CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
2.3 Restrictions on Foreign Investments Under Regulation N° 06/2024/CM/UEMOA on Exter - nal Financial Relations, the constitution of foreign direct investment or portfolio investment in a UEMOA member state is in principle free, provided that a dec - laration for statistical purposes to both the Ministry of Finance and the BCEAO is made. Declarations are submitted in writing, typically as a formal letter, without requiring prior approval or authorisation. This process ensures transparency and allows the BCEAO to monitor cross-border flows, but it does not limit the
The ARCC assesses whether the transaction is likely to substantially lessen competition within the ECO - WAS common market or a substantial part thereof. Where the thresholds are met, the ECOWAS authority exercises primary jurisdiction over the merger review process. 2.5 Labour Law Regulations In Côte d’Ivoire, labour law considerations are an important part of any acquisition, particularly in asset deals, mergers or restructurings that may affect employees. The primary legal framework is the Ivorian Labour Code ( Code du Travail ). Transfer of Employment Contracts In the case of a transfer of business or activity, employ - ment contracts are automatically transferred to the acquirer. Employees retain their seniority, remunera - tion and acquired rights, and the acquirer becomes the new employer by operation of law. This rule sig - nificantly limits the buyer’s ability to selectively retain employees. Restrictions on Dismissals Acquirers must be cautious with post-transaction restructurings. Economic dismissals are permitted but strictly regulated and must be justified by genu - ine economic reasons. They are subject to prior pro - cedures, including consultation with employee rep - resentatives and, in some cases, notification to the labour administration. Employee Representation and Information Where employee representatives or unions exist, they must be informed and consulted on transac - tions affecting the business or working conditions. Failure to comply may expose the company to claims or administrative sanctions. Outstanding Liabilities Buyers typically assess exposure to unpaid salaries, social security contributions, severance payments and tax-related employment liabilities, which may transfer with the business.
investor’s freedom to invest. 2.4 Antitrust Regulations
M&A in Côte d’Ivoire are subject to regional competi - tion rules within the WAEMU and ECOWAS frame - works. These rules aim to preserve effective compe - tition and prevent anti-competitive effects resulting
from certain transactions. WAEMU Competition Law
Regulation No 02/2002/CM/UEMOA prohibits anti- competitive agreements and the abuse of a dominant position within the WAEMU common market. In the context of M&A transactions, these provisions may apply where a transaction results in the creation or strengthening of a dominant position or gives rise to restrictive arrangements between the parties. The WAEMU Commission is responsible for the enforcement of these competition rules at the regional level, subject to review by the WAEMU Court of Jus - tice. However, WAEMU law does not currently operate a fully developed ex ante merger notification regime comparable to that of ECOWAS. ECOWAS Merger Control Regime Since 2024, M&A meeting ECOWAS thresholds have been subject to prior clearance by the ARCC. Under Regulation No C/REG.23/12/21 and its imple - menting instruments, a transaction must be notified where the parties are present in at least two ECOWAS member states and the applicable turnover thresholds are met. The regime is suspensive, meaning that the transaction cannot be implemented before clearance is obtained.
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