Current Market Climate

The mergers and acquisitions (M&A) market in Côte d’Ivoire has strengthened over the past 12 months. Investors are showing increased confidence in the country’s economic stability and growth prospects. Deal activity is becoming more selective and structured, reflecting a maturing market where both local and international investors are seeking strategic opportunities.

Market Structuring Trends

Compared to twelve months ago, transactions in Ivory Coast are currently characterised by:

• greater use of joint ventures and partial acquisitions, allowing investors to mitigate risks;
• stronger emphasis on due diligence and legal structuring, demonstrating more professionalised deal processes; and
• rising interest from foreign investors, particularly from Europe, the Middle East and Asia.

Energy and Infrastructure

The energy sector is a major driver of M&A activity, with projects in electricity generation, renewable energy and infrastructure attracting both local and international investors. Public-private partnerships are increasingly used to fund large-scale initiatives, creating opportunities for strategic acquisitions and joint ventures.

Telecommunications and Digital Services

Telecoms and digital services continue to expand rapidly. Mobile operators, internet service providers and tech start-ups are involved in cross-border investments, mergers and partnerships. The growing demand for digital solutions and connectivity makes this sector highly attractive for investors seeking long-term growth.

Banking, Finance and Insurance

Financial services remain a key area for consolidation and strategic investment. Banks, microfinance institutions and insurance companies are participating in mergers to strengthen their market positions, improve operational efficiency and expand regional presence.

Construction and Real Estate

Rapid urbanisation and infrastructure development drive interest in construction and real estate. Companies involved in residential, commercial and industrial projects are often targeted for acquisitions, particularly by investors looking to capitalise on long-term urban growth.

Main Transaction Structures

Acquiring a company in Côte d’Ivoire can be achieved through several legal approaches, each suited to the acquirer’s strategy and the target company.

Purchase of Shares

This method involves acquiring all or part of the target company’s capital. It allows the buyer to gain control of the business directly. Transactions typically require shareholder agreements, thorough due diligence and negotiation of the share price. One key advantage is maintaining the company’s existing legal structure, including its contracts and licences. This method is governed by the Uniform Act on the Law of commercial companies and economic interest groups.

Merger or Absorption

Two companies may combine through a merger or absorption, consolidating their assets under a single legal entity. This method is suitable for rapid growth or sector consolidation and is governed by the Uniform Act on the Law of commercial companies and economic interest groups.

Joint Ventures and Strategic Partnerships

An acquirer can form a joint venture with the target company, contributing capital or expertise in exchange for a stake. This allows testing of the market before full control and sharing risks with a local partner. In Côte d’Ivoire, there is no specific legal framework governing joint ventures; such arrangements are fully subject to the parties’ contractual freedom, meaning the terms, governance and structure are negotiated and agreed upon between the partners.

Asset Purchase

The acquisition focuses on specific assets, such as property, equipment, patents, inventory or contracts. This approach allows the buyer to select only desired assets while limiting exposure to unknown liabilities. It requires detailed asset purchase agreements and often the consent of third parties, including creditors or clients. This method is governed by the Uniform Act on the Law of commercial companies and economic interest groups and the Uniform Act on General Commercial Law.

M&A activity in Côte d’Ivoire may be subject to review or approval by different authorities depending on the nature and sector of the transaction.

Economic Community of West African States (ECOWAS) Regional Competition Authority (ARCC)

Since October 2024, the ARCC has been operational, exercising ex ante merger control jurisdiction over concentrations meeting ECOWAS thresholds (presence in at least two member states and applicable turnover thresholds). Notifiable transactions are subject to a suspensive regime and may not be implemented prior to clearance.

West African Economic and Monetary Union (WAEMU; Union Économique et Monétaire Ouest-Africaine – UEMOA) Commission

The WAEMU Commission is responsible for the enforcement of regional competition rules (Articles 88–90 of the WAEMU Treaty), notably in relation to anti-competitive practices. However, merger control at the regional level is now primarily exercised by the ECOWAS authority where applicable.

Sector-Specific Regulators

Certain industries require prior approval for changes of control, including:

• the Telecommunications Regulator (Autorité de Régulation des Télécommunications/TIC de Côte d’Ivoire– ARTCI);

• the Banking Commission of the UMOA and the Central Bank (Banque Centrale des États de l’Afrique de l’Ouest – BCEAO) for credit institutions and regulated financial entities;
• the Insurance Supervisor under the Inter-African Conference on Insurance Markets (CIMA) framework;

• the Regional Council for Public Savings and Financial Markets (Conseil Régional de l’Epargne Publique et des Marchés Financiers – CREPMF) for listed companies and public offerings; and

• sector (eg, mining or hydrocarbons) ministries where licences are involved.

