CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
Listed Companies Where the target is listed on the BRVM, however, such contractual arrangements must comply with the regu - latory framework of the AMF-UMOA. Disclosure obli - gations may arise once the transaction becomes suf - ficiently precise and capable of influencing the market price of the securities. 6. Structuring 6.1 Length of Process for Acquisition/Sale No Statutory Duration There is no legally mandated timeframe for acquiring or selling a business in Côte d’Ivoire. The timeline is primarily driven by the scope of due diligence, the pace of negotiations and the satisfaction of conditions precedent (including regulatory approvals, third-party consents and financing). Market Practice (Private Companies) For private targets, transactions typically take around 3–4 months from initial approach to closing, and may extend to up to six months for complex or regulated deals. Market Practice (Listed Companies) For BRVM-listed targets, transactions generally take 4–6 months or more, depending on AMF-UMOA review/visa timelines, disclosure requirements and offer periods. 6.2 Mandatory Offer Threshold Private companies Côte d’Ivoire does not have a statutory “mandatory offer” threshold for private (non-listed) companies under OHADA law. Listed companies (UEMOA/BRVM context) For listed companies, the relevant regime is regional (AMF-UMOA/BRVM). While the framework provides for material shareholding disclosure thresholds (eg, 10%, 20%, 33.33%, 50% and 66.66%), these do not operate as an automatic, general mandatory offer trigger; they primarily serve transparency and market monitoring purposes.
verification of the ownership, validity and protection of the company’s intellectual property rights. Overall, due diligence in Côte d’Ivoire is generally full-scope and risk-oriented, designed to provide the acquirer with a clear legal picture of the target prior to completion. 5.4 Standstills or Exclusivity Exclusivity In Côte d’Ivoire, exclusivity arrangements are com - monly requested in negotiated business combina - tions, particularly in private M&A transactions. They are typically agreed at an early stage, often in a letter of intent or memorandum of understanding, and aim to secure the buyer’s position during the due diligence and negotiation phases. Exclusivity clauses generally prevent the seller from soliciting or negotiating with competing bidders for a defined period. Under OHADA law, such clauses are generally enforceable provided that they are limited in time and scope and do not amount to an unlawful restriction of competition. Standstill Standstill commitments are less common in Côte d’Ivoire. They are more frequently encountered in public or semi-public transactions. In private trans - actions, sellers tend to rely primarily on confidential - ity and exclusivity arrangements rather than standstill undertakings. 5.5 Definitive Agreements Permissibility Under Contractual Freedom There is no legal prohibition under Ivorian law against documenting the terms and conditions of a tender offer within a binding agreement between the offeror and the target. The principle of freedom of contract allows parties to structure their transaction through definitive agree - ments covering matters such as the offer price, time - table, acceptance procedures, conditions precedent and withdrawal rights.
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