CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
to the expert appraisal procedure, and they accepted. Thus, it will be up to the acquiring company having withdrawn or raised the defence to bear the costs and inconvenience caused by their objection to the proposed merger. 9.5 Directors’ Ability to “Just Say No” Where the provisions of Article 778-9 of the AUSCGIe, are applied, the directors may express reservations regarding the merger or acquisition of a company. In order to do so, they may request in the articles of association that the shareholding of the company concerned be limited to 10% of its capital. This is in line with the spirit of OHADA legislation, which seeks to protect target companies against means that could lead to the company being taken over out - right. It would therefore be possible for the target company to also hold a proportion of the capital of the company involved in the transaction in order to prevent any attempts to take control or combine companies. Generally, given the multilateral and strategic nature of M&A operations, those that arise on the national market involve various players, namely the state and some multinational companies. For this reason, disputes arising from such opera - tions are frequently governed by community law, as they are not submitted to the competent regulatory authorities depending on the geo - graphical dimension of the operation in question (Community Competition Council). In fact, there is an embryonic rate of litigation concerning mergers and acquisitions or any other form of corporate restructuring. Such slowness in the process of making restructuring 10. Litigation 10.1 Frequency of Litigation
practices effective in companies in Cameroon in particular and in the OHADA area in general, results from the hesitation of stakeholders to accept these methods of financing. An illustration of this is judgment No 012/2011 of 31 March 2011, Banque Atlantique du Camer - oun, COBAC, Autorité Monétaire du Cameroun and Amity Bank CAMEROON PLC C. Judgment No 010/CJ/CEMAC/ CJ/09 of 13 November 2009. This famous case highlights the breach of a manifestly fraudulent memorandum of under- standing signed between the provisional trus - tee of Amity Bank Cameroon, appointed by the COBAC, and the Banque Atlantique Cameroun Group with a view to restructuring the bank, except that the memorandum of understanding signed for this purpose was vitiated by a for - mal defect. This was because the terms of the restructuring had not been communicated to the shareholders’ meeting of the target bank, which included first and foremost the Cameroonian government. Hence the lodging on 3 October 2008 with the CEMAC Court of Justice of an appeal seeking the annulment of the memoran - dum of understanding and of COBAC Decision D.2008/52 of 4 July 2008 giving COBAC’s assent to the publication of the Amity Bank restructur - ing order, by Mr Christophe SIELIENOU and oth - ers in their capacity as shareholders who had to approve any plan to restructure the bank. 2023 also saw many diplomatic tensions between the state of Cameroon and Chad, fol- lowing the various structural reforms initiated by the former concession holder Exxon Mobile in the management of the Chad-Cameroon pipe - line. The takeover of Exxon Mobile’s shares by Savannah energy without the agreement of the Chadian government, which had just acquired Petronas’ shares in the co-management of the Chad-Cameroon pipeline, fuelled numerous
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