Accordingly, M&A transactions in Côte d’Ivoire often require a multilayer regulatory analysis combining regional competition review and sector-specific approvals.

Under Regulation N° 06/2024/CM/UEMOA on External Financial Relations, the constitution of foreign direct investment or portfolio investment in a UEMOA member state is in principle free, provided that a declaration for statistical purposes to both the Ministry of Finance and the BCEAO is made. Declarations are submitted in writing, typically as a formal letter, without requiring prior approval or authorisation. This process ensures transparency and allows the BCEAO to monitor cross-border flows, but it does not limit the investor’s freedom to invest.

M&A in Côte d’Ivoire are subject to regional competition rules within the WAEMU and ECOWAS frameworks. These rules aim to preserve effective competition and prevent anti-competitive effects resulting from certain transactions.

WAEMU Competition Law

Regulation No 02/2002/CM/UEMOA prohibits anti-competitive agreements and the abuse of a dominant position within the WAEMU common market. In the context of M&A transactions, these provisions may apply where a transaction results in the creation or strengthening of a dominant position or gives rise to restrictive arrangements between the parties.

The WAEMU Commission is responsible for the enforcement of these competition rules at the regional level, subject to review by the WAEMU Court of Justice. However, WAEMU law does not currently operate a fully developed ex ante merger notification regime comparable to that of ECOWAS.

ECOWAS Merger Control Regime

Since 2024, M&A meeting ECOWAS thresholds have been subject to prior clearance by the ARCC.

Under Regulation No C/REG.23/12/21 and its implementing instruments, a transaction must be notified where the parties are present in at least two ECOWAS member states and the applicable turnover thresholds are met. The regime is suspensive, meaning that the transaction cannot be implemented before clearance is obtained.

The ARCC assesses whether the transaction is likely to substantially lessen competition within the ECOWAS common market or a substantial part thereof. Where the thresholds are met, the ECOWAS authority exercises primary jurisdiction over the merger review process.

In Côte d’Ivoire, labour law considerations are an important part of any acquisition, particularly in asset deals, mergers or restructurings that may affect employees. The primary legal framework is the Ivorian Labour Code (Code du Travail).

Transfer of Employment Contracts

In the case of a transfer of business or activity, employment contracts are automatically transferred to the acquirer. Employees retain their seniority, remuneration and acquired rights, and the acquirer becomes the new employer by operation of law. This rule significantly limits the buyer’s ability to selectively retain employees.

Restrictions on Dismissals

Acquirers must be cautious with post-transaction restructurings. Economic dismissals are permitted but strictly regulated and must be justified by genuine economic reasons. They are subject to prior procedures, including consultation with employee representatives and, in some cases, notification to the labour administration.

Employee Representation and Information

Where employee representatives or unions exist, they must be informed and consulted on transactions affecting the business or working conditions. Failure to comply may expose the company to claims or administrative sanctions.

Outstanding Liabilities

Buyers typically assess exposure to unpaid salaries, social security contributions, severance payments and tax-related employment liabilities, which may transfer with the business.

Certain M&A in Côte d’Ivoire may be subject to review for national security reasons, particularly when the target company operates in strategic sectors.

Sectoral ministries and the Council of Ministers can examine whether a proposed transaction may affect public order, national security or the provision of essential services. These authorities may require additional documentation, impose conditions or, in rare cases, prohibit a transaction to protect national interests.

In practice, there is no separate “national security authority” for M&A. The review is integrated into the approval process that certain ministries carry out for strategic sectors.

Absence of Landmark Judicial Decisions

During the past three years, there have been no widely publicised landmark court decisions that have significantly reshaped the M&A legal framework in Côte d’Ivoire.

Regulatory Developments at the Regional Level

Recent developments affecting the M&A environment have primarily occurred at the regional regulatory level rather than through court decisions. In particular, the operationalisation of the ARCC has introduced a more structured framework for merger control at the ECOWAS level.

In parallel, regional financial market supervision within the UMOA framework has continued to evolve, particularly through the activities of the Financial Markets Authority of the West African Monetary Union (Autorité des Marchés Financiers de l’UMOA – AMF-UMOA) and the Regional Stock Exchange of West Africa (Bourse Régionale des Valeurs Mobilières – BRVM) in relation to listed companies.

