SENEGAL Trends and Developments Contributed by: Malick Lo, Chadi Safieddine and Marie Laure Haroun, SCP Houda & Associés
loan interest), the fluidity of transfers depends on the regularity of the initial investment declaration. An English-law SPA may provide for complex pay - ment mechanisms (escrow arrangements, earn-outs), but their practical implementation from a Senegalese bank account to an overseas account requires strict compliance with BCEAO foreign exchange forms and regulations. A two-tier approach Best practice might therefore favour a clearly articu - lated two-tier structure. At the international contractual level, the English-law SPA governs risk allocation and financial mechanisms. At the corporate level, stand-alone OHADA law docu - ments ensure the validity of share transfers, the crea - tion of security interests, amendments to the articles of association, and completion of mandatory local formalities. Ultimately, securing an M&A transaction in Senegal depends less on the choice of a foreign governing law than on the ability to integrate, from the negotia - tion stage, the overriding constraints of OHADA law and to translate them effectively into compliant local documentation.
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