Corporate Governance legal & regulatory updates

Congo National Assembly: Deputies Receive State Information System Presentation

The Congolese Commission on Economy, Finance and Budget Execution Control (Ecofin) recently held a working session with the coordination of four projects related to state information systems, in order to familiarize themselves with the functioning of various implemented applications. This development is significant for practitioners as it highlights the ongoing efforts by the Congolese government to modernize its information technology infrastructure and improve public services. The implementation of these systems will likely have a direct impact on the daily operations of government agencies, requiring attorneys and businesses to stay informed about any changes in regulations or procedures. The relevant statutes and regulations involved in this development are not explicitly mentioned in the excerpt, but it is likely that they relate to the Congolese government's efforts to modernize its public services and improve transparency. The Commission on Economy, Finance and Budget Execution Control (Ecofin) plays a crucial role in overseeing the implementation of these projects. Practitioners should monitor any future developments related to the implementation of these information systems, as they will likely have significant implications for businesses and individuals operating in the Congolese market.

Integrity Watch Liberia Probes Mining Development Agreements

Namibia Watchdog, Procurement Board Sign Anti-Collusion Pact

On Thursday, the Namibian Competition Commission (NaCC) and the Central Procurement Board of Namibia (CPBN) formally signed an agreement aimed at enhancing competition within public tenders and bidding processes. This anti-collusion pact holds significant legal and economic importance for Namibia. It signals a strengthened commitment by key regulatory bodies to combat bid-rigging and other anti-competitive practices that inflate costs, reduce quality, and stifle innovation in public procurement. For practitioners, businesses, and the public, this means a concerted effort to ensure that public funds are spent efficiently and transparently, fostering a level playing field for all legitimate bidders. The agreement is expected to lead to more rigorous oversight of tender processes, increased detection of collusive behaviour, and potentially more severe penalties for companies found to be engaging in such practices. This proactive measure aims to deter cartels and promote a culture of fair competition, ultimately benefiting the Namibian economy by ensuring better value for money in government contracts. The legal framework underpinning this agreement includes the Competition Act 2 of 2003, which empowers the NaCC to investigate, prohibit, and penalise anti-competitive conduct, including various forms of collusion and bid-rigging. Complementing this is the Public Procurement Act 15 of 2015, which governs all public procurement activities in Namibia, establishing the CPBN and mandating principles of transparency, fairness, and competition in the awarding of government contracts. The agreement likely formalises mechanisms for information sharing, joint investigations, capacity building, and coordinated enforcement actions between the two institutions, leveraging their respective mandates to achieve a common goal of competitive procurement. CPBN chief executive Idi Itope highlighted that the agreement will ensure transparent and competitive bidding processes, aligning with the objectives of both foundational statutes. Key parties involved in this significant development are the Namibian Competition Commission (NaCC), the country's primary competition watchdog, and the Central Procurement Board of Namibia (CPBN), the central authority for public procurement. Idi Itope, the CPBN chief executive, was a prominent figure at the signing ceremony. For attorneys advising companies that participate in public tenders, this pact necessitates a thorough review and reinforcement of internal compliance programs related to competition law. Businesses must ensure their bidding practices are beyond reproach, with robust internal controls to prevent any form of collusion or anti-competitive coordination with competitors. Practitioners should advise clients to anticipate increased scrutiny from both the NaCC and CPBN, and to be prepared for more stringent enforcement actions. This agreement underscores the imperative for absolute adherence to competition principles in all public procurement engagements.

Anambra Government: Peter Obi Ecological Fund Claim Disputed

The Anambra State Government disputes former Governor Peter Obi's claim of leaving over ₦2.13 billion in an ecological fund account in 2014. Commissioner Law Mefor stated that the identified First Bank account (2018779464) was an Internally Generated Revenue account and never held the claimed amount

Mozambique Cabinet Approves Social Protection, Energy Concessions, New Appointees

The Council of Ministers in Mozambique recently approved a series of measures during its 27th Ordinary Session, focusing on strengthening social protection for members of the Armed Forces, improving postal service security, and creating conditions for the resumption of important energy projects in the country. These decisions by the executive body carry significant implications across multiple sectors, indicating a strategic governmental push on national security, public services, and economic development. For legal professionals, the measures related to energy projects are particularly noteworthy, suggesting potential legislative or regulatory adjustments designed to facilitate investment and operational continuity in Mozambique's crucial oil and gas sector. This could involve amendments to existing concession agreements, new fiscal incentives, or streamlined regulatory approvals. The social protection initiatives for the Armed Forces may lead to changes in military law or social security frameworks, while postal security improvements could introduce new regulations for logistics and communications. The comprehensive nature of these approvals highlights a proactive approach by the government to address key national priorities. The legal context for these approvals stems from the constitutional powers of the Council of Ministers to issue decrees and resolutions that implement laws and guide public policy. Energy projects, such as those involving ENH and Coral Norte, and the Temane project, operate under specific petroleum laws (e.g., Law No. 21/2014 on Petroleum Operations), concession agreements, and environmental regulations. Any "rescue package" for Temane would likely involve complex financial and contractual restructuring, potentially requiring specific ministerial decrees or even legislative backing. Social protection for the FADM is governed by military statutes and general social security legislation. The key parties involved include the Council of Ministers, the Armed Forces (FADM), and energy entities such as ENH and Coral Norte, as well as the Temane project. Practitioners advising clients in the energy, defense, or logistics sectors should closely monitor the formal publication and specific details of these approved measures. This could signal new opportunities for investment, changes in regulatory compliance requirements, or adjustments to existing contractual frameworks. Businesses operating in these areas should prepare for potential shifts in the legal and operational landscape, particularly regarding investment conditions, security protocols, and social responsibility. The specific outcomes and detailed implementation plans for these measures are not yet reported, necessitating careful attention to official government gazettes and announcements.