Over the past 12 months, there have been no significant changes in takeover legislation. This legislation is not subject to any review that is likely to result in significant changes over the next 12 months.

Limited Use of Stakebuilding

It is not customary for a bidder to build a stake in a target company prior to launching a formal offer in Côte d’Ivoire. In practice, acquisitions are typically carried out through direct negotiations with controlling or majority shareholders rather than through the gradual accumulation of shares on the market.

Shareholding Disclosure Obligations

In Côte d’Ivoire, disclosure thresholds and reporting obligations for significant shareholdings apply primarily to companies listed on the BRVM. These obligations are governed by the regional financial market regulations of the UMOA under the supervision of the AMF-UMOA.

Any natural or legal person who comes to hold, directly or indirectly, alone or acting in concert, a significant portion of the share capital or voting rights of a BRVM-listed company must comply with disclosure requirements when statutory thresholds are reached, exceeded or crossed downward.

The applicable thresholds of the share capital or voting rights are:

• 10%;
• 20%;
• 33.33%;
• 50%; and
• 66.66%.

Notifications must be made to both the BRVM and the AMF-UMOA within the prescribed regulatory time limits.

Private Companies

For private (non-listed) companies governed by OHADA law, there are no statutory shareholding disclosure thresholds comparable to those applicable to listed companies.

Disclosure Thresholds for Listed Companies

For companies listed on the BRVM, the disclosure thresholds set by the AMF-UMOA regulatory framework (10%, 20%, 33.33%, 50% and 66.66%) are mandatory and cannot be modified by a company through its articles of association or internal rules.

These thresholds are considered part of the regional financial market regulatory framework and are designed to ensure transparency and protect market integrity.

Transfer Restrictions and Shareholder Arrangements

Although disclosure thresholds cannot be altered, companies may include contractual or statutory mechanisms that affect the ability of investors to build a stake.

Such mechanisms may include:

• approval clauses requiring shareholder consent before shares may be transferred to third parties;
• pre-emption rights allowing existing shareholders to acquire shares before they are transferred to new investors; and
• shareholder agreements containing standstill commitments or other contractual limitations on share transfers.

These mechanisms may limit the practical ability to acquire a significant stake but do not affect the disclosure obligations imposed under AMF-UMOA regulations.

Multilayer Legal Framework

Dealings in derivatives are legally permitted in Côte d’Ivoire, although the regulatory framework remains limited and continues to evolve. The legal architecture operates at three levels: OHADA law, UEMOA regulation and the BRVM regional financial market.

OHADA Framework

Under OHADA law, the Revised Uniform Act on Commercial Companies and GIE (Acte uniforme relatif au droit des sociétés commerciales et du groupement d’intérêt économique (AUSCGIE), Article 744, paragraph 6) allows joint-stock companies (sociétés anonymes) to enter into financial contracts, including derivatives, subject to authorisation by the competent authority in each member state.

However, OHADA law does not establish a detailed regulatory regime for derivatives, leaving many operational aspects to regional financial market rules.

UEMOA Regulation

At the regional level, the AMF-UMOA and the BCEAO regulate financial transactions.

• Regulation No 06/2024/CM/UEMOA permits residents to engage in derivatives transactions with approved intermediaries or banks for the purpose of hedging currency or price risks. Non-residents may also participate in such transactions under certain conditions.
• Instruction No 66/CREPMF/2021 allows collective investment schemes (Organisme de Placement Collectif en Valeurs Mobilières – OPCVM) to invest in derivatives linked to BRVM-listed instruments or approved over-the-counter (OTC) markets, subject to strict conditions. Derivatives are primarily intended for hedging purposes, and certain practices such as short-selling remain restricted for investment vehicles.

Securities and Market Disclosure

Côte d’Ivoire does not currently operate a fully developed organised derivatives market. As a result, there is generally no standalone obligation to publicly disclose derivative transactions at the securities market level.

However, for companies listed on the BRVM, derivatives may need to be disclosed where they constitute material commitments or have a significant impact on the company’s financial statements, in accordance with AMF-UMOA disclosure rules and applicable accounting standards.

Investment vehicles regulated by the AMF-UMOA, such as collective investment schemes (OPCVM), must comply with specific reporting obligations regarding their use of derivatives under Instruction No 66/2021.

