CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
on the company’s financial statements, in accord - ance with AMF-UMOA disclosure rules and applicable accounting standards. Investment vehicles regulated by the AMF-UMOA, such as collective investment schemes (OPCVM), must comply with specific reporting obligations regarding their use of derivatives under Instruction No 66/2021. Foreign Exchange and Regulatory Filings Derivatives involving foreign counterparties, curren - cies or commodities fall under the UEMOA foreign exchange regime, particularly Regulation No 06/2024/ CM/UEMOA. Such transactions are generally permitted but may be subject to declarative reporting to the Ministry of Finance and the BCEAO for statistical and monitor - ing purposes. Authorised intermediaries and banks are responsible for ensuring compliance with these requirements. Competition Law Considerations Derivative transactions do not in themselves trig - ger merger control or competition law filings. How - ever, competition rules may apply where derivative instruments are used to influence corporate control, co-ordinate market behaviour or reinforce a domi - nant position. In such cases, the arrangements may be reviewed ex post by the competent competition authorities within the UEMOA or ECOWAS frame - works. 4.6 Transparency Absence of Disclosure Obligation for Acquisition Intent Under OHADA law, shareholders acquiring shares in a company are not subject to a general obligation to dis - close the purpose of their acquisition or their intention to obtain control. Transactions involving the acquisi - tion of shares are primarily governed by the principle of contractual freedom between the parties. Information Provided by the Company Disclosure obligations arise mainly at the corporate level. The company’s governing bodies must provide
shareholders with the information necessary to evalu - ate proposed corporate transactions. For example, in the context of mergers or other major corporate restructurings, the board of directors or managers must prepare a report to the shareholders explaining the transaction, its rationale and its effects. Shareholders must then be consulted and vote on the proposed transaction in accordance with OHADA cor - porate law. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal Absence of Early Disclosure Requirements Under OHADA law, disclosure obligations in the con - text of mergers arise only once the transaction has reached a formal and structured stage. There is no requirement to disclose a potential transaction dur - ing the preliminary phases, such as when the target is first approached, when negotiations begin or when a non-binding letter of intent (LOI) is signed. These early stages remain governed by confidentiality and contractual freedom. In private transactions, disclosure obligations may nevertheless arise internally where the company’s articles of association contain transfer restrictions such as approval clauses ( agrément ) or pre-emption rights requiring notification to existing shareholders or corporate bodies before a share transfer can proceed. Listed Companies For companies listed on the BRVM, disclosure obli - gations may arise earlier under the regional financial market rules supervised by the AMF-UMOA. Under the principle of continuous or “permanent” informa - tion applicable to listed issuers, companies must disclose to the market any precise information that is likely to have a significant influence on the price of their securities. As a result, disclosure may occur before definitive agreements are signed where nego - tiations constitute inside information. Preparation of the Draft Merger For mergers, each participating company must pre - pare a draft merger agreement approved by its com -
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