The General Counsel’s Role in Mergers, Acquisitions & Crisis Management in Africa
Authored by : Bryan Miller
How in-house lawyers navigate high-stakes deals and corporate crises.
In Africa’s fast-evolving business landscape, the role of the General Counsel (GC) has expanded beyond legal compliance and contract review. Today, they are pivotal in shaping corporate strategy, especially in mergers and acquisitions (M&A) and crisis management. With economic shifts, regulatory complexities, and political instability often influencing business operations, a GC must be both a legal expert and a strategic advisor.
Mergers & Acquisitions: The GC as a Deal Architect
Africa’s M&A market has seen increased activity in sectors like telecommunications, financial services, energy, and fintech. Take, for instance, the merger between Airtel and Tigo in Ghana or the acquisition of Diamond Bank by Access Bank in Nigeria. These transactions required deep legal scrutiny to ensure compliance with local and international regulations.
The GC’s role in M&A goes beyond just drafting contracts. They are involved from due diligence to post-merger integration. They identify legal risks, assess regulatory approvals, and anticipate possible litigation or anti-competition concerns. In cross-border acquisitions, they navigate different legal systems, tax laws, and foreign investment policies. For example, South Africa’s Competition Commission has, on multiple occasions, blocked foreign acquisitions citing anti-competition concerns, something a GC must anticipate before structuring a deal.
A critical example of the GC’s impact is seen in the acquisition of SABMiller by Anheuser-Busch InBev, one of the largest beer industry mergers in history. The deal had to meet regulatory approvals in multiple African jurisdictions, with local laws demanding divestments to maintain fair competition. GCs overseeing such deals play a crucial role in managing negotiations with regulators, ensuring compliance, and structuring transactions to avoid unnecessary legal hurdles.
Crisis Management: The GC as the Corporate Shield
Africa’s business environment is unpredictable, and corporate crises can emerge from various fronts—government sanctions, financial fraud, regulatory fines, or even cyberattacks. When MTN Nigeria faced a record $5.2 billion fine from the Nigerian Communications Commission for failing to disconnect unregistered SIM cards, it was the company’s legal team that engaged with regulators to negotiate a reduced fine and a structured settlement plan.
During a crisis, the GC is the first line of defense. They must coordinate internal investigations, manage external communications, and ensure regulatory compliance while protecting the company’s reputation. In 2021, a data breach at a major South African financial institution led to significant regulatory scrutiny. The GC played a key role in ensuring the company met data protection laws under the Protection of Personal Information Act (POPIA), worked with IT teams to mitigate further breaches, and liaised with authorities to prevent further penalties.
Another example is the corruption scandals that have rocked the mining industry in countries like the Democratic Republic of Congo (DRC). Companies operating in these high-risk sectors must have a GC who is proactive in compliance programs, due diligence processes, and government engagement to avoid legal entanglements that could lead to operational shutdowns.
The General Counsel as a Strategic Advisor
Beyond firefighting, GCs are increasingly taking on a seat at the executive table, advising CEOs and boards on strategic business decisions. In Africa, where regulatory landscapes shift rapidly, having a GC who understands both legal implications and business strategy is invaluable.
For instance, Kenya’s introduction of digital tax laws significantly impacted fintech companies. GCs in companies like M-Pesa had to quickly assess the impact of these regulations, engage with policymakers, and devise compliance strategies without stalling business operations.
The Future of the General Counsel in Africa
The role of the GC in Africa is evolving from being a reactive legal advisor to a proactive business leader. In high-stakes M&A deals, they ensure seamless execution by preempting legal risks. In times of crisis, they protect corporate interests while managing compliance and public perception.
For businesses operating in Africa, investing in a seasoned GC is no longer a luxury—it is a necessity. Whether closing billion-dollar deals or steering a company through reputational storms, the General Counsel stands as the backbone of corporate resilience in Africa’s dynamic business terrain.
