Mergers and acquisitions in Cameroon are governed by a combination of OHADA Uniform Acts, national commercial regulations, sector-specific laws, and competition rules. Our firm provides full legal support across every stage of the transaction, including due diligence, regulatory compliance, contract drafting, negotiation, and post-acquisition integration. We advise local and international clients on share deals, asset deals, joint ventures, private equity transactions, corporate restructuring, and cross-border mergers within the OHADA region.

Understanding the Legal Framework in Cameroon

M&A transactions in Cameroon operate under a combination of regional and national regulations. The key legal instruments include:

a) OHADA Uniform Act on Commercial Companies (AUSCGIE)

This Act governs:

• Corporate structures

• Procedures for mergers, demergers, and contributions

• Shareholder rights and approvals

• Governance rules during and after the transaction

b) OHADA Uniform Act on Securities and Collateral

This provides rules for taking guarantees during acquisitions financed through loans or credit.

c) Competition Law in Cameroon

Significant mergers that may affect market dominance or restrict competition require clearance from competition authorities.

d) Sector-Specific Regulations

Certain industries (banking, insurance, telecommunications, energy, mining) require special authorization before a merger or acquisition can proceed.

e) Foreign Investment Laws

Foreign investors may need approvals, especially when acquiring majority stakes or operating in strategic sectors.

How We Guide You Through the M&A Process

Our role is to protect your interests, reduce risks, and ensure a smooth and compliant transaction. We offer support at every stage:

Stage 1: Deal Structuring & Preliminary Advisory

We help you:

• Identify the most efficient structure (share deal, asset deal, merger, JV)

• Understand legal risks and obligations

• Evaluate tax implications

• Prepare confidentiality agreements (NDAs)

• Establish negotiation strategy

Stage 2: Legal Due Diligence

We conduct thorough due diligence to give you a clear picture of the target company’s condition. This includes reviewing:

• Corporate documents and governance

• Contracts and commercial obligations

• Licenses and regulatory compliance

• Employment and labor issues

• Litigation exposure

• Tax and financial liabilities

• Intellectual property rights

• Environmental and real estate risks

The findings help you negotiate a fair price, allocate risks, and decide whether to proceed.

Stage 3: Drafting & Negotiation of Agreements

We draft and negotiate all necessary documents, including:

• Term sheets and MoUs

• Share Purchase Agreements (SPA)

• Asset Purchase Agreements (APA)

• Merger or Demerger Agreements

• Shareholder agreements

• Joint venture contracts

• Financing and security documentation

Our objective is to safeguard your rights and ensure clarity in obligations, warranties, and indemnities.

Stage 4: Regulatory Filings & Approvals

We manage all legal formalities, including:

• Notification to competition authorities

• Government and ministerial authorizations

• Filings with the Trade and Personal Property Credit Register (RCCM)

• Sector regulator approvals (COBAC, CIMA, ART, Ministry of Mines, etc.)

Stage 5: Closing & Post-Closing Support

We assist with:

• Execution of agreements

• Transfer of shares or assets

• Settlement arrangements and escrow management

• Updating corporate records

• Employee and stakeholder notifications

• Post-acquisition integration and compliance

 What Clients Gain From Working With Us

a) Clear, Strategic Legal Advice

We help you make informed decisions backed by thorough analysis and industry knowledge.

b) Risk Prevention

Our due diligence and drafting ensure that potential liabilities are identified, minimized, or transferred.

c) Smooth Transaction Management

From negotiations to closing, we coordinate all legal steps to avoid delays.

d) Local Expertise with International Standards

We combine deep knowledge of the Cameroonian and OHADA environment with modern transactional practice.

e) Confidentiality and Professionalism

Your business information and strategic intentions are handled with absolute discretion.