Foreign Exchange and Regulatory Filings

Derivatives involving foreign counterparties, currencies or commodities fall under the UEMOA foreign exchange regime, particularly Regulation No 06/2024/CM/UEMOA.

Such transactions are generally permitted but may be subject to declarative reporting to the Ministry of Finance and the BCEAO for statistical and monitoring purposes. Authorised intermediaries and banks are responsible for ensuring compliance with these requirements.

Competition Law Considerations

Derivative transactions do not in themselves trigger merger control or competition law filings. However, competition rules may apply where derivative instruments are used to influence corporate control, co-ordinate market behaviour or reinforce a dominant position. In such cases, the arrangements may be reviewed ex post by the competent competition authorities within the UEMOA or ECOWAS frameworks.

Absence of Disclosure Obligation for Acquisition Intent

Under OHADA law, shareholders acquiring shares in a company are not subject to a general obligation to disclose the purpose of their acquisition or their intention to obtain control. Transactions involving the acquisition of shares are primarily governed by the principle of contractual freedom between the parties.

Information Provided by the Company

Disclosure obligations arise mainly at the corporate level. The company’s governing bodies must provide shareholders with the information necessary to evaluate proposed corporate transactions.

For example, in the context of mergers or other major corporate restructurings, the board of directors or managers must prepare a report to the shareholders explaining the transaction, its rationale and its effects. Shareholders must then be consulted and vote on the proposed transaction in accordance with OHADA corporate law.

Absence of Early Disclosure Requirements

Under OHADA law, disclosure obligations in the context of mergers arise only once the transaction has reached a formal and structured stage. There is no requirement to disclose a potential transaction during the preliminary phases, such as when the target is first approached, when negotiations begin or when a non-binding letter of intent (LOI) is signed. These early stages remain governed by confidentiality and contractual freedom.

In private transactions, disclosure obligations may nevertheless arise internally where the company’s articles of association contain transfer restrictions such as approval clauses (agrément) or pre-emption rights requiring notification to existing shareholders or corporate bodies before a share transfer can proceed.

Listed Companies

For companies listed on the BRVM, disclosure obligations may arise earlier under the regional financial market rules supervised by the AMF-UMOA. Under the principle of continuous or “permanent” information applicable to listed issuers, companies must disclose to the market any precise information that is likely to have a significant influence on the price of their securities. As a result, disclosure may occur before definitive agreements are signed where negotiations constitute inside information.

Preparation of the Draft Merger

For mergers, each participating company must prepare a draft merger agreement approved by its competent management body (board of directors, managing director or managers, as applicable). The draft merger agreement sets out the essential terms of the transaction, including the identity of the companies involved, the valuation of assets and liabilities, the exchange ratio of shares, any merger premium and the rights attached to the securities to be issued. At this stage, the merger becomes a defined corporate project rather than a simple negotiation.

Statutory Disclosure Requirements

Once the draft merger is finalised, it must be:

• filed with the Trade and Personal Property Credit Register (Registre du Commerce et du Crédit Mobilier – RCCM) of each participating company; and
• published through a legal notice in an authorised legal journal.

These disclosure formalities must be completed at least one month before the first shareholders’ general meeting called to approve the merger. This period allows shareholders and third parties to review the proposed transaction before the vote. In practice, a merger must therefore be disclosed before shareholder approval, but only after the transaction has been formally documented and approved at the management level.

Alignment With Legal Requirements

In private M&A transactions in Côte d’Ivoire, market practice generally aligns with the statutory framework. Parties typically maintain strict confidentiality throughout the negotiation and due diligence phases.

Disclosure usually occurs only once the transaction has reached a sufficiently advanced stage, such as the signing of definitive agreements or the formal approval of a merger project.

Listed Companies

For listed companies, however, disclosure may occur earlier where market transparency rules or insider information obligations under the AMF-UMOA regulatory framework are triggered.

General Approach

In Côte d’Ivoire, a negotiated business combination is typically preceded by comprehensive legal due diligence. The objective is to identify legal risks, ensure regulatory compliance and confirm the validity and enforceability of the target’s key assets and operations. The scope of the review is generally broad and adapted to the size, complexity and sector of the target company.

Corporate and Governance Matters

Due diligence usually begins with a review of corporate compliance. This includes verification of the company’s incorporation documents, articles of association and corporate registers, as well as compliance with statutory formalities under OHADA law.

