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Ivory Coast - Overview

Ivory Coast enjoys a good export status, and is currently the leading producer and exporter of cocoa beans. As such, the economy is impacted by world market prices. The government has made efforts to diversify the economy, and in recent years the economy increasingly relied more heavily on oil and gas production.

Political unrest continues to dog the economy, which has stilted foreign investment somewhat, although GDP grew by 3% in 2009.

The legal system echoes its French colonial roots, and is primarily based on the French civil law system.

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Ivory Coast - Experience

Telecom Towers Acquisition – 6 Jurisdictions

We acted for a Gulf-based telcoms provider in its investment into a tower-sharing business in six jurisdictions across the OHADA region, including the Ivory Coast. We reviewed the whole regulatory environment for investment generally in each of the six countries, and specifically in the telecommunications sector. We have reviewed the process for licencing as well as the administrative framework within each country in detail. We produced a detailed due diligence on the target and its in-country operations, followed by incorporation of local subsidiaries and transfer of assets to NewCo, jurisdiction by jurisdiction.

Close Out/Netting & Sovereign Immunity – Major Merchant Bank – Senegal & Ivory Coast

Acting for this major “Bulge Bracket” bank we advised on ISDA based transactions in Ivory Coast and Senegal. We reviewed in detail the procedure for closing out financial positions and setting off debts both in the event of commercial default and insolvent default. We also reviewed our answers to deal

with the situation where the counterparty was a sovereign entity, or an agent or department of a sovereign government.

Mining Due Diligence – Canadian Finance House

We were instructed by a Canadian finance house to undertake a detailed due diligence of target assets in the Ivory Coast. Advising both on the regulatory regime in general and the disclosure documents in particular, we gave detailed advice on a 24-hour basis during the intense pre-closing financing phase. We then conducted the due diligence on the targets in country for which we seconded one of our team members from Madagascar the client in order to bring experience and direction to the process. We then uploaded all the due diligence to our secure client site to enable the client to have uninterrupted access to their data which we could update in real time.

Employment Law – South African Industrial Company

We advised a South African Industrial company on its employment law obligations for both local and international staff. Advice included tax rates, employer contributions and repatriation of salary overseas.

Employee Benefits – Share Schemes Plan

Acting for this international sector consultant, we advised on the in-country rules for setting up and running an international share scheme from the client’s home country of incorporation. We also advised on the practicalities of registering each individual interest with local regulators.

Environmental Legislation – Magic Circle law firm

We have reviewed and analysed all the environmental legislation in Ivory Coast, especially that relevant to large scale projects and infrastructure development. In particular we studied sponsor liability, transfer and assignment of liability, indemnities and end of project-life cleanup obligations.

Regulatory Review – US Equipment Manufacturer

Acting for a US-based equipment manufacturer and service provider, we have reviewed the regulatory regime in 5 countries in the region to see what licences are required and how they are obtained for the installation and operation of the client’s equipment. We are providing further advice on a country-by-country basis as the client progresses.

Banking Regulation – Major International Bank

We advised a leading international bank on regulatory aspects of retail banking across the Francophone region, including banking licences, lending and deposit taking. We are also reviewing the legality of aspects of their internet banking products in various jurisdictions.

Bribery and Corruption – US Software Company

Acting for a major US software company, we advised on the basic rules regarding what constitutes bribery and corruption, where the line is drawn between “entertaining” and “corruption” and the extent and severity of the sanctions applicable.

Software Rollout – US-based ISP

Acting for a leading internet service provider, we advised on the rules for operating in country, the regulatory regime for internet based sales and the sanctions and enforcement for breach.

M&A Mergers + Security Legislation – Magic Circle law firm

We have reviewed and analysed all the legislation in Ivory Coast concerning host-country control over international mergers and acquisitions, as well as studying the ease (or otherwise) of taking security. In particular we studied merger approvals, transfer of undertakings, registration procedures and ease of realisation of security.

Employee Benefits – Share Schemes Plan

Acting for a client active within several countries in the OHADA region, we completed the client’s initial country questionnaire/checklist and subsequently helped the client navigate the in-country rules for setting up and running an international share scheme across several jurisdictions from the client’s home country of incorporation, including dealing with foreign exchange issues.

Africa Power Guide – Trinity LLP

We authored the chapter on Ivory Coast for the Africa Power Guide (http://www.africapowerguide.com/countries-16). This provides a comprehensive guide to constructing and financing an independent power project (IPP) in Ivory Coast. It also provides useful related information about land law, employment law and the taking, giving, and realising of security.