The Securities and Exchange Commission has announced a thorough overhaul of its M&A rules, bringing them into compliance with the recently passed Investment and Securities Act, 2025.
The SEC Director General, Emomotimi Agama made this announcement.
The change is a crucial part of the Commission’s plan to improve investor safety, increase legal clarity, and expedite capital market operations.
Agama emphasized that the SEC is overhauling and harmonizing all applicable rules to reflect current market realities and ensure full compliance with the 2025 Act.
“A thorough report from consultants has already been submitted, and relevant departments within the Commission have received a draft of the updated guidelines. Final deliberations and modifications will take place during a Rules Committee retreat slated for May 29-30, 2025.
“The objective is to streamline regulatory processes and provide a clearer, more robust framework for mergers and acquisitions. This is part of our commitment to legal modernization and capital market efficiency,” Agama stated.
Alongside the rule revisions, the Commission is intensifying its oversight functions, particularly through risk-based supervision of Capital Market Operators (CMOs).
In 2025 alone, the SEC conducted onsite inspections of 58 CMOs operating under holding structures or group affiliations. These included 13 broker/dealers, 15 fund and portfolio managers, 13 issuing houses, 6 registrars, and 11 trustees.
The purpose of these inspections, Agama explained, was to assess internal controls and risk management practices to strengthen financial soundness and systemic resilience.
“The goal is to promote a culture of proactive risk governance across all levels of operation,” he said.
To deepen risk awareness, the Commission has now mandated all CMOs to implement Enterprise Risk Management (ERM) frameworks.
This comes after a successful webinar presented by the Fund Managers Association of Nigeria, which offered advice on integrating ERM into strategic planning. CMOs are now expected to submit self-assessed risk profiles, with fines for noncompliance.
In addition, the SEC management approved several key rule amendments on April 24, 2025.
These include mandatory monthly reports from fund managers, public disclosure of Collective Investment Scheme (CIS) data, extended offer periods for closed-end funds, and a major cut in proxy form processing fees from N500,000 to N50,000 to ease access for retail investors.
The Investment and Securities Act, 2025, has broadened the SEC’s regulatory authority to include derivatives trading and online retail forex transactions.
The Commission has established a new Derivatives and Risk Management Department to guarantee proper oversight and safeguard investors in these developing areas.
Meanwhile, the SEC’s Fintech Division is expanding its Accelerated Regulatory Incubation Program (ARIP), which facilitates the integration of fintech firms into the regulatory ecosystem and promotes responsible innovation.
This effort aims to enhance financial inclusion and digitise Nigeria’s capital market landscape.
To further enhance judicial capability in capital market enforcement, Agama declared that the SEC will conduct its yearly Judges’ Workshop from July 7 to 8, 2025, at the National Judicial Institute, Abuja.
The workshop will gather 102 judges, including those from the Investments and Securities Tribunal, for two days of training led by experts and panel discussions.
“Our judiciary must remain well-equipped to interpret and enforce securities laws,” Agama stated, stressing the need for collaboration between regulators and the judicial arm of government.
The revisions demonstrate the SEC’s long-standing commitment to creating a more robust, transparent, and investor-friendly capital market.
The Commission is establishing Nigeria as a premier investment and innovation destination by upgrading its regulatory framework to reflect global best practices and national objectives.