CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
Listed Companies Disclosure is more formalised under AMF-UMOA/ BRVM rules and typically includes detailed informa - tion enabling investors to assess the offer, including terms and consideration mechanics, timetable and key implications. 7.3 Producing Financial Statements Private Transactions As a general matter, bidders are not required to pub - lish pro forma financial statements in private deals. Listed Transactions (UEMOA/BRVM context) Offer documentation typically includes historical finan - cial statements (commonly for recent fiscal years) and related auditors’ reports, prepared under the applica - ble accounting framework ( système comptable OHA - DA – SYSCOHADA), with listed groups’ consolidated reporting potentially aligned with international finan - cial reporting standards (IFRS) requirements where applicable. 7.4 Transaction Documents No General Public Filing of Full Agreements In private transactions, there is generally no require - ment to publicly disclose transaction documents in full. Listed Transactions The market typically receives summaries/essential terms through disclosures and the offer documenta - tion, while the AMF-UMOA may request additional underlying documents (including key agreements) as part of its review.
exchange ratio workstreams, shareholder information, approvals and statutory filings/publications). Shareholders Versus Stakeholders Duties are primarily owed to the company, and indi - rectly protect shareholders through information rights and equal treatment; listed contexts also add market
integrity and transparency obligations. 8.2 Special or Ad Hoc Committees Market Practice
While OHADA law does not mandate special commit - tees, it is increasingly common in more sophisticated transactions (and particularly where conflicts exist) to establish ad hoc committees to manage negotiation, valuation review and conflict mitigation. Conflict Scenarios Committees are especially useful where certain direc - tors have interests that could impair independent decision-making. 8.3 Business Judgement Rule No Formal Doctrine OHADA law does not recognise a formal “business judgement rule”. Judicial Approach Courts generally refrain from second-guessing com - mercial decisions where directors have complied with statutory procedures and acted without fraud, bad faith or gross misconduct; scrutiny typically focuses on procedural compliance, conflicts and shareholder information. 8.4 Independent Outside Advice Typical Advisers Directors commonly seek independent advice from: • legal counsel (OHADA compliance, structuring, documentation, filings, listed disclosure); • financial advisers/valuers (valuation, exchange ratio support); and • tax and regulatory specialists for sector-sensitive transactions.
8. Duties of Directors 8.1 Principal Directors’ Duties Corporate Interest and Good Faith
Directors and managers must act in good faith, with loyalty, and in the corporate interest of the company. Procedural Compliance In business combinations, principal directors must ensure compliance with OHADA requirements (eg, preparation of merger documentation, valuation/
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