CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
5.3 Scope of Due Diligence General Approach
petent management body (board of directors, man - aging director or managers, as applicable). The draft merger agreement sets out the essential terms of the transaction, including the identity of the companies involved, the valuation of assets and liabilities, the exchange ratio of shares, any merger premium and the rights attached to the securities to be issued. At this stage, the merger becomes a defined corporate project rather than a simple negotiation. Statutory Disclosure Requirements Once the draft merger is finalised, it must be: • filed with the Trade and Personal Property Credit Register ( Registre du Commerce et du Crédit Mobilier – RCCM) of each participating company; and • published through a legal notice in an authorised legal journal. These disclosure formalities must be completed at least one month before the first shareholders’ gen - eral meeting called to approve the merger. This period allows shareholders and third parties to review the proposed transaction before the vote. In practice, a merger must therefore be disclosed before sharehold - er approval, but only after the transaction has been formally documented and approved at the manage - ment level. In private M&A transactions in Côte d’Ivoire, market practice generally aligns with the statutory framework. Parties typically maintain strict confidentiality through - out the negotiation and due diligence phases. Disclosure usually occurs only once the transaction has reached a sufficiently advanced stage, such as the signing of definitive agreements or the formal approval of a merger project. Listed Companies For listed companies, however, disclosure may occur earlier where market transparency rules or insider information obligations under the AMF-UMOA regu - latory framework are triggered. 5.2 Market Practice on Timing Alignment With Legal Requirements
In Côte d’Ivoire, a negotiated business combination is typically preceded by comprehensive legal due dili - gence. The objective is to identify legal risks, ensure regulatory compliance and confirm the validity and enforceability of the target’s key assets and opera - tions. The scope of the review is generally broad and adapted to the size, complexity and sector of the tar - get company. Corporate and Governance Matters Due diligence usually begins with a review of corpo - rate compliance. This includes verification of the com - pany’s incorporation documents, articles of associa - tion and corporate registers, as well as compliance with statutory formalities under OHADA law. Particular attention is paid to corporate decision-mak - ing processes to ensure that past and current corpo - rate actions were properly authorised, thereby avoid - ing potential risks of nullity. Registrations of securities, pledges or privileges at the RCCM are also carefully reviewed. Regulatory and Compliance Review A key focus is the company’s compliance with sector- specific regulations and its obligations vis-à-vis rel - evant public authorities. This includes verifying the validity of licences, permits and regulatory approvals, as well as confirming that required filings and declara - tions have been duly made. Contracts and Commercial Relationships The due diligence typically covers the company’s material contracts, including customer and supplier agreements, financing arrangements and strategic partnerships. Particular attention is given to change- of-control clauses, termination rights and potential liabilities. Tax, Employment and Intellectual Property A review of the company’s tax position is standard, focusing on filing history, outstanding liabilities and potential exposures. Employment matters and social security compliance are also examined. Where relevant, the review includes
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