SENEGAL Law and Practice Contributed by: Khaled Abou El Houda, Malick Lo, Chadi Safieddine and Mohamed Kamil, SCP Houda & Associés
6.9 Voting by Proxy Proxy Voting Rights Legal principle and permissibility
requiring parties to include more robust interim cov - enant protections in their definitive agreements. Interim covenants and governance To manage the risks associated with longer interim periods, bidders typically impose strict interim oper - ating covenants. These clauses require the target to conduct its business in the “ordinary course” and prohibit significant actions – such as asset dispos - als, new debt incurrence, or changes to employment terms – without the bidder’s prior written consent. In 2026, these measures are essential to ensure that the value and operational integrity of the target remain intact until all regulatory approvals, particularly from ECOWAS and national bodies, are obtained. 6.8 Additional Governance Rights Alternative Governance Rights Contractual control via shareholders’ agreements When a bidder holds less than 100%, governance is primarily secured through a shareholders’ agree - ment (SHA which allows the bidder to negotiate rights that exceed their theoretical voting power, such as the mandatory appointment of a specific number of directors or the nomination of key executives (CFO, Technical Director). Veto Rights and Reserved Matters Bidders typically secure veto rights over Reserved Matters – strategic decisions that require their express consent regardless of their shareholding. Observer Rights and Reporting Rights to receive regular financial and operational reports or appoint a board observer to stay informed without formal voting power. These rights are usually negotiated contractually through shareholders’ agreements or in the transac - tion agreement, particularly when the acquirer cannot obtain full control. They must comply with OHADA corporate law, the target’s statutes, and, for listed companies, BRVM/ AMF-UMOA disclosure rules.
Under the OHADA Uniform Act, every shareholder has the right to participate in and vote at General Meet - ings, either in person or by proxy. This right is a mat - ter of public policy and cannot be suppressed by the company’s articles of association ( statuts ). Conditions for appointing a proxy The law allows a shareholder to be represented by another person (another shareholder, unless the com - pany’s statutes provide otherwise. The statutes may also set limits on the number of votes or associates that a single proxy can represent. This ensures that representation remains fair and prevents excessive concentration of voting power in the hands of one individual. 6.10 Squeeze-Out Mechanisms The Public Withdrawal Offer (OPR) and Squeeze- Out (Listed Companies) For companies listed on the BRVM, the main mecha - nism is the Public Withdrawal Offer, which can result in a compulsory withdrawal (squeeze-out). • Public withdrawal offer (PWO) refers to a public takeover bid targeting a company’s minority share - holders, with the stated objective of having the majority shareholders delist the issuer’s securities. • Conditions for triggering A PTO may be author - ised for any holder (alone or in concert) of securi - ties representing more than the majority of voting rights, when the remaining securities in the public domain are held by fewer than 100 persons. • Price guarantee If the takeover bid takes place less than one year after an initial offer (takeover bid or public exchange offer), the initiator is required to guarantee minority shareholders the same price or
consideration as in the previous offer. 6.11 Irrevocable Commitments
In the Senegalese jurisdiction, governed by OHADA law and UEMOA regional market regulations, obtain - ing irrevocable commitments from principal share - holders is a standard practice for securing the suc - cess of a transaction.
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