CAMEROON Trends and Developments Contributed by: Michel Aaron Feugueng and Ida Tchamde Feugueng, Maaron Law Firm
in relation to transactions suspected of involving cryp - to-asset-based fraud. The practical challenge in crypto-fraud cases is trac - ing. Blockchain forensic analysis is now an indispen - sable tool in complex crypto-fraud investigations, and practitioners must be prepared to engage spe - cialist technical experts alongside legal counsel. The absence of specific OHADA or CEMAC rules on cryp - to-asset recovery means that practitioners must cur - rently rely on general property law principles and the broad language of the AUPSRVE to attach identified wallets – an approach that has succeeded in practice but introduces uncertainty. Regulatory developments are anticipated. The COBAC (Central African Banking Commission) and the BEAC (Bank of Central African States) are actively developing a regulatory framework for crypto-assets and virtual asset service providers. Practitioners and clients should monitor these developments closely, as they are expected to significantly alter the recovery landscape for crypto-fraud cases in the near term. A significant proportion of the fraud mandates handled in Cameroon involve corporate governance failures – cases in which directors or controlling sharehold - ers have misused their positions to misappropriate company assets, divert business opportunities or manipulate corporate structures to the detriment of minority shareholders, creditors or investors. The OHADA framework provides a comprehensive and increasingly effective set of tools for addressing this category of fraud. Corporate Governance Failures and the Weaponisation of OHADA Company Law Misuse of corporate assets (abus de bens sociaux) Article 891 of the OHADA Uniform Act on Commer - cial Companies and Economic Interest Groups (AUS - CGIE, revised on 30 January 2014) criminalises the misuse of corporate assets by directors – a provision that has seen growing use in Cameroon as investors and minority shareholders become more assertive in pursuing fraudulent management. The criminal com - plaint route, combined with a civil party constitution before the examining magistrate, provides a powerful and cost-effective mechanism for investigation and
recovery that bypasses the limitations of purely civil proceedings. Derivative actions and shareholder remedies Articles 165 and 166 of AUSCGIE provide sharehold - ers holding at least 1% of the share capital with the right to bring a derivative social action ( action sociale ut singuli ) on behalf of the company against fraudulent directors. This provision is increasingly being invoked in cases involving private equity investments, joint ventures and publicly listed companies on the BVMAC (the CEMAC securities market), where minority inves - tor protections have historically been under-enforced. Lifting the corporate veil Cameroonian courts have shown increasing willing - ness to pierce the corporate veil and hold ultimate beneficial owners directly liable where companies have been used as instruments of fraud. The doctrines of simulation (Article 1321 Civil Code) and de facto management (Article 27 AUSCGIE) are being applied with greater frequency and rigour, reflecting a judi - cial culture that is becoming less tolerant of nominee arrangements designed to obscure fraudulent liability. The Interaction of Criminal and Civil Proceedings: Strategic Sequencing A defining feature of fraud practice in Cameroon – and one that distinguishes it from purely common law jurisdictions – is the richness and complexity of the interaction between criminal and civil proceedings. Understanding how to sequence and co-ordinate these two tracks is perhaps the most important prac - tical skill in Cameroonian fraud litigation. The principle “ Le criminel tient le civil en l’état ” (Article 4 Code of Criminal Procedure) requires civil proceed - ings to be stayed where the same facts are the subject of a pending criminal prosecution and the two pro - ceedings involve the same parties. This rule – which has no direct equivalent in common law systems – can operate as both a sword and a shield: a strategic criminal complaint can pause adverse civil proceed - ings brought by the opposing party, while the crimi - nal investigation simultaneously generates evidence (banking records, expert reports, witness testimony) that strengthens the claimant’s civil position.
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