Particular attention is paid to corporate decision-making processes to ensure that past and current corporate actions were properly authorised, thereby avoiding potential risks of nullity. Registrations of securities, pledges or privileges at the RCCM are also carefully reviewed.

Regulatory and Compliance Review

A key focus is the company’s compliance with sector-specific regulations and its obligations vis-à-vis relevant public authorities. This includes verifying the validity of licences, permits and regulatory approvals, as well as confirming that required filings and declarations have been duly made.

Contracts and Commercial Relationships

The due diligence typically covers the company’s material contracts, including customer and supplier agreements, financing arrangements and strategic partnerships. Particular attention is given to change-of-control clauses, termination rights and potential liabilities.

Tax, Employment and Intellectual Property

A review of the company’s tax position is standard, focusing on filing history, outstanding liabilities and potential exposures.

Employment matters and social security compliance are also examined. Where relevant, the review includes verification of the ownership, validity and protection of the company’s intellectual property rights.

Overall, due diligence in Côte d’Ivoire is generally full-scope and risk-oriented, designed to provide the acquirer with a clear legal picture of the target prior to completion.

Exclusivity

In Côte d’Ivoire, exclusivity arrangements are commonly requested in negotiated business combinations, particularly in private M&A transactions. They are typically agreed at an early stage, often in a letter of intent or memorandum of understanding, and aim to secure the buyer’s position during the due diligence and negotiation phases. Exclusivity clauses generally prevent the seller from soliciting or negotiating with competing bidders for a defined period.

Under OHADA law, such clauses are generally enforceable provided that they are limited in time and scope and do not amount to an unlawful restriction of competition.

Standstill

Standstill commitments are less common in Côte d’Ivoire. They are more frequently encountered in public or semi-public transactions. In private transactions, sellers tend to rely primarily on confidentiality and exclusivity arrangements rather than standstill undertakings.

Permissibility Under Contractual Freedom

There is no legal prohibition under Ivorian law against documenting the terms and conditions of a tender offer within a binding agreement between the offeror and the target.

The principle of freedom of contract allows parties to structure their transaction through definitive agreements covering matters such as the offer price, timetable, acceptance procedures, conditions precedent and withdrawal rights.

Listed Companies

Where the target is listed on the BRVM, however, such contractual arrangements must comply with the regulatory framework of the AMF-UMOA. Disclosure obligations may arise once the transaction becomes sufficiently precise and capable of influencing the market price of the securities.

No Statutory Duration

There is no legally mandated timeframe for acquiring or selling a business in Côte d’Ivoire. The timeline is primarily driven by the scope of due diligence, the pace of negotiations and the satisfaction of conditions precedent (including regulatory approvals, third-party consents and financing).

Market Practice (Private Companies)

For private targets, transactions typically take around 3–4 months from initial approach to closing, and may extend to up to six months for complex or regulated deals.

Market Practice (Listed Companies)

For BRVM-listed targets, transactions generally take 4–6 months or more, depending on AMF-UMOA review/visa timelines, disclosure requirements and offer periods.

Private companies

Côte d’Ivoire does not have a statutory “mandatory offer” threshold for private (non-listed) companies under OHADA law.

Listed companies (UEMOA/BRVM context)

For listed companies, the relevant regime is regional (AMF-UMOA/BRVM). While the framework provides for material shareholding disclosure thresholds (eg, 10%, 20%, 33.33%, 50% and 66.66%), these do not operate as an automatic, general mandatory offer trigger; they primarily serve transparency and market monitoring purposes.

Contractual Alternatives

Any obligation to acquire remaining shares in private transactions typically arises contractually (eg, tag-along/exit provisions), rather than by operation of law.

Market Practice

Both cash and shares are used as consideration in Côte d’Ivoire, but cash remains predominant, particularly in private company transactions.

Bridging Valuation Gaps

In deals with valuation uncertainty, parties commonly use contractual mechanisms such as earn-outs, price adjustment mechanisms (eg, completion accounts/net debt or working capital adjustments), escrow/retentions to secure warranty and indemnity claims, and sometimes vendor loans.

Common Conditions

Public tender offers on BRVM-listed companies are commonly subject to:

• regulatory approvals (AMF-UMOA/BRVM and, where applicable, sectoral regulators/ministries);
• minimum acceptance conditions (often aligned with the bidder’s control objectives);
• financing conditions; and
• other customary closing protections (eg, no legal impediment, compliance with key covenants).

