Recent COMESA Guidelines On Expedited Review, Comfort Letter, And Advisory Opinion

The COMESA Consumer and Competition Commission (CCCC) Guidelines and Practice Notes on “the Schedule of Fees and Services Rendered by the Commission” to address procedural aspects including: (i) expedited merger review, (ii) comfort letters, and (iii) advisory opinions. While each procedure serves a distinct purpose, they collectively aim to improve the predictability, accessibility, and efficiency of the COMESA merger control regime by providing businesses with clearer guidance on notification requirements and the review process.

Expedited review

Under the COMESA Competition Regulations, 2025, the CCCC generally has 120 calendar days to review a transaction notified to them. As an exception, the Regulations provide for an expedited review under which a decision is expected to be issued within 45 calendar days. To qualify for an expedited review, (i) there must be compelling reasons for granting the request for review in expedited procedure, (ii) the transaction must not raise competition concerns, and (iii) no referral request by a COMESA Member was issued. Where parties seek to have a transaction reviewed in expedited procedure, they must submit a request for expedited review together with the merger review filing.

The CCCC shall determine whether a transaction is eligible for expedited review within 30 calendar days from receipt of the request for expedited review. The CCCC has sole discretion to determine whether a merger qualifies for expedited review. In assessing eligibility, the CCCC will consider primarily the complexity and nature of the proposed transaction. Where the CCCC accepts the review in expedited procedure and additional fee of USD 120,000 will become payable.

If the CCCC revokes approval of expedited review, the fee is refundable. The CCCC may only revoke the eligibility in three cases:

• the parties fail to respond to additional information requested;
• the CCCC receives new information that (i) changes their assessment, and (ii) was not available to it when it approved the expedited review; or
• the CCCC is not able to expedite the review of the transaction due to unforeseen circumstances.

Comfort letter

Where the parties suspect that a transaction may not require notification under the COMESA merger control regime, they may request a comfort letter in which the CCCC would confirm the parties’ assessment. To obtain such a comfort letter the parties must submit a request based on the request form issued by the CCCC (Form 2). The request should include the following information:

• the parties’ revenue and value of their assets;
• a list of COMESA Member States where the parties have activities; and
• audited financial statement of the parties for the last fiscal year.

Furthermore, the parties may include any information they deem necessary or beneficial to the CCCC in their assessment of whether the transaction requires notification. The request is subject to a fee of USD 10,000.

The CCCC must issue its decision within 45 calendar days from receipt of the request. This period commences upon the CCCC confirming completeness of submission and receipt of the fee in full. Where the parties withhold relevant information or submit misleading information the CCCC may revoke a comfort letter issued.

Advisory opinions

To clarify a specific question of law or interpretation of the regulations by the CCCC, any person may request an advisory opinion. Advisory opinions are not binding. They serve to provide guidance on competition-related matters but—unlike comfort letters—cannot be used to finally resolve a matter.

Any person may submit a request for an advisory opinion to the CCCC. There is no specific form for this request. However, it must be in writing. Also, the request must include the name, physical address, and email address of the person or entity making the request. Also, the person submitting the request may include any documents or information they deem necessary or useful for the CCCC’s assessment of the request. The fee for the request is USD 10,000.

The CCC shall evaluate the request and issue their advisory opinion within 45 calendar days from receipt of the application. The CCCC may extend the review period by an additional 30 calendar days.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.