In the OHADA (Organisation for the Harmonization of Business Law in Africa) region, mergers and acquisitions can no longer be considered without taking into account regulatory and contractual requirements relating to local content and corporate social responsibility (CSR). While M&A is primarily driven by economic and strategic factors, it is now strongly influenced by social, environmental, and governance imperatives aimed at ensuring a better redistribution of the benefits of investments within local economies.

CSR and local content policies have therefore become unavoidable, particularly in the extractive sectors and the infrastructure, energy, financial services, and strategic industries. States are increasingly imposing obligations on investors in the following areas: priority use of national labour; subcontracting with local companies; technology transfer; training of national skills; and environmental compliance. Any M&A deal must now integrate these requirements right from the structuring stage to ensure compliance with applicable regulations.

These constraints, although justified by the desire to strengthen local economies, significantly complicate the structuring of M&A transactions and require a rigorous approach from the due diligence phase.

The trend in 2026 confirms that these constraints now constitute structuring parameters of deals, directly influencing asset valuation as well as the negotiation of contractual warranties.

Integration of Local Content Standards in OHADA Zone M&A

Unlike the general rules governing M&A, defined by the Uniform Act on Commercial Companies and Economic Interest Groups, local content has not yet been subject to normative harmonisation at OHADA level. It relies primarily on national frameworks and regional initiatives, notably the African Union’s African Mining Vision, which encourages the strengthening of local industries; the WAEMU regional mining code, advocating specific local content requirements; and the ECOWAS model law on mining, imposing training and integration obligations for national workers.

In the absence of uniform regulation at OHADA level, several member states have developed their own legal frameworks to govern local content, particularly within the context of M&A operations. Such frameworks aim to promote the integration of local companies, the development of national skills, and the use of local resources in investment projects. This normative fragmentation increases the complexity of cross-border operations and requires thorough regulatory diligence during capital restructuring.

In the Republic of Guinea, Law L/2022/0010/CNT of 22 September 2022, applicable to all sectors, requires public and private investment projects to contribute to the development of the national economy and the improvement of living conditions for local populations. Operators conducting activities in the Republic of Guinea are required to implement measures promoting the training of Guinean personnel, technology transfer, and local sourcing. They must conclude supply contracts for goods or services with Guinean natural or legal persons to source from the local market. For public contracts, they must systematically resort to co-contracting or subcontracting with local companies, which must handle at least 40% of the volume of services to be executed. Regarding employment, economic operators must employ Guinean personnel at a rate of 30% for management positions, 25% for supervisory staff, 50% for skilled workers, and 100% for unskilled workers.

The creation in 2024 of the Local Content Regulation and Control Authority (ARCCL), in application of Law L/2024/013/CNTDU of 24 April 2024, marked a decisive turning point in the effectiveness of the system. Henceforth, local content plans must be formally validated, and any structural operation, including M&A or strategic partnerships, will be subject to prior control. In the coming years, the progressive implementation of this institutional framework is expected to strengthen legal certainty and the compliance obligations applicable to investors.

The regulatory and institutional developments outlined above find a particularly significant illustration in certain large-scale extractive projects. The Simandou project in the Republic of Guinea provides a compelling example of how considerations relating to governance, local content and infrastructure coordination are now integrated into the design and implementation of major investment undertakings.

The Simandou project notably brings together China Baowu Steel Group, Rio Tinto and Winning Consortium Simandou in an unprecedented framework of international cooperation centred on one of the largest iron ore deposits in the world.

The related pooling of rail and port infrastructure has marked a decisive step in the organisation of the project. This arrangement makes it possible to avoid duplication of costs, optimise investments and guarantee the Guinean State a non-dilutable 15% interest in the project companies. At the peak of the construction phase, the project reportedly mobilised almost 60,000 jobs, most of which were held by Guinean nationals. The development of local suppliers and service providers within the value chain further illustrates the growing importance of local content requirements in the structuring of such projects.

In Senegal, Law No 2019-04 relating to local content in the hydrocarbon sector, supplemented by Law No 2022-17 relating to local content in the mining sector, imposes obligations for progressive recruitment of nationals, technology transfer, local sourcing, and skills development. Foreign companies must facilitate nationals’ access to the qualifications necessary to progressively replace expatriate employees. M&A transactions in these sectors are now conditional on prior evaluation of compliance with the requirements of the National Local Content Monitoring Committee.

