OHADA Trends and Developments Contributed by: Albert Dione, Stéphanie Manguele and Fatoumata Binta Maïga, Thiam & Associés
SCP Thiam & Associés Kipe – Metal Guinea Commune of Ratoma BP 781 Conakry Republic of Guinea Tel: + 224 623 92 66 92 Email: contact@thiam-associes.com Web: www.thiam_associes.com
Integration of Local Content Standards in OHADA Zone M&A Unlike the general rules governing M&A, defined by the Uniform Act on Commercial Companies and Eco - nomic Interest Groups, local content has not yet been subject to normative harmonisation at OHADA level. It relies primarily on national frameworks and regional initiatives, notably the African Union’s African Mining Vision, which encourages the strengthening of local industries; the WAEMU regional mining code, advo - cating specific local content requirements; and the ECOWAS model law on mining, imposing training and integration obligations for national workers. In the absence of uniform regulation at OHADA level, several member states have developed their own legal frameworks to govern local content, particularly within the context of M&A operations. Such frameworks aim to promote the integration of local companies, the development of national skills, and the use of local resources in investment projects. This normative frag - mentation increases the complexity of cross-border operations and requires thorough regulatory diligence during capital restructuring. In the Republic of Guinea, Law L/2022/0010/CNT of 22 September 2022, applicable to all sectors, requires public and private investment projects to contribute to the development of the national economy and the improvement of living conditions for local popula - tions. Operators conducting activities in the Republic of Guinea are required to implement measures pro - moting the training of Guinean personnel, technology transfer, and local sourcing. They must conclude sup - ply contracts for goods or services with Guinean natu - ral or legal persons to source from the local market.
In the OHADA (Organisation for the Harmonization of Business Law in Africa) region, mergers and acqui - sitions can no longer be considered without taking into account regulatory and contractual require - ments relating to local content and corporate social responsibility (CSR). While M&A is primarily driven by economic and strategic factors, it is now strongly influenced by social, environmental, and governance imperatives aimed at ensuring a better redistribution of the benefits of investments within local economies. CSR and local content policies have therefore become unavoidable, particularly in the extractive sectors and the infrastructure, energy, financial services, and strategic industries. States are increasingly imposing obligations on investors in the following areas: prior - ity use of national labour; subcontracting with local companies; technology transfer; training of national skills; and environmental compliance. Any M&A deal must now integrate these requirements right from the structuring stage to ensure compliance with applica - ble regulations. These constraints, although justified by the desire to strengthen local economies, significantly complicate the structuring of M&A transactions and require a rig - orous approach from the due diligence phase. The trend in 2026 confirms that these constraints now constitute structuring parameters of deals, directly influencing asset valuation as well as the negotiation of contractual warranties.
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