CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
in one or more Contracting States is XAF100 million pursuant to the Ohada Uniform Act on Commercial Companies. In addition, a company can rightfully put a threshold on this amount in its by-laws. On the other hand, the COSUMAF does not pro - vide for the option of higher or lower reporting thresholds. As it stands, there is no further hur - dles for stakebuilding in Cameroon at the date of writing. 4.4 Dealings in Derivatives Under the COSUMAF General Regulation, deal - ings in derivatives are allowed. 4.5 Filing/Reporting Obligations As far as is known, there are no filing/reporting obligations for derivatives under securities dis - closure and competition laws. 4.6 Transparency Pursuant to an order of COSUMAF, shareholders have to make known their objectives and inten - tions regarding control of the company which forms part of the information package to be pro - vided. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal In terms of the regulation of COSUMAF, the bid - der has the obligation to disclose the transaction by filing an information document along with the offer. 5.2 Market Practice on Timing Market practice in terms of publication deadlines complies with legal requirements. In accordance with CEMAC legislation, foreign direct invest - ments (equity investments or subscriptions for
shares in existing or new companies) are subject to the obligation for the investor or their agent to declare the transaction to the Central Bank and the Minister in charge of money and credit at least 30 days before the transaction takes place. (see Sections 118 and 122 of Regulation No 02/18/CEMAC/UMAC/CM on foreign exchange regulations in CEMAC of 21 December 2018. Regarding merger transactions, the requirement to register the transaction in the commercial reg - ister one month before the first general meeting called to decide on the transaction is an obliga - tion, on pain of nullity (see Sections 194 and 198 of the Uniform Act on Commercial Companies). 5.3 Scope of Due Diligence The scope of due diligence generally conducted in a negotiated business combination is as fol - lows: • the structure and governance of the business; • compliance with general and sectoral regula - tions; • labour issues; • commercial contracts; • real estate and property issues; • intellectual property and information technol - ogy • tax compliance; • current and potential litigation; and • financial valuation. 5.4 Standstills or Exclusivity Before making an offer to purchase a company, a potential buyer will often want to conduct pre - liminary due diligence on the target company to assess the opportunity and set a price. To gov - ern the use of, or access to, non-public informa - tion, the parties to a share purchase agreement will generally enter a confidentiality clause or establish letters of intent. In most cases, these
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