In Côte d'Ivoire, Law No 2022-408 of 13 June 2022 aims to facilitate the participation of local companies and actors in the oil sector. It requires prior authorisation for any foreign company wishing to engage in subcontracting, service provision, or goods supply in the oil and gas sectors. Companies must define quantified annual objectives regarding local content. Transactions that occurred in 2025–26 in the energy and infrastructure sectors were marked by strengthened local content compliance audits and increased vigilance from sectoral authorities.

In Mali, Law No 2023-041 of 29 August increases the participation of local companies and workers in mining activities. The State benefits from a free 10% participation and an optional cash participation right of 20%, exercisable within 12 months following the issuance of the operating permit. Operating companies must transfer 5% of their shares to national investors, and foreign subcontractors must open up a minimum of 35% of their capital to Malian partners. Acquisition operations involving Malian mining companies must integrate these requirements from the structuring phase.

In Congo, local content relies on the progressive integration of local skills and industries in strategic sectors. Despite structural obstacles, the State implements mechanisms aimed at promoting the preferential award of contracts to local companies and encouraging technology transfer.

In Cameroon, Law No 2016-17 of 14 December 2016 relating to the Mining Code guarantees the creation of local jobs, development of community infrastructure, and implementation of social programmes.

In Burkina Faso, Decree No 2021-1142 requires mining companies and their subcontractors entrust service contracts to Burkinabè natural or legal persons, with determined participation percentages.

Sanctions for Non-Compliance with Local Content Legislation

Failure to comply with local content obligations may expose operators to sanctions ranging from administrative fines to the withdrawal of authorisations, or even the termination of contracts. National competent authorities now exercise increasingly structured and effective oversight of compliance with these commitments, making local content a strategic compliance issue for investors rather than a merely ancillary requirement.

Integration of Local Content Clauses in M&A Agreements

M&A agreements must now incorporate specific provisions setting out the parties’ commitments with respect to local content. These provisions typically address, among other things, minimum quotas for the employment of national workforce, priority for local suppliers and service providers, technology and skills transfer programmes, as well as monitoring and compliance mechanisms.

Due diligence must assess the overall cost of these obligations, the associated legal risks, and the sustainability of the commitments undertaken by investors.

At the same time, CSR and environmental, social and governance (ESG) considerations are playing an increasingly significant role in M&A transactions. Recent transactional practice shows that investors are placing growing emphasis on contractual commitments relating to responsible governance, transparency and environmental performance. Companies with well-established CSR frameworks generally benefit from higher valuations and improved access to financing.

Influence of CSR Principles on M&A Transactions

Like local content regulations, CSR standards are not harmonised at OHADA level and still vary across jurisdictions. In 2017, the Republic of Guinea adopted a CSR policy specifically applicable to the mining sector, structured around eight strategic pillars, including respect for human rights, environmental performance, transparency, anti-corruption measures and reporting obligations. Côte d’Ivoire, for its part, promotes CSR through its Corporate Governance Charter.

In 2026, environmental, ESG considerations have assumed a growing role in M&A transactions. Investors increasingly integrate ESG questionnaires into their due diligence processes and require CSR-related commitments to be reflected in shareholders’ agreements and transactional documentation. Companies with well-developed CSR frameworks are generally perceived as presenting lower regulatory and reputational risks, and may therefore benefit from enhanced valuations. The revision of SYSCOHADA (Système Comptable OHADA, a harmonised accounting system designed for businesses in OHADA member states) further reinforces this dynamic by requiring certain categories of companies to disclose social and environmental information.

M&A transactions have thus evolved into complex instruments of strategic restructuring where financial considerations intersect with national regulatory constraints, economic sovereignty concerns and growing expectations regarding responsible corporate governance. The early integration of local content obligations and CSR considerations at the due diligence stage has thus become a critical factor in securing and successfully implementing transactions within the OHADA area.

Senegal

In Senegal, although the principal framework governing local content had been established earlier, initially in the hydrocarbons sector and subsequently in the mining sector, recent years have witnessed a strengthened and more operational implementation of these requirements through the National Local Content Monitoring Committee (CNSCL), particularly in the mining, oil and gas industries. Authorities have introduced a dedicated digital platform for local content through which companies are required to register and publish their local content plans. This mechanism enhances transparency and strengthens compliance with obligations relating to local employment, training and subcontracting in procurement processes.

