CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
regulations of the regional financial market and those not falling under the latter but still subject to ordinary company law, in this case the Uni - form Act relating to the law on commercial com - panies, the CEMAC competition regulations, as well as the various national laws governing the different sectors of economic activity. Regulatory Jurisdictions Given the ambivalence of M&A transactions, when they are subject to the rules of the com - munity financial market, any disputes arising from them automatically fall within the remit of the market’s regulatory authority, in this case the Market Surveillance Commission, abbreviated to COSUMAF, in accordance with the provisions of Article 17 of the regulations governing the organisation and operation of the said CEMAC financial market, which defines the remit of this institution, namely to ensure compliance with the general principles governing the operation of markets, fairness, transparency, loyalty, secu - rity and market integrity. As such, it ensures that shareholders and investors are treated equally in all circumstances. However, according to the provisions of Article 289 of the aforementioned regulations, appeals against decisions taken by COSUMAF fall within the jurisdiction of the CEMAC Court of Justice. Having said that, in the light of the foregoing, it can be stated unequivo - cally that those involved in a merger takeover operation on the CEMAC financial market may, in the event of a disagreement requiring a request for a defence measure, refer the matter to the community courts only after having lodged an appeal with the market regulatory authority. State Courts As the financial markets are only an essential tool for matching supply and demand in the exe - cution of a restructuring operation, the latter may well take place over the counter, outside a regu -
latory framework. However, whatever the nature of the transaction, it remains subject to the rules of ordinary company law, in particular the Uni - form Act relating to the law on commercial com - panies and economic interest groupings, as well as the CEMAC regulation on competition in the case of a merger with a community dimension. In the latter case, the competent authority or jurisdiction is the Community Competition Council, set up within the CEMAC Commission, in accordance with the provisions of Article 11 of Regulation No 06/19-UEAC-CM-33 of 7 April 2019 on competition in the CEMAC zone, which states: “the CCC shall deal with concentrations under the conditions defined in Title 4 of this Regulation” . A concentration occurs when two or more previously independent undertakings merge or when one or more undertakings acquire, directly or indirectly, whether by acquisition of a holding or capital, contract or any other means, control of the whole or part of one or more other undertakings. The CEMAC Commission is auto - matically responsible for dealing with disputes arising from certain merger operations. However, it should be noted that under the provisions of Article 18 b) (new) of Law No 2006/015 of 29 December 2006 on the organisation of the judici - ary, as amended and supplemented by Law No 2011/027 of 14 December 2011 in Cameroon: “the Court of High Instance has jurisdiction to hear disputes relating to commercial companies, commercial deeds and instruments as provided for by the Uniform Act of the Organisation for the Harmonization of Business Law relating to general commercial law” . Moreover, under the terms of Article 159 of the Uniform Act relating to the law governing commercial companies, it is provided that one or more shareholders rep - resenting at least one-tenth of the share capital may apply to the competent court at the regis - tered office, ruling within a short period of time,
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