CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
11. Activism 11.1 Shareholder Activism
in the context of a merger and acquisition within OHADA. At national level, activism can be understood as an association of companies, trade unions and professional groups known as the Groupement d’Entreprise du Cameroun (GECAM), governed by the law of 12 December 2021 relating to inter- professional organisations in Cameroon. It is the result of the merger in 2023 of GICAM ( Groupe- ment Inter-Patronal du Cameroun ) and ECAM ( Entreprises du Cameroun ). GECAM brings together professional groups, business associa - tions and individual companies. With more than a thousand members to date, its objective is to defend the roadmap of private sector companies with the public authorities. As such, it provides its members with first-level information, training, intermediation and advi - sory services. It also contributes, alongside the public authorities and other social partners, to inclusive, responsible and constructive social dialogue. It encourages entrepreneurial freedom and promotes the spirit of enterprise in all sec - tors of activity, while making a lasting contribu - tion to the development of Made in Cameroon. It also fosters partnerships to promote economic development at national and sub-regional level. 11.2 Aims of Activists In the Cameroonian context, shareholder activ - ism consists of promoting the interests of a group of shareholders with a view to improving the company’s performance. It can be said that the actions of the Cameroonian directors, who sought to acquire a few additional shares on behalf of the Cameroonian state, is a form of shareholder activism. This is a form of share - holder activism on the transnational scale of a merger and acquisition.
Shareholder activism can be analysed from two angles, in particular at community level. Article 131 of OHADA prohibits abuse of equal - ity or minority rights, which would result in the application of liability for abuse of majority and minority rights, in the following terms: “minor- ity or equal shareholders may incur liability in the event of abuse of minority or equality rights. There is abuse of minority or equality when, by exercising their vote, minority or equal share- holders oppose decisions being taken, even though they are required by the interests of the company and they cannot justify a legitimate interest” . However, in any event, shareholder activism in the specific context of Cameroon can only be motivated by the interests of the company if there is no legitimate interest on the part of the shareholders. This is why, in order to reinforce these ideas, provision is made for the submission of merger plans to the meeting of bondholders of the absorbed companies under the terms of Article 678 of the AUSCGIE. It is therefore easy to understand the OHADA legis - lature’s concern to ensure that the agreements and interests of all shareholders, even minority shareholders, are aligned during a merger and acquisition operation. However, limits to this obligation should be mentioned, in particular where bondholders are offered the possibility of redeeming their secu - rities on simple request (see 678-1 AUSCGIE). To this end, the absorbing company becomes the debtor of the bondholders of the absorbed company. In the latter case, it can be said that the activism of majority shareholders may take precedence over that of minority shareholders
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