In Sudan, a transaction can be legally clean, commercially attractive, and still create a significant competition law problem.

That is the point international investors sometimes miss. In cross-border deals, attention usually goes first to valuation, corporate approvals, tax exposure, and licensing. Yet one of the most important questions often sits beneath the surface: does the transaction strengthen market power in a way that could harm competition?

That is precisely where the Competition Regulation and Anti-Monopoly Act 2009 becomes important. For international law firms, multinational companies, and investors considering foreign investment in Sudan, this provision is not a technical side issue. It goes directly to deal design, transaction risk, and long-term market strategy.

This article explains how Article 10 should be understood in practical terms, why it matters commercially, and how thoughtful structuring can reduce risk while preserving opportunity in Sudan.

Legal Framework: What Article 10 Prohibits

The Legal Issue

The central legal question is simple: when does a merger or acquisition become unlawful because it harms competition in the Sudanese market?

The Rule Under Sudanese Law

Article 10 of the Competition Regulation and Anti-Monopoly Act 2009 prohibits mergers that are intended to harm competition in the relevant market or that have the effect of restricting it.

In Sudan, a “merger” is interpreted broadly. It includes not only formal mergers but also acquisitions of control through shares, assets, or decisive influence over another enterprise’s decisions.

The law identifies three key situations where a merger is considered harmful:

• Unilateral pricing power: where one enterprise can set prices without competitive pressure
• Exclusion of competitors: where the deal removes or weakens competitors or blocks new entrants
• Facilitation of anti-competitive conduct: where the merger makes restrictive practices easier

Importantly, the law recognises that a merger may still proceed where one of the businesses cannot continue independently, reflecting a balance between competition protection and commercial reality.

Practical Application: How Article 10 Works in Reality

The Typical Investor Risk

Foreign investors often approach Sudan transactions from a purely commercial perspective:

• Is the target attractive?
• Is the sector open?
• Can control be secured efficiently?

However, competition risk is frequently overlooked.

A transaction may raise issues where:

• The target already has a strong position in a narrow market
• The investor has an overlapping presence in the same value chain
• The deal significantly reduces customer choice or supplier options

This is particularly relevant in foreign investment in Sudan, especially in sectors such as infrastructure, telecommunications, pharmaceuticals, and distribution.

A common mistake is defining the market too broadly. In practice, the “relevant market” may be much narrower—by geography, product, or customer segment—which can significantly change the legal analysis.

A Better Structured Outcome

A more effective approach is to assess the transaction through a competition lens at an early stage.

Key questions include:

• Will the combined entity gain pricing power?
• Will customers retain meaningful alternatives?
• Will competitors still be able to operate effectively?
• Will barriers to entry increase?

This approach allows investors to proceed with confidence while reducing regulatory exposure.

Structuring the Deal Properly

The objective is not to avoid consolidation, but to structure it carefully.

In practice, this may involve:

• Adjusting the scope of the acquisition
• Limiting unnecessary control rights
• Avoiding exclusionary side arrangements
• Documenting efficiency and market benefits

Article 10 of the Competition Regulation and Anti-Monopoly Act 2009 is broad in wording, which makes practical legal judgement essential.

Commercial and Investment Implications

For foreign investment in Sudan, Article 10 has direct commercial consequences.

• Target evaluation: Strong market position increases both opportunity and risk
• Deal structuring: Competition considerations affect transaction design and negotiation
• Long-term strategy: Market dominance must be managed carefully

For international law firms, this reinforces the importance of integrating competition analysis into transaction advice from the outset.

Comparison with International Practice

Article 10 of the Competition Regulation and Anti-Monopoly Act 2009 aligns with widely recognised global competition law principles. Like EU and UK regimes, it focuses on whether a transaction creates or strengthens market power.

However, Sudan differs in key respects:

• Less formal guidance and published precedent
• Greater reliance on practical market realities
• Broader statutory language requiring interpretation

From a practitioner perspective, these nuances are not merely theoretical. They require an understanding of how merger control concepts are applied in Sudan’s specific economic context. This has been explored in detail in the Sudan chapter on merger control authored for LexisNexis, which highlights the importance of combining legal analysis with market-based judgement in Sudan.

Strategic Insight: What This Means for Investors

Article 10 reflects a broader direction in Sudan’s legal framework: a focus on market structure, not just market activity.

For foreign investment in Sudan, this suggests:

• Competition law should be considered early in deal planning
• Structuring matters as much as execution
• Market understanding is essential

Investors who approach Sudan strategically—rather than applying standard assumptions—are better positioned for long-term success.

Practical Experience Matters

In Sudan transactions, the real issue is often not the deal itself, but its impact on the market.

International clients frequently require guidance on:

• Whether a transaction alters pricing power
• Whether it reduces competition in practice
• Whether it creates barriers for future entrants

These are questions that require local, experience-based insight, not just legal interpretation. In practice, merger control considerations in Sudan often arise earlier than expected, particularly in transactions involving sector consolidation or strategic market entry.

Conclusion

Article 10 of the Competition Regulation and Anti-Monopoly Act 2009 highlights a key principle: a transaction is judged not only by its structure, but by its market impact.

For foreign investors and international law firms, the takeaway is clear:

• Assess competition risk early
• Structure transactions carefully
• Align commercial goals with legal realities

As foreign investment in Sudan continues to grow, those who integrate competition law into their strategy will be better positioned to execute transactions effectively and protect long-term value.

Where a transaction touches a sensitive or concentrated market, careful local analysis is often what turns a promising deal into a durable one.

‍

‍

Disclaimer

This publication is provided for general informational purposes only and does not constitute legal advice. The content offers a general overview of the relevant legal framework and should not be relied upon as a substitute for specific legal advice tailored to particular facts or transactions.

If you require advice on any matter relating to Sudanese law, mining regulation, or foreign investment in Sudan, please contact Sudanese Commercial Law Office (SCLO) for professional assistance.

‍

‍

‍

‍