SENEGAL Law and Practice Contributed by: Khaled Abou El Houda, Malick Lo, Chadi Safieddine and Mohamed Kamil, SCP Houda & Associés
4.2 Material Shareholding Disclosure Threshold Shareholding Disclosure Obligations Absence of legal thresholds for private companies In the OHADA legal framework applicable in Sen - egal, there are no statutory shareholding disclosure thresholds or filing obligations for private (non-listed) companies. Legal thresholds for listed companies Under Senegalese law, particularly for companies list - ed on the BRVM (Regional Stock Exchange), thresh - old-crossing disclosure requirements are governed by the General Regulations of the AMF-UMOA (formerly CREPMF) and Instruction II-C of the BRVM relating to the disclosure of information. Any natural or legal person, acting alone or in concert, who comes to hold or ceases to hold a fraction of the capital or voting rights equal to or greater than the following thresholds must inform the market:
ties may require additional documentation or impose conditions. In practice, there is no separate “national security authority” for mergers and acquisitions. The review is integrated into the approval process that certain ministries conduct for strategic sectors. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Operationalisation of the ECOWAS Competition Authority The most significant legal development in the last three years is the full operationalisation of the ECO - WAS Regional Competition Authority (ERCA) in late 2024. The authority is now empowered to review and issue binding decisions on any transaction that has a cross-border impact within the West African com - munity. 3.2 Significant Changes to Takeover Law Outlook There are currently no significant indications that a major overhaul of takeover legislation is under official review for the coming year. Market participants can therefore expect the current legal status quo to persist throughout 2026.
• 10%; • 20%; • 33.33% (one-third); • 50%; or • 66.66% (two-thirds). Beneficial Ownership Registration
While there are no shareholding thresholds for private companies, a recent regulatory shift requires all com - panies to disclose their ultimate beneficial owners. 4.3 Hurdles to Stakebuilding Under Senegalese law, a company’s flexibility to change the thresholds for reporting shareholdings
4. Stakebuilding 4.1 Principal Stakebuilding Strategies Prevalence of Stakebuilding
It is not customary for a bidder to build a stake in a target company prior to launching a formal offer in Senegal. Indeed, the acquisition process is typically centralised through direct negotiations with the major - ity shareholders rather than through gradual market accumulation.
depends on its status (listed or private). Modification of Reporting Thresholds Listed companies (BRVM)
For listed companies, the legal thresholds (10%, 20%, 33.33%, 50% and 66.66%) are regional public policy (AMF-UMOA). • Lower thresholds A company may introduce lower reporting thresholds (eg, 2.5% or 5%) into its arti - cles of association to increase transparency. These
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