CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
for the appointment of one or more experts to submit a report on one or more management operations. However, the appointment of these experts in the context of a merger will have the effect of suspending the operations in progress. However, it should be remembered that referral to the state courts in M&A cases only concerns restructuring operations at national level. 9.3 Common Defensive Measures The defences available to the directors of a company under the provisions of Article 778-9 of the 2014 Uniform Act on Commercial Compa - nies and Economic Interest Groups (AUSCGIE), which delegates the powers of the Extraordinary General Meeting to the directors, during a merg - er takeover, essentially concern formal nullities. Whether or not the transaction takes place on a regulated market, if the company’s objectives are not in line with those of the transaction in question, the directors may take defensive measures in the interests of the company. According to the provisions of Article 671 of the AUSCGIE, any decision taken in violation of the first and second paragraphs of this article, which enshrine the decision of each extraordinary gen - eral meeting of each of the companies partici - pating in the transaction, is null and void. This being said, any director with an interest in the company’s capital who did not take part in the deliberations of the extraordinary general meet - ing that decided on the validity of the transaction may request that the transaction be declared null and void. Furthermore, under the combined provisions of Articles 567 and 571 of COSUMAF’s general regulations, which set out the conditions for the suspension and delisting of a financial instru - ment at the initiative of the issuer, the community
legislature confers the possibility of suspending or delisting a financial instrument at the initiative of the issuer. The community legislature allows any person acting on behalf of the issuer of any bond to request its delisting or suspension. However, it should be noted that, in any event, the request for a defence in M&A matters must always be motivated by a legitimate interest. 9.4 Directors’ Duties In the event of the implementation of a defen - sive measure aimed at destroying the merger- acquisition operation, the transferring directors, who hold one-tenth of the company’s capital, are obliged, in the same way as the other sharehold - ers, to acquire the shares transferred as part of this operation. This is in line with the provisions of Article 769 of the AUSCGIE, which stipulates that if the company does not approve the pro - posed concessionaire, the board of directors or the managing director, as the case may be, are obliged, within three months of being notified of the refusal, to arrange for the shares to be acquired either by one or more shareholders, by a third party or by the company itself. However, it should be pointed out that the corollary of these provisions is that on the financial market, there are specific provisions governing market trans - actions relating to the interest that the acquisi - tion or transaction must arouse at the risk of it failing at the expense of the costs and commit - ments made by the initiator of the transaction. That said, when a merger is regulated, the initia - tors of the operation are liable to investors and all other stakeholders if it fails. Furthermore, it should be remembered that a refusal by the directors of the acquiring com - panies to continue with the merger-acquisition operations does not give rise to any liability on their part, unless, prior to their refusal, they pro - posed to the transferor that they have recourse
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