SENEGAL Law and Practice Contributed by: Khaled Abou El Houda, Malick Lo, Chadi Safieddine and Mohamed Kamil, SCP Houda & Associés
11.3 Interference With Completion Interference in Transactions Limited interference by shareholders
of MAE, unless they affect the target disproportion - ately compared to other players in the same sector. • Quantitative thresholds To limit the discretion of the judge, the parties are increasingly setting numerical thresholds (eg, a decline of more than 20% in rev - enue or EBITDA over six months) to characterise the materiality of the change.
In Senegal, it is very rare for activists or minority share - holders to interfere in the completion of an announced transaction (with the exception of their pre-emptive rights). Due to the high level of confidentiality sur - rounding private M&A transactions, the public and minor stakeholders are often only informed once the transaction has reached an advanced stage or has already been completed, leaving little room for exter - nal interference. Emphasis on employee protection The main “activism” observed during corporate consolidations comes from employees and unions. Their main concern is the preservation of jobs and the maintenance of acquired benefits. However, this rarely leads to the blocking of a transaction for the following reasons. • Legal continuity The Senegalese Labor Code provides for the automatic transfer of employment contracts to the new employer in the event of a merger or sale. • Social dialogue Potential issues are generally man - aged through internal social dialogue rather than through public or judicial interference in the conclu - sion of the agreement. Overall, once a transaction is announced, the risk of third-party interference hindering its conclusion is considered negligible in Senegalese jurisdiction.
11. Activism 11.1 Shareholder Activism Shareholder Activism Importance and context
Shareholder activism is not an important force in Senegal. The corporate landscape is characterised by highly concentrated ownership, where the State, large multinationals, or founding families typically hold controlling blocks. This structure leaves little room for minority shareholders or “activist funds” to influence strategic decisions or board compositions through public campaigns, which are virtually non-existent in the jurisdiction. 11.2 Aims of Activists Absence of Strategic Activism In Senegal, activism does not typically target corpo - rate structure or M&A strategy. Unlike in more devel - oped financial markets, there are no “activist funds” or minority groups that pressure boards to enter into business combinations, divest non-core assets, or carry out spin-offs to “unlock value”.
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