GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
government or regulatory body approval may be required. 6.6 Requirement to Obtain Financing There is no explicit restriction preventing a busi - ness combination from being conditional on the bidder obtaining financing. 6.7 Types of Deal Security Measures In Guinea, deal security measures such as break- up fees, match rights, force-the-vote provisions and non-solicitation clauses are generally per - missible, provided they comply with OHADA corporate governance principles and contract law. Break-up fees are enforceable when structured as penalty clauses, ensuring compensation for deal termination costs. Match rights allow an ini - tial bidder the opportunity to counter competing offers. Force-the-vote provisions can be used to ensure shareholders vote on an agreed deal, although shareholder protection rules under OHADA law may limit their enforceability. Non- solicitation provisions are typically included in transaction agreements to prevent the target from seeking competing offers during negotia - tions. Regarding interim periods, there have been no major regulatory changes impacting their length in Guinea. 6.8 Additional Governance Rights Under OHADA law, a bidder who does not acquire 100% ownership of a target company can still negotiate additional governance rights beyond its shareholding. These rights are typi - cally secured through shareholders’ agree - ments, board representation and contractual protections.
Common governance rights include board seats, where the bidder can appoint directors to influ - ence key decisions. Veto rights over strategic matters, such as mergers, asset sales or capital increases, are often granted to protect the bid - der’s interests. Reserved matters clauses may require the bidder’s consent for significant busi - ness changes. Additionally, information rights ensure the bidder has access to financial and operational reports beyond standard sharehold - er disclosures. 6.9 Voting by Proxy Shareholders in Guinea can vote by proxy in general meetings. 6.10 Squeeze-Out Mechanisms In OHADA corporate law, majority sharehold - ers can remove minority shareholders who did not tender their shares after a takeover through squeeze-outs, simplified mergers, capital reduc - tions or forced share acquisitions. A squeeze-out allows a majority shareholder to compel minority shareholders to sell their shares for compensation. Under OHADA law, this is only possible in specific cases, such as dis - putes over a company’s validity, where a court may approve the buyout. Article 249(1) of the AUSCGIe, permits a company or shareholder to request court-ordered measures, including share buyouts, to resolve conflicts. Unlike in France, where squeeze-outs are more common, OHADA law limits their use. A merger by absorption is another way to remove minority shareholders. Here, the target company merges into another, and minority sharehold - ers receive new shares or cash compensation. Under OHADA law, simplified mergers occur when the acquiring company owns 100% of the target’s shares. If it holds at least 90% of voting
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