Abstract:
The Zimbabwean economy rapidly declined over the past two decades. A record
hyperinflationary environment and a collapse of the financial service sector coupled by lack of
external lines of credit created a difficult operating environment for corporate businesses.
Businesses thus either closed down operations or resorted to survival strategies. Corporate
mergers and acquisitions emerged as natural favoured strategies in implementing survival
corporate restructuring transactions. However, the success of such strategies largely depends on
the effectiveness of the merger regulatory framework, that is, its ability to promote beneficial
corporate restructuring transactions on one hand and to maintain the competitive structure of the
market on the other hand.
This research analyses the current merger regulatory framework in Zimbabwe and assesses
whether it is suited to promote beneficial corporate restructuring transactions implemented
through mergers and acquisitions without unnecessarily distorting the competitive structure of
the market. Employing the failing firm doctrine as the focal point, the research identified a
number of shortcomings within the current merger regulatory framework that impacts upon its
ability to effectively promote beneficial corporate mergers and acquisitions without sacrificing
the competitive market structure.
Selected comparative jurisdictions were used to draw various lessons for Zimbabwe. The aim of
the comparative study was not to provide an exhaustive analysis of these jurisdictions but to
identify specific arrears that can be used to develop and suggest an effective merger regulatory
framework for Zimbabwe.
In order to remedy the identified shortcomings inherent within the current Zimbabwean merger
regulatory framework, this thesis proposes a number of amendments to the current Competition
Act [Chapter 7:01] of 1996. These proposed amendments are aimed at bringing clarity,
flexibility and strengthening the merger regulatory framework including the institutions tasked
with such. The research is primarily a legal analysis of the Zimbabwean merger regulating
statute and its implications on any decisions made by the competition authority. As such, the
thesis states the status of legal development in Zimbabwe and the selected comparative
jurisdictions as of 31 July 2013.
