CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
Purchase of Shares This method involves acquiring all or part of the target company’s capital. It allows the buyer to gain control of the business directly. Transactions typically require shareholder agreements, thorough due diligence and negotiation of the share price. One key advantage is maintaining the company’s existing legal structure, including its contracts and licences. This method is governed by the Uniform Act on the Law of commer - cial companies and economic interest groups. Merger or Absorption Two companies may combine through a merger or absorption, consolidating their assets under a single legal entity. This method is suitable for rapid growth or sector consolidation and is governed by the Uni - form Act on the Law of commercial companies and economic interest groups. Joint Ventures and Strategic Partnerships An acquirer can form a joint venture with the target company, contributing capital or expertise in exchange for a stake. This allows testing of the market before full control and sharing risks with a local partner. In Côte d’Ivoire, there is no specific legal framework governing joint ventures; such arrangements are fully subject to the parties’ contractual freedom, meaning the terms, governance and structure are negotiated and agreed upon between the partners. Asset Purchase The acquisition focuses on specific assets, such as property, equipment, patents, inventory or contracts. This approach allows the buyer to select only desired assets while limiting exposure to unknown liabilities. It requires detailed asset purchase agreements and often the consent of third parties, including creditors or clients. This method is governed by the Uniform Act on the Law of commercial companies and economic interest groups and the Uniform Act on General Com - mercial Law. 2.2 Primary Regulators M&A activity in Côte d’Ivoire may be subject to review or approval by different authorities depending on the nature and sector of the transaction.
Economic Community of West African States (ECOWAS) Regional Competition Authority (ARCC) Since October 2024, the ARCC has been operation - al, exercising ex ante merger control jurisdiction over concentrations meeting ECOWAS thresholds (pres - ence in at least two member states and applicable turnover thresholds). Notifiable transactions are sub - ject to a suspensive regime and may not be imple - mented prior to clearance. West African Economic and Monetary Union (WAEMU; Union Économique et Monétaire Ouest- Africaine – UEMOA) Commission The WAEMU Commission is responsible for the enforcement of regional competition rules (Articles 88–90 of the WAEMU Treaty), notably in relation to anti-competitive practices. However, merger control at the regional level is now primarily exercised by the ECOWAS authority where applicable. Sector-Specific Regulators Certain industries require prior approval for changes of control, including: • the Telecommunications Regulator ( Autorité de Régulation des TélécommunicationsTIC de Côte d’Ivoire ARTCI); • the Banking Commission of the UMOA and the Central Bank ( Banque Centrale des États de l’Afrique de l’Ouest – BCEAO) for credit institutions and regulated financial entities; • the Insurance Supervisor under the Inter-African Conference on Insurance Markets (CIMA) frame - work; • the Regional Council for Public Savings and Financial Markets ( Conseil Régional de l’Epargne Publique et des Marchés Financiers – CREPMF) for listed companies and public offerings; and • sector (eg, mining or hydrocarbons) ministries where licences are involved. Accordingly, M&A transactions in Côte d’Ivoire often require a multilayer regulatory analysis combin - ing regional competition review and sector-specific approvals.
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