BENIN Law and Practice Contributed by: Nicolin Assogba, D2A SCPA
regime developed in 5.4 Global Anti-Money Launder- ing , while holders of inside information are subject to the rules on the prevention of market abuse.
bers may be represented, submit written questions and, under certain conditions, require the inclusion of items on the agenda. 4.4 Shareholder Claims The Actions Available to Members Members have several bases for action. The individual action compensates a member’s personal harm, while the corporate action, where applicable exercised ut singuli, seeks compensation for the harm suffered by the company as a result of its officers. A challenge to corporate resolutions also allows irregular decisions to be set aside. Abuse and Protection of Minorities The case law sanctions abuse of majority, where a decision is taken against the corporate interest with the sole aim of favouring the majority, as well as abuse of minority. The AUSCGIE also offers minorities spe - cific tools, such as the management-expertise pro - cedure and the alert procedure, which allow them to obtain information or to question officers about facts likely to compromise the continuity of operations. 4.5 Shareholders in Publicly Traded Companies Threshold-Crossing Declarations On the regional financial market, any shareholder of a listed company must declare its holding when it cross - es, upwards or downwards, one of the thresholds of 10%, 20%, 33.33%, 50% and 66.66% of the capital or voting rights (Article 164 of the General Regula - tion). The declaration is brought simultaneously to the attention of the company, the regulator and the public, and states the number of securities held, any concert action and the declarant’s objectives for the coming twelve months (Articles 165 and 167). Fail - ure to declare results in the suspension of the voting rights attached to the shares concerned for one year (Article 168). Public Offers and Beneficial Owners A threshold crossing may form part of a public offer – a takeover bid, exchange offer, sale offer or buy-out offer – which is subject to prior approval by the regu - lator and the dissemination of an information memo- randum (Articles 122 and 123). The identification of beneficial owners, for its part, falls within the AML
5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements General Reporting Obligations
Every commercial company prepares, at the close of each financial year, summary financial statements – a balance sheet, an income statement, a cash-flow statement and notes – drawn up in accordance with the SYSCOHADA accounting framework. These statements, together with a management report, are approved by the ordinary general meeting within six months of the year-end and then filed with the Trade and Personal Property Credit Register. Groups exceeding certain thresholds also prepare consoli - dated accounts. Obligations Specific to Listed Companies Listed companies are subject to additional periodic obligations towards the regulator and the market. The General Regulation requires the production, within three months of the year-end, of an activity and results statement, and then, within 45 days of the approval of the accounts, of the certified financial statements, the profit-allocation decision and the meeting’s reso - lutions (Article 127). To this is added event-driven dis - closure: any fact likely to affect the share price must be brought to the public’s attention as soon as the company becomes aware of it (Article 132). 5.2 Corporate Governance Arrangement Disclosure Disclosure on Governance For unlisted companies, there is no general obliga - tion to publish a detailed report on their governance, although certain information appears in the manage - ment report. For listed companies, the BRVM Gov - ernance Code organises enhanced transparency on a “comply or explain” basis: the company sets out the practices it follows and explains any departures in its periodic disclosures. This information is intended to inform investors about the actual functioning of the corporate bodies.
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