Regulatory Restrictions

AMF-UMOA/BRVM rules focus on transparency and investor protection. Conditions are generally accepted provided they are clearly disclosed, objective and not designed to undermine market integrity or mislead shareholders.

No Statutory Minimum

Ivorian law does not impose a single statutory minimum acceptance condition for tender offers.

Market Practice

Where the bidder seeks effective control, minimum acceptance conditions are typically structured by reference to control objectives (often at or around a simple majority level), subject to the acceptability of the condition under AMF-UMOA/BRVM requirements.

Permissibility

It is permissible and common for a business combination to be conditional upon the bidder obtaining financing through a condition precedent in the definitive documentation.

Market Approach

Sellers may seek enhanced “certainty of funds” protections depending on the transaction dynamics (including evidencing good-faith efforts to secure financing and, occasionally, agreed consequences if financing fails).

Common Deal Protections

During the interim period between signing and closing, bidders commonly negotiate:

• exclusivity/no-shop/non-solicitation provisions;
• break fees (where commercially agreed);
• matching rights;
• interim operating covenants (ordinary course operation; restrictions on significant actions without consent);
• information undertakings; and
• standard conditions precedent (regulatory approvals, third-party consents, financing).

Regulatory Environment

These mechanisms are generally consistent with OHADA contractual freedom, subject to directors’ duties, minority protection and, for listed companies, market transparency and equal information requirements.

Interim Period Length

No specific recent regulatory changes have fundamentally altered interim periods, but transactions involving listed companies or regulated sectors may experience longer timelines due to disclosure steps and regulatory approvals.

Shareholders’ Agreement Framework

Where a bidder acquires less than 100% of a target, additional governance rights are typically negotiated through shareholders’ agreements and/or transaction documents.

Board Representation

It is common to negotiate board seats proportional to the investment or as otherwise agreed, allowing direct participation in strategic oversight.

Reserved Matters/Veto Rights

Bidders often seek veto rights over key matters such as capital increases/dilution, major acquisitions or disposals, significant indebtedness, amendments to governance documents, or extraordinary transactions.

Information and Observer Rights

Enhanced reporting rights and board observer arrangements are also common, especially where the bidder is a minority investor.

Legal Principle

Proxy voting is permitted under OHADA law, allowing shareholders to be represented at general meetings.

Conditions

The articles of association may set certain practical conditions (eg, who can act as proxy and limits on mandate concentration), provided they remain consistent with OHADA principles governing shareholders’ participation.

Private Companies

There is no general statutory squeeze-out mechanism for private companies comparable to those in some other jurisdictions.

Listed Companies (UEMOA/BRVM context)

In the BRVM context, regional rules may allow a public withdrawal offer (offre publique de retrait), leading to delisting and, in certain circumstances, a compulsory exit mechanism for minority shareholders, subject to the AMF-UMOA/BRVM conditions.

Market Practice

It is relatively common in negotiated transactions – particularly where ownership is concentrated – to obtain irrevocable undertakings from principal shareholders to tender into an offer or to vote in favour of a merger/sale.

Timing

These undertakings are typically negotiated pre-announcement (especially for listed transactions) or alongside the LOI/definitive agreements in private deals.

Nature of Undertakings

They are contractual commitments that may be drafted as “hard” undertakings, or may include limited “superior offer” outs depending on the deal dynamics and regulatory sensitivities.

Listed Companies (BRVM)

A bid is made public through the regional process supervised by AMF-UMOA and implemented by the BRVM.

Key Steps

In practice, the process starts with the publication of a filing/deposit notice presenting the main terms of the draft offer – the initiator, securities, price/exchange terms and broker-dealer (société de gestion et d’intermédiation – SGI/intermediary). Once AMF-UMOA clearance/visa is obtained, the BRVM publishes an opening notice and the timetable (offer period, any extensions and final results).

Unlisted Companies

Disclosure is primarily governed by OHADA corporate requirements, ensuring shareholders receive sufficient information to vote (board/management reports, meeting notices and statutory filings).

Listed Companies

Disclosure is more formalised under AMF-UMOA/BRVM rules and typically includes detailed information enabling investors to assess the offer, including terms and consideration mechanics, timetable and key implications.

Private Transactions

As a general matter, bidders are not required to publish pro forma financial statements in private deals.

