OHADA Trends and Developments Contributed by: Albert Dione, Stéphanie Manguele and Fatoumata Binta Maïga, Thiam & Associés
In Burkina Faso, Decree No 2021-1142 requires min - ing companies and their subcontractors entrust ser - vice contracts to Burkinabè natural or legal persons, with determined participation percentages. Sanctions for Non-Compliance with Local Content Legislation Failure to comply with local content obligations may expose operators to sanctions ranging from admin - istrative fines to the withdrawal of authorisations, or even the termination of contracts. National competent authorities now exercise increasingly structured and effective oversight of compliance with these com - mitments, making local content a strategic compli - ance issue for investors rather than a merely ancillary requirement. Integration of Local Content Clauses in M&A Agreements M&A agreements must now incorporate specific pro - visions setting out the parties’ commitments with respect to local content. These provisions typically address, among other things, minimum quotas for the employment of national workforce, priority for local suppliers and service providers, technology and skills transfer programmes, as well as monitoring and com - pliance mechanisms. Due diligence must assess the overall cost of these obligations, the associated legal risks, and the sus - tainability of the commitments undertaken by inves - tors. At the same time, CSR and environmental, social and governance (ESG) considerations are playing an increasingly significant role in M&A transactions. Recent transactional practice shows that investors are placing growing emphasis on contractual com - mitments relating to responsible governance, trans - parency and environmental performance. Companies with well-established CSR frameworks generally ben - efit from higher valuations and improved access to financing. Influence of CSR Principles on M&A Transactions Like local content regulations, CSR standards are not harmonised at OHADA level and still vary across juris - dictions. In 2017, the Republic of Guinea adopted a
CSR policy specifically applicable to the mining sec - tor, structured around eight strategic pillars, including respect for human rights, environmental performance, transparency, anti-corruption measures and reporting obligations. Côte d’Ivoire, for its part, promotes CSR through its Corporate Governance Charter. In 2026, environmental, ESG considerations have assumed a growing role in M&A transactions. Inves - tors increasingly integrate ESG questionnaires into their due diligence processes and require CSR-related commitments to be reflected in shareholders’ agree - ments and transactional documentation. Companies with well-developed CSR frameworks are generally perceived as presenting lower regulatory and reputa - tional risks, and may therefore benefit from enhanced valuations. The revision of SYSCOHADA ( Système Comptable OHADA , a harmonised accounting system designed for businesses in OHADA member states) further reinforces this dynamic by requiring certain categories of companies to disclose social and envi - ronmental information. M&A transactions have thus evolved into complex instruments of strategic restructuring where financial considerations intersect with national regulatory con - straints, economic sovereignty concerns and growing expectations regarding responsible corporate govern - ance. The early integration of local content obliga - tions and CSR considerations at the due diligence stage has thus become a critical factor in securing and successfully implementing transactions within the OHADA area. Senegal In Senegal, although the principal framework gov - erning local content had been established earlier, initially in the hydrocarbons sector and subsequently in the mining sector, recent years have witnessed a strengthened and more operational implementation of these requirements through the National Local Con - tent Monitoring Committee (CNSCL), particularly in the mining, oil and gas industries. Authorities have introduced a dedicated digital platform for local con - tent through which companies are required to register and publish their local content plans. This mechanism enhances transparency and strengthens compliance
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