CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Kevin Djomgoue and Cecile Bella, Amadagana & Partners
tors appoints the prospective managing director to head the consortium.
of 12 December 2021 relating to inter-professional organisations in Cameroon. It is the result of the merger in 2023 of GICAM ( Groupement Inter-Patronal du Cameroun ) and ECAM ( Entreprises du Cameroun ). GECAM brings together professional groups, busi - ness associations and individual companies. With more than a thousand members to date, its objective is to defend the roadmap of private sector companies with the public authorities. As such, it provides its members with first-level infor - mation, training, intermediation and advisory services. It also contributes, alongside the public authorities and other social partners, to inclusive, responsible and constructive social dialogue. It encourages entrepre - neurial freedom and promotes the spirit of enterprise in all sectors of activity, while making a lasting contri - bution to the development of Made in Cameroon. It also fosters partnerships to promote economic devel - opment at national and sub-regional level. 11.2 Aims of Activists In the Cameroonian context, shareholder activism consists of promoting the interests of a group of shareholders with a view to improving the company’s performance. It can be said that the actions of the Cameroonian directors, who sought to acquire a few additional shares on behalf of the Cameroonian state, is a form of shareholder activism. This is a form of shareholder activism on the transnational scale of a merger and acquisition. An illustration is the various acquisition operations that have taken place on the CEMAC financial market, such as the free distribution of shares to the share - holders of SCG ( Société Commerciale Gabonaise de Réassurance ). This transaction, initiated in December 2024 by the director of SCG, involved the free float as part of a capital increase through the capitalisation of share premiums approved by the company’s general meeting. Such distinctions in the management of a company’s assets are intended to encourage the pro - motion of inclusive restructuring mechanisms favour - able to the company’s growth. In view of the above, shareholder activism, although very rare in Cameroon, remains one of the leitmotivs of Cameroonian share- holders insofar as the objectives of restructuring or
11. Activism 11.1 Shareholder Activism
Shareholder activism can be analysed from two angles, in particular at community level. Article 131 of OHADA prohibits abuse of equality or minority rights, which would result in the application of liability for abuse of majority and minority rights, in the follow - ing terms: “minority or equal shareholders may incur liability in the event of abuse of minority or equality rights. There is abuse of minority or equality when, by exercising their vote, minority or equal shareholders oppose decisions being taken, even though they are required by the interests of the company and they cannot justify a legitimate interest”. However, in any event, shareholder activism in the specific context of Cameroon can only be motivated by the interests of the company if there is no legitimate interest on the part of the shareholders. This is why, in order to rein - force these ideas, provision is made for the submis - sion of merger plans to the meeting of bondholders of the absorbed companies under the terms of Article 678 of the AUSCGIE. It is therefore easy to understand the OHADA legislature’s concern to ensure that the agreements and interests of all shareholders, even minority shareholders, are aligned during a merger and acquisition operation. However, limits to this obligation should be men - tioned, in particular where bondholders are offered the possibility of redeeming their securities on simple request (see 678paragraph1 AUSCGIE). To this end, the absorbing company becomes the debtor of the bondholders of the absorbed company. In the latter case, it can be said that the activism of majority shareholders may take precedence over that of minority shareholders in the context of a merger and acquisition within OHADA. At national level, activism can be understood as an association of companies, trade unions and profes - sional groups known as the Groupement des Entre - prises du Cameroun (GECAM), governed by the law
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