ETHIOPIA Law and Practice Contributed by: Getu Shiferaw, Awoke Mitku, Gutema Kajela Ejeta and Debora Belachew, Mehrteab & Getu Advocates LLP
• where applicable, the appropriate tax docu - mentation; • a certified copy of the resolution(s) of the shareholders or board of directors authorising the offer of the securities, as applicable; • a certified copy of the resolution(s) of share - holders passed at an extraordinary general meeting authorising the increase in capital or the issuance of securities, as applicable; • a certified copy containing the details of the board of directors, as applicable; • a no-objection notice from the issuer’s pri - mary regulator where the issuer is a financial institution or whenever the ECMA deems it necessary; • a copy of the annual report for the preceding three years, signed by the chair of the board of directors, disclosing the audited financial statements and the amount of capital of the company, clearly showing the issued and paid-up capital; • a valuation report issued by the transac - tion advisor on the securities to be issued or offered; • a summary and copies, where required, of the issuer’s material contracts; • a schedule of pending claims and litigation, if any, affecting the issuer; • an external independent legal opinion; • a summary and copies of agreements with underwriters, transaction advisors and other agreements entered into with professional parties in respect to the securities being registered; • the written consent of experts; • a schedule of estimated expenses and fees payable to all external professional parties related to the registration and the offer; • evidence of an escrow account opened for subscription monies in a financial institution licensed by the NBE; and
• where the prospectus indicates that the secu - rities are to be listed on a licensed securities exchange, a letter of provisional approval of the listing from the licensed securities exchange – in the absence of a provisional approval, the issuer shall include in the prospectus a clear indication of the current status, steps required to obtain a listing and how it will meet the listing requirements of the securities exchange. 7.3 Producing Financial Statements There is no law that specifically requires bid - ders to disclose financial statements prepared in accordance with the acceptable standards, although the bidder would be required to dis - close the relevant information for approval from the ECMA, including a financial statement. How - ever, since public M&A have not yet occurred in Ethiopia, all the information that will be request -
ed by the ECMA is not known. 7.4 Transaction Documents
The disclosure of transaction documents is not specifically regulated in Ethiopia. However, it is necessary to disclose transaction documents that constitute relevant information.
8. Duties of Directors 8.1 Principal Directors’ Duties
Under Ethiopian law, only share companies are required by law to have a board of direc - tors. Another type of company, the private lim - ited company, is not required to have a board of directors but can have shareholders. Under Ethiopian law, directors: • are responsible for exercising the duties imposed on them by law, memorandum of
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