GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
11. Activism 11.1 Shareholder Activism
• Pre-approval stage (before shareholder vote) – shareholders or regulatory authorities may challenge the disclosure process if key trans - action documents, such as financial state - ments, merger plans or auditor reports, are not properly disclosed. Under Article 198 of the AUSCGIE, failure to comply with disclo - sure requirements can result in the nullifica - tion of the merger. • Post-approval stage (within six months of registration) – once the merger is finalised, Article 251(3) of the AUSCGIe, allows share - holders to challenge the validity of the trans - action within six months of its registration. These claims typically involve conflicts of interest, unfair treatment of minority share- holders or procedural violations. • Post-transaction stage (creditor challenges) – creditors may file legal actions if the merger adversely affects their claims. Article 680 of the AUSCGIe, grants them the right to seek guarantees or demand reimbursement before the merger takes effect. While M&A litigation in OHADA jurisdictions is relatively rare, challenges are most commonly filed before the shareholder vote or within six months post-approval, focusing on disclosure failures, minority shareholder rights and creditor protections. 10.3 “Broken-Deal” Disputes The authors are not aware of any major disputes related to M&A transactions in Guinea since 2020. While general principles governing disclo - sure obligations, shareholder rights and creditor protections remain relevant, there have been no widely reported cases or significant judicial deci - sions impacting M&A litigation trends in recent years.
The authors are not aware of significant share - holder activism interventions in Guinea. The country’s corporate landscape has not wit - nessed notable instances of shareholders pres - suring management on governance issues or directly impacting M&A transactions. 11.2 Aims of Activists Shareholder activism in Guinea is relatively uncommon, mainly due to the corporate struc - ture and governance framework under OHADA law. However, in recent years, there has been increasing engagement from institutional inves - tors and minority shareholders in key sectors such as mining, telecommunications and bank - ing. Activist shareholders may influence corporate decisions, including M&A transactions, spin- offs and divestitures, by exercising their rights through General Meetings of Shareholders, as prescribed by the AUSCGIE. Under Articles 520 and 521 of AUSCGIE, shareholders holding a certain percentage of capital can request specif - ic resolutions to be included in the agenda. Addi - tionally, shareholder derivative lawsuits under Articles 166 and 167 provide a legal mechanism to challenge management decisions and ensure corporate accountability. While organised shareholder activism remains in its early stages, its presence is gradually increas - ing, especially in sectors where corporate gov - ernance, transparency and ESG concerns are gaining importance. 11.3 Interference With Completion Shareholder activism in Guinea is relatively rare due to OHADA’s legal framework, though
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