The extractive sector illustrates a growing operationalisation of local content policies. Some 500 contracts have reportedly been monitored through the electronic E-CNSCL platform, while approximately XOF82 billion in market share was captured by local companies in 2024. These developments demonstrate a tangible integration of domestic actors within the extractive value chain. They also suggest that, in the context of M&A transactions or strategic partnerships, local content obligations, including employment, skills transfer and subcontracting, have become key elements of compliance and contractual structuring.

Côte d’Ivoire

In Côte d’Ivoire, Law No 2022-408 of 13 June 2022 relating to local content in the petroleum and gas sector remains the principal legislative framework. Under this law, foreign companies operating in these sectors must comply with specific obligations, including local subcontracting requirements, priority employment for Ivorian nationals, quantified local content targets, and the award of contracts through open tender procedures for services exceeding certain thresholds. The framework also provides for lists of positions reserved for national workers. This regime, already operational in 2025, applies to exploration, production and service activities in the hydrocarbons sector.

In practice, the implementation of this law is supported by digital platforms designed to facilitate monitoring and compliance with local content obligations. These tools allow companies to digitalise procedures and track their commitments relating to employment, technology transfer and subcontracting. Within the context of M&A or strategic investments, such as partnerships or asset transfers, local content clauses must therefore be integrated into due diligence processes and operational transition plans.

Mali

In Mali, the legal framework governing local content in the mining sector is primarily based on Law No 2023-041 of 29 August 2023. This legislation was adopted to boost the participation of national companies and workers across the entire mining value chain, from exploration to commercialisation. The law establishes priority for nationals in employment, subcontracting and the supply of goods and services, while also introducing mechanisms for national participation in the capital of mining companies. It provides for a free carried interest for the State of 10%, an optional equity participation of up to 20%, and a mandatory transfer of 5% of shares to national investors, reflecting a clear policy objective of strengthening the local anchoring of mining projects.

Between 2024 and 2025, no major new legal provisions have modified the local content regime in the mining sector. However, the Malian authorities have established an institutional monitoring mechanism through the appointment of a Permanent Secretary for Local Content responsible for coordinating and overseeing the implementation of these obligations. This institutional development aims primarily to ensure the effective enforcement of the existing framework rather than introducing additional legal requirements. As a result, M&A transactions and mining investments remain largely structured around the obligations established by the 2023 law.

Burkina Faso

In Burkina Faso, Law No 017-2024/ALT of 18 June 2024 relating to local content in the mining sector provides a comprehensive framework for the integration of local content obligations. The law consolidates provisions relating to national employment, the promotion of local companies, subcontracting and technology transfer. It defines local content as the set of mechanisms aimed at strengthening national capabilities throughout the mining value chain, thereby directly influencing the structuring of local integration plans associated with M&A transactions or transfers of mining assets.

In 2025, implementing decrees relating to employment, skills development and the establishment of a Local Content Support Fund were adopted to strengthen the practical implementation of these obligations. These measures include provisions relating to internships, vocational training and support for domestic suppliers. For M&A or major investment projects, local content requirements thus become key contractual parameters that must be monitored and legally enforced.

Cameroon

In Cameroon, although the notion of “local content” is not always codified in a standalone statute in the same way as in Senegal or Côte d’Ivoire, it is embedded within sector-specific legislation governing extractive and mining activities, notably through the Mining Code and sectoral agreements. These instruments impose obligations relating to local employment, priority procurement from domestic companies and capacity development programmes. Mining and petroleum projects must therefore incorporate local development components, including employment, the use of national goods and services, and training and technology transfer programmes, within their operational plans.

This sector-based approach also applies to operating agreements and M&A transactions, where local integration plans and compliance obligations must be negotiated and incorporated into contractual provisions. Failure to comply with these obligations may lead to sanctions and, in certain cases, the revocation of operating permits, thereby reinforcing the strategic importance of local content as a compliance requirement.

M&A transactions have thus become increasingly complex instruments of strategic restructuring at the intersection of financial considerations, national regulatory frameworks and economic sovereignty concerns. The early integration of local content obligations and CSR considerations during the due diligence phase now appears to constitute a critical factor in securing and successfully executing transactions within the OHADA.