COTE D’IVOIRE LAW AND PRACTICE Contributed by: Abdourahim Bodeen Diallo, Albert Dione, Tokpanan Doré, Joane-Dominique Bah, Thierno Moustapha Diallo, Mamadou Billo Barry and Nasrine Akrah, Thiam & Associés
• Declaration Regime – investments may benefit from certain incentives on the basis of a simple declaration, without minimum thresholds, facilitat - ing smaller and medium-scale investors. • Approval Regime – larger or more strategic invest - ments may qualify for enhanced incentives upon approval by the investment promotion agency (CEPICI), subject to investment size, sector, and location zones (Zones A, B and C). FDI-related enforcement To the authors’ knowledge, there is no widely reported high-profile FDI enforcement action that has signifi - cantly altered the FDI regime or investor confidence. Ongoing reform agenda Côte d’Ivoire continues to pursue economic reforms aimed at improving investment facilitation, including: • digitalisation of administrative procedures; • enhancements in business registration and regula - tory transparency; and • alignment with global governance standards. These reforms are expected to improve the ease of starting and operating businesses and reduce bureau - cratic delays. M&A transactions are predominantly structured as pri - vate share deals, particularly where the target is a lim - ited liability company (SARL) or a joint-stock company (SA) governed by the OHADA Uniform Act on Com - mercial Companies. Share acquisitions are generally favoured because they offer a straightforward transfer of control, fewer operational disruptions and a simpler regulatory path for the investor. These transactions are typically formalised through a negotiated share purchase agreement and related ancillary documents. Asset deals are also possible, especially when an investor intends to acquire specific assets or avoid inheriting legacy liabilities. However, they are usu - ally more complex in practice. Transfers of individual 3. Mergers and Acquisitions 3.1 Transaction Structures Overview of Common Deal Structures
assets may require multiple registrations, notifica - tions to commercial partners, and in certain regulated industries (such as mining, banking or telecoms), prior approvals, re-licensing or specific tax assessments. As a result, these structures tend to be used only when commercially necessary. Public and Private M&A In Côte d’Ivoire, acquisitions of private companies are mainly structured in the form of share purchases, sometimes in the form of asset purchases for liability management, and increasingly through holding com - panies for governance and tax efficiency reasons. These transactions are negotiated privately under OHADA company law, which allows for flexibility in terms of conditions, due diligence, guarantees, and shareholder agreements to define governance, exit rights, and minority protection. For acquisitions of publicly traded companies, the structure differs due to regulatory oversight. Inves - tors typically use takeover bids (OPA) or block trades followed by mandatory bids, governed by the rules of the BRVM (Regional Stock Exchange) and the AMF- UMOA (Financial Markets Authority of the West Afri - can Monetary Union), which impose requirements in terms of disclosure, pricing, and minority protection. Public transactions are slower, less flexible, and sub - ject to regulatory oversight, while private transactions are largely freely negotiated. Minority Investments Minority investments are commonly executed through targeted share subscriptions or capital increases, rather than full acquisitions. These are usually paired with a detailed shareholders’ agreement address - ing governance rights, reserved matters, information rights, dividend policy and exit mechanisms such as pre-emption, tag-along and drag-along rights. Inves - tors must also comply with OHADA corporate for - malities, local registration requirements and, where relevant, regional merger-control rules. 3.2 Regulation of Domestic M&A Transactions M&A transactions operate within a structured legal environment shaped by OHADA corporate law and national sector-specific regulations. Several regula -
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