SENEGAL Law and Practice Contributed by: Khaled Abou El Houda, Malick Lo, Chadi Safieddine and Mohamed Kamil, SCP Houda & Associés
Regulated Industries Specific restrictions and licensing requirements also apply to other sensitive industries such as the adver - tising, transport, press and healthcare sectors. 2.4 Antitrust Regulations Mergers and acquisitions in Senegal are governed by regional competition rules, derived from both WAE - MU and ECOWAS competition law. This legal regime aims to preserve effective competition and prevent anti-competitive effects that may result from certain transactions. Regional Regulatory Supremacy The regulatory landscape for business combinations in Senegal is defined by the coexistence of regional and national antitrust rules. UEMOA Competition Law and M&A Regulation No 02/2002/CM/UEMOA prohibits anti- competitive agreements and concerted practices that have the object or effect of restricting or distorting competition. With regard to M&A, these rules particu - larly apply to agreements between parties. The same regulation prohibits the abuse of a dominant position, including when mergers create or strengthen a dominant position that significantly impedes compe - tition. Mergers, acquisitions of control and fully func - tional joint ventures are targeted when they produce such effects. The WAEMU Commission is the competent authority for the application of competition rules within the com - munity. Acting under the supervision of the WAEMU Court of Justice, it has decision-making power ena - bling it to examine the competitive effects of mergers. ECOWAS Competition Law In Senegal, mergers and acquisitions must also be assessed in light of ECOWAS competition law, as set out in Additional Act A/SA.1/12/08. This text prohib - its concentrations, including mergers, acquisitions, and joint ventures, where they are likely to create a position of strength resulting in an effective reduction of competition in the ECOWAS common market or a substantial part thereof. The concept of dominance is broadly defined and covers situations in which one
or more companies hold a sufficient market share to influence prices or exclude competitors, whether this dominance is individual or collective. The Supplemen - tary Act prohibits not only the abuse of a dominant position, but also mergers that lead to such a situa - tion, particularly when they restrict market access or distort competition. The application of these rules falls within the remit of the ECOWAS Regional Competition Authority (ECRCA), which has jurisdiction over trans - actions with a cross-border dimension or a significant impact on regional trade. National Oversight and Coordination On a national level, Senegal maintains its own com - petition laws to monitor domestic market dynamics. Consequently, investors must carefully assess the geographical scope of a transaction to determine which layers of this multi-tiered regulatory framework apply to their specific deal. 2.5 Labour Law Regulations In the context of an acquisition in Senegal, labour law is governed by the Labour Code and the National Interprofessional Collective Agreement (CCNI). Labour Law Considerations in the Context of a Merger or Acquisition The principle of legal continuity of employment con - tracts is a pillar of Senegalese labour law in the event of a transfer of business. Under the Labour Code, all existing individual contracts are automatically trans - ferred to the new employer, who must maintain the acquired rights of employees. Acquirers cannot use the transaction as the sole justification for dismiss - ing employees, as such dismissals would likely be
deemed unfair by local courts. 2.6 National Security Review Absence of General Screening
Certain mergers and acquisitions in Senegal may be subject to review for national security reasons, par - ticularly when the target company operates in stra - tegic sectors. Sectoral ministries and the Council of Ministers may examine whether a proposed transac - tion is likely to affect public order, national security or the provision of essential services. These authori -
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