Mozambique's President Chapo Highlights Public Function Law Manual for State Reforms

President Daniel Francisco Chapo of Mozambique recently highlighted the significance of the "Manual do Direito da Função Pública" (Public Service Law Manual) in Maputo, emphasizing its potential to professionalize the public sector and advance ongoing state reforms. This endorsement by the head of state signals a high-level commitment to strengthening governance and the rule of law within Mozambique's public administration. For legal practitioners, this indicates a renewed focus on administrative efficiency, transparency, and accountability, which could lead to stricter enforcement of existing public service regulations and potentially new legislative or policy initiatives. Businesses interacting with government entities may anticipate a more professionalized bureaucracy, demanding greater adherence to legal and ethical standards in public procurement, licensing, and other administrative processes. The President's remarks underscore the strategic importance of a well-regulated and professional public service for national development and stability. The legal context for this initiative is rooted in Mozambique's administrative law framework, primarily the General Statute of State Functionaries (Estatuto Geral dos Funcionários do Estado - EGFE), which governs the rights, duties, and disciplinary regime of public servants. Other relevant legislation includes laws on public procurement, administrative procedures, and anti-corruption. The book, authored by Minister of State Administration and Public Service, Inocêncio Impissa, likely serves as a practical guide to these complex legal provisions, aiming to standardize practices and enhance legal literacy among public officials. The key parties involved are President Daniel Francisco Chapo, Minister Inocêncio Impissa, and by extension, the entire Mozambican public sector. Attorneys advising on administrative law, public employment, or government contracts should closely monitor the practical implementation of this reform agenda. This may involve increased scrutiny of administrative decisions, a push for greater transparency in public tenders, and a more rigorous application of disciplinary measures within the public service. Businesses should review their compliance frameworks for engaging with state entities, ensuring alignment with evolving standards of professionalism and legal adherence. The long-term impact could be a more predictable and legally sound administrative environment, but also one with potentially higher compliance burdens.

South Africa: Maintaining Company Control With Shareholder Agreements

GoLegal has published an article outlining key legal mechanisms for business owners to maintain control of their company when new shareholders are introduced. This topic is of immense legal significance for entrepreneurs, startups, and growing businesses across South Africa. Maintaining control is crucial for founders to steer the company's strategic direction, protect their vision, and ensure long-term alignment with their objectives, even as they seek external funding. The legal mechanisms discussed in such an article are vital for structuring shareholder agreements, articles of incorporation, and other corporate documents to prevent hostile takeovers, ensure voting power, or secure veto rights on critical decisions. Without proper legal planning, founders risk losing influence over their own ventures, which can lead to disputes, strategic misalignment, and even the failure of the business. It underscores the importance of robust corporate governance frameworks from the outset. The legal context for maintaining company control in South Africa is primarily governed by the Companies Act 71 of 2008, which sets out the framework for company formation, governance, shareholder rights, and corporate actions. Key mechanisms would likely include provisions within the company's Memorandum of Incorporation (MOI), which can be tailored to include specific shareholder rights, voting thresholds, and restrictions on share transfers. Shareholder agreements, which are contractual agreements between shareholders, are also critical for defining control mechanisms, such as pre-emptive rights, drag-along and tag-along rights, veto rights, and specific voting arrangements (e.g., weighted voting or supermajority requirements). Other relevant legal concepts include different classes of shares (e.g., ordinary vs. preference shares with varying voting rights), board composition, and employment contracts for founder-executives. The key parties involved are business founders and owners, new shareholders or investors (including venture capitalists, private equity firms, or angel investors), and the company itself. Legal practitioners, particularly corporate and commercial lawyers, play a crucial role in advising these parties and drafting the necessary legal documentation. The Companies and Intellectual Property Commission (CIPC) is the regulatory body responsible for company registration and compliance with the Companies Act. Attorneys advising founders and growing businesses should proactively educate their clients on the various legal mechanisms available to protect control when bringing on new investors. This includes meticulously drafting or reviewing the company's Memorandum of Incorporation and comprehensive shareholder agreements to incorporate provisions such as weighted voting rights, supermajority clauses for key decisions, pre-emptive rights, and restrictions on share transfers. Practitioners should also advise on the strategic use of different share classes and board representation. It is crucial to conduct thorough due diligence on potential investors and structure deals that balance funding needs with the founder's desire to maintain strategic control, ensuring that these legal protections are robust and enforceable under the Companies Act 71 of 2008. Early legal intervention in structuring these agreements can prevent costly disputes and loss of control down the line.

Cameroon: Sundance Piccini Sonara Arbitration Losses Total 446 Billion FCFA

Cameroon incurred 446 billion FCFA in international judgments from three separate cases within a three-month period. The Sundance Resources case resulted in a 353 billion FCFA award against Cameroon for litigious management of an iron project.

Malawi: Ansah Cabinet Exclusion Unconstitutional, Experts Confirm

Dr. Jane Ansah, the Vice-President of Malawi, claims she has been excluded from the Cabinet. Eminent jurists and constitutional interpretation experts in Malawi confirm this exclusion is a significant legal problem.