CONGO BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama Dikoulou, Cabinet Gomes
operationalises ethical governance in public admin - istration and affiliated entities through mandatory sectoral policies, ethics training, integrity monitor - ing, whistle-blower protection (via the anonymous “Ko-Funda” platform) and audit systems. It places significant emphasis on the responsabilité sociétale de l’administration publique (societal responsibility of public administration), aligning with ESG principles even though ESG reporting is not yet mandatory. While these initiatives are still in the implementation phase, they send a strong signal to both local and international investors (including private equity funds) that Congo is taking governance and transparency reforms seriously. Finally, the authors note that international investors – including private equity funds – continue to place strong emphasis on compliance in these areas. Given Congo’s exposure to sectors that are vulnerable to corruption and environmental risks, many investors voluntarily adopt international best practices, includ - ing anti-bribery compliance programmes (aligned with the US FCPA or UK Bribery Act), ESG screening frameworks, and alignment with sustainability stand - ards such as the IFC Performance Standards or OECD Guidelines for Multinational Enterprises. In the Republic of the Congo, legal due diligence in private equity varies depending on the nature of the target, its sector of activity and the risk profile of the transaction. Due diligence is generally conducted on behalf of the investor or acquiring party, and is based on their view of corporate documentation and material disclosures provided by the target. The target usually sets up a virtual data room with all the documents being available for review over a defined period, and there the buyer can usually conduct a Q&A to clarify any discrepancies or irregularities. 4. Due Diligence 4.1 General Information
• confirm ownership of key assets; and • ensure compliance with applicable laws and regu - lations. This process often culminates in a due diligence report that forms the basis for transaction structuring, pric - ing adjustments, risk allocation (via representations, warranties and indemnities) and conditions precedent to closing. Key Due Diligence Focus Areas Beyond transaction-specific or sectoral considera - tions, legal due diligence in Congo-Brazzaville typi - cally includes an in-depth review of the following key areas. Corporate structure and governance This includes verification of corporate records, arti - cles of association, shareholding structure, board resolutions and compliance with OHADA company law requirements. Financial liabilities and contingent obligations This includes review of loan agreements, guarantees, security interests and any off-balance-sheet liabilities that could impact valuation or future performance. Material contracts This relates to assessment of ongoing commercial contracts, including supply, distribution, partnership or joint venture agreements, with attention paid to change-of-control clauses and termination rights. Real estate and lease arrangements This includes examination of title deeds, lease agree - ments, land use authorisations and compliance with urban planning or concession requirements. Regulatory compliance Where the target operates in a regulated sector (eg, hydrocarbons, mining, telecoms, health, banking), verification of the status and transferability of licenc - es, permits and authorisations is essential. Regula - tory approval may also be a condition precedent to closing.
The objective of legal due diligence is to: • assess the legal integrity of the target; • identify potential liabilities;
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