’s annual turnover in Kenya, imprisonment, or both. The CAK has also imposed structural (e.g., divestments) and behavioural remedies (e.g., price caps and restrictions on expansion) to safeguard against anti-competitive outcomes.

Cross-Border Cooperation and Upcoming Reforms

Kenya continues to align with regional merger control frameworks. The CAK collaborates closely with COMESA and the East African Community Competition Authority (EACCA), recognising that modern mergers often cut across multiple jurisdictions.

Looking ahead, the Competition (Amendment) Bill 2024 proposes significant reforms, including:

• Introducing specific provisions on digital market dominance (covering platforms, marketplaces, search engines, and advertising services).
• Expanding the regulation of abuse of superior bargaining position to capture conduct beyond “buyer power.”
• Strengthening public participation by requiring the CAK to invite comments from stakeholders within 14 days of notification.

Recent Enforcement Trends

The CAK reviewed over 100 merger notifications in 2023/24, with manufacturing and financial services among the most active sectors. Enforcement priorities are shifting toward sustainability, ESG considerations, consumer protection, and digital platforms.

This broader approach reflects Kenya’s intent to align merger control with global competition law trends, ensuring the regime remains responsive to modern economic realities.

This article only scratches the surface of Kenya’s merger control framework. For a deeper analysis of the thresholds, case studies, and enforcement trends, read our full contribution to Lexology’s Merger Control on Lexology here.