GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
sent in at least two ECOWAS member states and meet certain financial thresholds must be notified to the ERCA. The transaction cannot be implemented until authorisation is obtained, ensuring that it does not significantly reduce competition within the common market. Compliance Requirements Businesses planning M&A in Guinea should do the following. • Assess national regulations: businesses should ensure compliance with the Invest - ment Code, especially regarding sector-spe - cific ownership limitations. • Notify regional authorities: if the transac - tion meets ECOWAS thresholds, businesses should notify the ERCA and obtain the neces - sary approvals before proceeding. By adhering to these regulations, companies can ensure that their business combinations align with both national and regional antitrust laws, promoting fair competition and market integrity. 2.5 Labour Law Regulations Under Guinean Labour Law (2014), the auto - matic transfer of employment contracts applies when a company undergoes a merger, acquisi - tion or asset sale. This means employees cannot be terminated solely due to the transaction, and their rights and obligations transfer to the acquir - ing entity without modification. Collective Redundancies in Asset Sales When an M&A transaction leads to collective redundancies, the employer must comply with strict procedural obligations, including the fol - lowing. • Consultation with employee representa - tives – before implementing mass layoffs, the
employer must consult with trade unions or employee representatives to discuss potential job losses and explore alternatives. • Notification to labour authorities – employers must notify the Ministry of Labour in advance, providing a detailed explanation of the redun - dancies, including economic justifications and mitigation plans. • Severance pay and compensation – affected employees are entitled to severance pay - ments based on their years of service, as stipulated in the Labour Code. • Social plan implementation – large-scale redundancies may require a social plan, outlining measures such as job retraining, redeployment or financial support for affected workers. Regulatory Compliance and Sanctions Failure to comply with redundancy procedures can result in fines, penalties and potential rein - statement orders for employees. Acquiring enti - ties must conduct thorough labour due diligence to assess workforce liabilities and ensure com - pliance with employment laws and collective agreements before finalising the transaction. Given these requirements, M&A parties should engage with legal counsel early to navigate workforce transitions smoothly and mitigate potential legal risks. 2.6 National Security Review Guinea does not have a formalised national security review process specifically for M&A. However, certain sectoral restrictions function as de facto security measures to regulate for - eign investments in industries deemed critical to national interests. • Mining: the government holds a minimum 15% free carried interest in all mining pro -
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