CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
6.8 Additional Governance Rights Shareholders’ Agreement Framework
6.11 Irrevocable Commitments Market Practice
Where a bidder acquires less than 100% of a target, additional governance rights are typically negotiated through shareholders’ agreements and/or transaction documents. Board Representation It is common to negotiate board seats proportional to the investment or as otherwise agreed, allowing direct participation in strategic oversight. Reserved Matters/Veto Rights Bidders often seek veto rights over key matters such as capital increases/dilution, major acquisitions or dis - posals, significant indebtedness, amendments to gov - ernance documents, or extraordinary transactions. Information and Observer Rights Enhanced reporting rights and board observer arrangements are also common, especially where the bidder is a minority investor. 6.9 Voting by Proxy Legal Principle Proxy voting is permitted under OHADA law, allowing shareholders to be represented at general meetings. Conditions The articles of association may set certain practical conditions (eg, who can act as proxy and limits on mandate concentration), provided they remain con - sistent with OHADA principles governing sharehold - ers’ participation. 6.10 Squeeze-Out Mechanisms Private Companies There is no general statutory squeeze-out mechanism for private companies comparable to those in some other jurisdictions. Listed Companies (UEMOA/BRVM context) In the BRVM context, regional rules may allow a public withdrawal offer ( offre publique de retrait ), leading to delisting and, in certain circumstances, a compulsory exit mechanism for minority shareholders, subject to the AMF-UMOA/BRVM conditions.
It is relatively common in negotiated transactions – particularly where ownership is concentrated – to obtain irrevocable undertakings from principal share - holders to tender into an offer or to vote in favour of a merger/sale. Timing These undertakings are typically negotiated pre- announcement (especially for listed transactions) or alongside the LOI/definitive agreements in private deals. Nature of Undertakings They are contractual commitments that may be draft - ed as “hard” undertakings, or may include limited “superior offer” outs depending on the deal dynamics and regulatory sensitivities. A bid is made public through the regional process supervised by AMF-UMOA and implemented by the BRVM. Key Steps In practice, the process starts with the publication of a filing/deposit notice presenting the main terms of the draft offer – the initiator, securities, price/exchange terms and broker-dealer ( société de gestion et d’intermédiation SGI/intermediary). Once AMF-UMOA clearance/visa is obtained, the BRVM publishes an opening notice and the timetable (offer period, any extensions and final results). 7.2 Type of Disclosure Required Unlisted Companies Disclosure is primarily governed by OHADA corporate requirements, ensuring shareholders receive suffi - cient information to vote (board/management reports, meeting notices and statutory filings). 7. Disclosure 7.1 Making a Bid Public Listed Companies (BRVM)
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