CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
2.6 National Security Review Certain M&A in Côte d’Ivoire may be subject to review for national security reasons, particularly when the tar - get company operates in strategic sectors. Sectoral ministries and the Council of Ministers can examine whether a proposed transaction may affect public order, national security or the provision of essential services. These authorities may require additional documentation, impose conditions or, in rare cases, prohibit a transaction to protect national interests. In practice, there is no separate “national security authority” for M&A. The review is integrated into the approval process that certain ministries carry out for strategic sectors. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Absence of Landmark Judicial Decisions During the past three years, there have been no widely publicised landmark court decisions that have sig - nificantly reshaped the M&A legal framework in Côte d’Ivoire. Regulatory Developments at the Regional Level Recent developments affecting the M&A environment have primarily occurred at the regional regulatory level rather than through court decisions. In particular, the operationalisation of the ARCC has introduced a more structured framework for merger control at the ECO - WAS level. In parallel, regional financial market supervision within the UMOA framework has continued to evolve, par - ticularly through the activities of the Financial Markets Authority of the West African Monetary Union ( Autorité des Marchés Financiers de l’UMOA – AMF-UMOA) and the Regional Stock Exchange of West Africa ( Bourse Régionale des Valeurs Mobilières – BRVM) in relation to listed companies.
3.2 Significant Changes to Takeover Law Over the past 12 months, there have been no signifi - cant changes in takeover legislation. This legislation is not subject to any review that is likely to result in significant changes over the next 12 months.
4. Stakebuilding 4.1 Principal Stakebuilding Strategies Limited Use of Stakebuilding
It is not customary for a bidder to build a stake in a target company prior to launching a formal offer in Côte d’Ivoire. In practice, acquisitions are typically carried out through direct negotiations with control - ling or majority shareholders rather than through the gradual accumulation of shares on the market. 4.2 Material Shareholding Disclosure Threshold Shareholding Disclosure Obligations In Côte d’Ivoire, disclosure thresholds and reporting obligations for significant shareholdings apply primar - ily to companies listed on the BRVM. These obliga - tions are governed by the regional financial market regulations of the UMOA under the supervision of the AMF-UMOA. Any natural or legal person who comes to hold, direct - ly or indirectly, alone or acting in concert, a signifi - cant portion of the share capital or voting rights of a BRVM-listed company must comply with disclosure requirements when statutory thresholds are reached, exceeded or crossed downward. The applicable thresholds of the share capital or vot - ing rights are:
• 10%; • 20%; • 33.33%; • 50%; and • 66.66%.
Notifications must be made to both the BRVM and the AMF-UMOA within the prescribed regulatory time limits.
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