CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Kevin Djomgoue and Cecile Bella, Amadagana & Partners
mission, abbreviated to COSUMAF, in accordance with the provisions of Article 17 of the regulations governing the organisation and operation of the said CEMAC financial market, which defines the remit of this institution, namely to ensure compliance with the general principles governing the operation of markets, fairness, transparency, loyalty, security and market integrity. As such, it ensures that shareholders and investors are treated equally in all circumstances. However, according to the provisions of Article 289 of the aforementioned regulations, appeals against deci - sions taken by COSUMAF fall within the jurisdiction of the CEMAC Court of Justice. Having said that, in the light of the foregoing, it can be stated unequivo - cally that those involved in a merger takeover opera - tion on the CEMAC financial market may, in the event of a disagreement requiring a request for a defence measure, refer the matter to the community courts only after having lodged an appeal with the market regulatory authority. State Courts As the financial markets are only an essential tool for matching supply and demand in the execution of a restructuring operation, the latter may well take place over the counter, outside a regulatory framework. However, whatever the nature of the transaction, it remains subject to the rules of ordinary company law, in particular the Uniform Act relating to the law on commercial companies and economic interest group - ings, as well as the CEMAC regulation on competition in the case of a merger with a community dimension. In the latter case, the competent authority or juris - diction is the Community Competition Council, set up within the CEMAC Commission, in accordance with the provisions of Article 11 of Regulation No 06/19-UEAC-CM-33 of 7 April 2019 on competition in the CEMAC zone, which states: “the CCC shall deal with concentrations under the conditions defined in Title 4 of this Regulation”. A concentration occurs when two or more previously independent undertak - ings merge or when one or more undertakings acquire, directly or indirectly, whether by acquisition of a hold - ing or capital, contract or any other means, control of the whole or part of one or more other undertakings. The CEMAC Commission is automatically responsible for dealing with disputes arising from certain merger
operations. However, it should be noted that under the provisions of Article 18 b) (new) of Law No 2006/015 of 29 December 2006 on the organisation of the judiciary, as amended and supplemented by Law No 2011/027 of 14 December 2011 in Cameroon: “the Court of High Instance has jurisdiction to hear disputes relat - ing to commercial companies, commercial deeds and instruments as provided for by the Uniform Act of the Organisation for the Harmonization of Business Law relating to general commercial law”. Moreover, under the terms of Article 159 of the Uniform Act relating to the law governing commercial companies, it is pro - vided that one or more shareholders representing at least one-tenth of the share capital may apply to the competent court at the registered office, ruling within a short period of time, for the appointment of one or more experts to submit a report on one or more management operations. However, the appointment of these experts in the context of a merger will have the effect of suspending the operations in progress. However, it should be remembered that referral to the state courts in M&A cases only concerns restructuring operations at national level. 9.3 Common Defensive Measures The defences available to the directors of a company under the provisions of Article 778-9 of the 2014 Uni - form Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which delegates the pow - ers of the Extraordinary General Meeting to the direc - tors, during a merger takeover, essentially concern formal nullities. Whether or not the transaction takes place on a regu - lated market, if the company’s objectives are not in line with those of the transaction in question, the directors may take defensive measures in the inter - ests of the company. According to the provisions of Article 671 of the AUS - CGIE, any decision taken in violation of the first and second paragraphs of this article, which enshrine the decision of each extraordinary general meeting of each of the companies participating in the transaction, is null and void. This being said, any director with an interest in the company’s capital who did not take part in the deliberations of the extraordinary general meet -
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