EGYPT Law and Practice Contributed by: Mohamed Hashish, Farida Rezk, Omar Aboul-Ella and Mariam Rabie, Soliman, Hashish & Partners
Disclosure to the ECA Any potential transaction must be disclosed/ notified to the ECA in all cases for its pre-approv - al before implementation of any such transaction as highlighted above with respect to the ECA’s pre-approval of any transaction that constitutes an economic concentration as defined above and fulfils the notification thresholds pursuant to the Antitrust Law, as further highlighted above. 7.3 Producing Financial Statements In a public tender offer, the file submitted by the bidder to the FRA and EGX for the potential offer does not explicitly require financial statements to be produced. However, the file submitted must contain specific documents and information, including, inter alia, a summary of the financial statements of the bidder for the last three years, or from the date of establishment, whichever is less, unless the purchase offer is a cash offer. In all cases, the FRA provides the form required to be submitted by the bidder, which specifies all required data therein. It is also worth noting that if a transaction is deemed an economic concentration notifiable to the ECA, the notification form to be submitted to the ECA requires, inter alia, financial statements of the parties that the economic concentration In a public tender offer, the file submitted by the bidder to the FRA and EGX for the poten - tial offer does not explicitly require transaction documents in full. However, the file submitted must contain specific documents and informa - tion, including, inter alia, a memorandum which requires, inter alia, information on agreements or understandings relating to the purchase offer to which the bidder is a party or of which it is concerns and their related parties. 7.4 Transaction Documents
aware, and descriptions of the parties to such agreements or understandings. It is also worth noting that if a transaction is deemed an economic concentration notifiable to the ECA, the notification form to be submit - ted to the ECA requires, inter alia, a copy of all transaction documents.
8. Duties of Directors 8.1 Principal Directors’ Duties
There are two main categories of private com - pany in Egypt: partnerships and corporations. There are two types of partnerships: (i) general partnership (GP) and (ii) limited partnership (LP). However, corporations are classified into the fol - lowing four types: (i) JSC, (ii) LLC, (iii) one-person company (OPC) and (iv) Partnership Limited by Shares. This being said, the two most common types of company provided under the Companies Law are (i) the JSC, the capital of which is divided into shares owned by its shareholders, and which is managed by at least three board members, and (ii) the LLC, the capital of which is divided into quotas owned by quota-holders, and which is managed by at least one manager. It is worth noting that noting that the articles of incorpora - tion of a JSC may provide for minimum repre - sentation of the shareholders on the board of directors. It is worth noting that Egyptian law does not rec - ognise the concept of the stakeholders in the companies in Egypt. In this regard, the mem - bers of the board of directors/managers have all the powers related to the management of the company and undertake all necessary actions to achieve its purpose, except for those actions
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