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International Corporate / M&A - Senegal

posted 12 months ago


Alioune Mboup



+221 3*****
Alioune Mboup
Mame Adama Gueye & Partners

When it comes to corporate law and mergers and acquisitions, our firm’s activities generally consist of:

• Assisting, representing and advising our clients in the incorporation and dissolution of companies.
• Assisting and advising our clients in various operations related to the company’s capital and legal status (mergers, acquisitions, spin-offs, partial contribution of assets, transformations, capital increases and decreases, suspension of activities, transfers and exchanges of shares, issuance of bonds etc.).
• Providing legal secretarial services to clients in connection with general meetings and boards of directors.
• Representing clients in court in the event of disputes between partners and directors.
• Performing due diligence on behalf of international financial institutions on local companies in the context of financing transactions.

Our bilingual and highly responsive team is distinguished by its perfect mastery of legislation and case-law.

Company law is governed by the provisions of the Uniform Act of the Organization for the Harmonization of Business Law in Africa (OHADA) dated January 30, 2014 relating to the law of commercial companies and economic interest groups. It contains 920 articles.

The Uniform Act is applicable in 17 African countries including several neighbouring jurisdictions.

Under Article 1, the Uniform Act applies to any commercial company, including one in which a State or a legal person governed by public law is a partner, whose registered office is located on the territory of one of the OHADA Member States. The Uniform Act also applies to commercial companies with a special status but constituted in a commercial form (banks and insurance companies).

The first part of the Uniform Act sets out general provisions common to all forms of commercial companies: rules of incorporation and operation, liability of directors, legal links between companies, transformation, merger, scission, partial contributions of assets, dissolution, liquidation, nullity of the company and of corporate acts, various formalities and rules of publication.

The second part regulates the various forms of commercial companies.

Finally, the third part lays down incriminations relating to the incorporation, life, dissolution and liquidation of commercial companies.

Our current activity consists mainly in:

• Performing due diligence on behalf of international financial institutions on local companies in the context of financing transactions and on behalf of potential acquirers in the context of acquisition transactions.
• Assisting and advising clients in the incorporation of companies. Many questions are frequently asked, in particular on the possibility for a foreign shareholder to hold all the share capital, on the legal and tax advantages and disadvantages of the different types of companies.

We recently assisted a foreign group in the acquisition of shares of a company specialised in financial rating. Several aspects related to family law, to the authorisation of the transfer by the regulator of the financial market of the UEMOA zone, and to the aspects related to the tax registration of the transfer contract with conditions precedent have impacted the deadlines of the transaction.

The energy and public-private partnership sectors have seen a lot of activity due to significant business opportunities and recent attractive legal and regulatory reforms.

We recommend that our clients seek legal assistance in all their day-to-day and exceptional operations in order to prevent legal risks that may negatively impact the company’s business and assets.

As far as corporate law is concerned, there is no legislation or updates on the horizon.

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International Corporate / M&A - Senegal

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