CONGO BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama Dikoulou, Cabinet Gomes
10. Exits 10.1 Types of Exit
have the right to request the portfolio company to share accounting documents, financial statements, auditor’s reports, board of direction minutes, agree - ments or any legal document binding the company. 9.2 Shareholder Liability Under local law, civil or penal responsibility is individ - ual and cannot be extended to a third party unless the latter personally participated in the circumstances that led to the civil or penal responsibility. Thus, the private equity fund backing the majority shareholder cannot be held liable for the actions of its portfolio company unless it directly participated or caused the damage.
The most common exit routes remain private sales to strategic corporates or other private equity-backed investors. Initial public offerings (IPOs) are extremely rare, and there have been no notable IPO exits by private equity funds in the past 12 months. 10.2 Drag and Tag Rights Drag-along and tag-along rights are not automatical - ly implied under the OHADA law but are commonly included in shareholders’ agreements where private equity funds are involved, especially in deals with multiple minority shareholders or management co- investors. There is no typical threshold. 10.3 IPO There are no standard lock-up arrangements or rela - tionship agreements between private equity sellers and issuers, since private equity-led IPOs have not yet emerged as a common exit route.
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