CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Kevin Djomgoue and Cecile Bella, Amadagana & Partners
8.4 Independent Outside Advice Directors in a business combination frequently seek independent external advisers to guide them on legal, financial and strategic matters. These advisers typi - cally include law firms, accountants, investment banks and M&A consultants. Their role is to provide expert opinions and ensure decisions are well-founded. 8.5 Conflicts of Interest Conflicts of interest involving directors, executives, shareholders or advisers are closely scrutinised by regulators and courts when disputes arise. Directors must disclose any conflicts and abstain from partici - pating in related decisions. Failure to do so can result in civil and criminal penalties, especially if it causes harm to the company or its shareholders. Hostile takeovers are legally possible in Cameroon but remain rare in practice. Strict disclosure and transpar - ency rules make it challenging to execute an unsolic - ited bid without the target company’s board approval. Additionally, companies often adopt defensive strate - gies such as including anti-takeover clauses in their by-laws or securing strategic shareholders to block an unwanted acquisition attempt. 9.2 Directors’ Use of Defensive Measures 9. Defensive Measures 9.1 Hostile Tender Offers The concept of jurisdiction in restructuring or M&A transactions in the Cameroonian context should be analysed from two angles, particularly with regard to transactions falling under the regulations of the regional financial market and those not falling under the latter but still subject to ordinary company law, in this case the Uniform Act relating to the law on com - mercial companies, the CEMAC competition regula - tions, as well as the various national laws governing the different sectors of economic activity. Regulatory Jurisdictions Given the ambivalence of M&A transactions, when they are subject to the rules of the community finan - cial market, any disputes arising from them automati - cally fall within the remit of the market’s regulatory authority, in this case the Market Surveillance Com -
tional investors’ requirements may also comply with IFRS. 7.4 Transaction Documents Certain transaction documents may need to be fully disclosed, depending on regulatory requirements and the supervision authority’s expectations. These can include merger agreements, asset and liability guar - antees, and contracts with a significant impact on the deal. However, some confidential provisions – espe - cially those involving strategic data or ongoing nego - tiations – may remain protected. During a business combination, directors must act in the best interests of the company, which involves: • making informed decisions by carefully assessing the risks and opportunities of the transaction; • ensuring responsible and fair management of the company’s assets and liabilities; • protecting the interests of shareholders as well as creditors, employees and other stakeholders; and • complying with legal and regulatory obligations, particularly regarding transparency and disclosure. 8.2 Special or Ad Hoc Committees It is common for boards to establish special or ad hoc committees to thoroughly assess the details of a busi - ness combination. These committees play a key role when certain directors face conflicts of interest, such as holding shares in one of the companies involved. Their function is to ensure impartial decision-making 8. Duties of Directors 8.1 Principal Directors’ Duties In Cameroon, courts generally respect the autonomy of the board in making strategic decisions, provided they are made in good faith and in the company’s best interests. However, in cases of dispute, judges may examine whether directors exercised due diligence and fulfilled their fiduciary duties. If mismanagement is proven, directors can be held liable. and safeguard corporate interests. 8.3 Business Judgement Rule
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