Listed Transactions (UEMOA/BRVM context)

Offer documentation typically includes historical financial statements (commonly for recent fiscal years) and related auditors’ reports, prepared under the applicable accounting framework (système comptable OHADA – SYSCOHADA), with listed groups’ consolidated reporting potentially aligned with international financial reporting standards (IFRS) requirements where applicable.

No General Public Filing of Full Agreements

In private transactions, there is generally no requirement to publicly disclose transaction documents in full.

Listed Transactions

The market typically receives summaries/essential terms through disclosures and the offer documentation, while the AMF-UMOA may request additional underlying documents (including key agreements) as part of its review.

Corporate Interest and Good Faith

Directors and managers must act in good faith, with loyalty, and in the corporate interest of the company.

Procedural Compliance

In business combinations, principal directors must ensure compliance with OHADA requirements (eg, preparation of merger documentation, valuation/exchange ratio workstreams, shareholder information, approvals and statutory filings/publications).

Shareholders Versus Stakeholders

Duties are primarily owed to the company, and indirectly protect shareholders through information rights and equal treatment; listed contexts also add market integrity and transparency obligations.

Market Practice

While OHADA law does not mandate special committees, it is increasingly common in more sophisticated transactions (and particularly where conflicts exist) to establish ad hoc committees to manage negotiation, valuation review and conflict mitigation.

Conflict Scenarios

Committees are especially useful where certain directors have interests that could impair independent decision-making.

No Formal Doctrine

OHADA law does not recognise a formal “business judgement rule”.

Judicial Approach

Courts generally refrain from second-guessing commercial decisions where directors have complied with statutory procedures and acted without fraud, bad faith or gross misconduct; scrutiny typically focuses on procedural compliance, conflicts and shareholder information.

Typical Advisers

Directors commonly seek independent advice from:

• legal counsel (OHADA compliance, structuring, documentation, filings, listed disclosure);
• financial advisers/valuers (valuation, exchange ratio support); and
• tax and regulatory specialists for sector-sensitive transactions.

Risk Management

Such advice helps demonstrate diligence and mitigate directors’ exposure.

Legal Framework

Conflicts are addressed through OHADA duties (loyalty/good faith) and, where relevant, regulated agreement procedures.

Scrutiny in Practice

Conflicts are most often scrutinised in disputes challenging transaction fairness, alleging unequal treatment, side arrangements, non-disclosure or procedural irregularities.

Permissibility Versus Practice

Hostile tender offers are legally permitted but remain rare in practice, notably due to concentrated shareholding structures and a preference for negotiated deals.

Permissible Within Limits

Directors may adopt defensive measures, but these are limited by OHADA duties, shareholder rights and (for listed companies) AMF-UMOA/BRVM transparency and market integrity requirements.

Nature of Defences

Defensive measures are typically procedural and governance-based rather than complex financial defences.

Listed Context

Common actions include issuing a reasoned opinion and ensuring required notifications/disclosures are made to the regulator/market in line with regional rules.

Core Duties

Directors must act loyally and in the corporate interest, and avoid entrenchment.

Proportionality and Transparency

Defensive measures should be proportionate and, where applicable, disclosed in accordance with market rules.

No Absolute Veto

Directors do not have an unfettered ability to block a transaction. They can influence outcomes through recommendations, negotiations and exploring alternatives, but transformative decisions typically rest with shareholders, subject to compliance with OHADA and market rules.

General Position

M&A-related litigation is not structurally dominant in Côte d’Ivoire, but disputes can arise, particularly post-closing. Parties typically manage risk through due diligence, warranties/indemnities and dispute resolution clauses (often arbitration).

Disputes most commonly arise post-closing (warranties/indemnities; undisclosed liabilities) and around price adjustments (earn-outs; completion accounts).

COVID-19 Impact

COVID-19 reinforced the importance of tailored material adverse effect (MAE)/material adverse change (MAC) clauses, force majeure and government-measures risk allocation.

Drafting Trends

Parties increasingly use express inclusions/exclusions for pandemics and quantitative thresholds to reduce uncertainty over materiality.

Current Position

Shareholder activism remains limited in Côte d’Ivoire, largely due to concentrated ownership structures and the limited presence of activist investors.

Limited Influence on Restructuring

Activists rarely push for M&A, spin-offs or major divestitures; minority interventions tend to focus on governance, information rights and dilution protection.

Low Interference Risk

Interference with the completion of announced transactions is rare; obstacles more commonly stem from regulatory approvals, contractual conditions precedent or stakeholder management rather than activism campaigns.