Africa Practice

Our vision: one continent, one united team

Africa is a key player in the global economy, driven by structuring sectors such as energy and infrastructure, mining, agri-business and manufacturing industries. The legal and tax systems of the continent’s various states are undergoing significant changes. Business law and taxation have become essential elements of decision-making and corporate strategy for companies operating in Africa or seeking to establish themselves there.

Our dedicated, multidisciplinary team supports French and international clients in their development across African markets, both in North Africa and Sub-Saharan Africa.

We regularly advise clients operating in countries governed by OHADA law.

We work in close collaboration with our offices and local correspondents across the continent, giving us an in-depth understanding of local realities. Our ability to advise on local regulatory issues, combined with our deep knowledge of institutional stakeholders, sets us apart. Our long-standing presence and the strength of our ties with Africa explain the trusted relationships we maintain with many local authorities and administrations. This experience enables us to anticipate country-specific challenges and design pragmatic, tailor-made solutions adapted to on-the-ground realities.

We advise on all legal and tax aspects relating to investments and the conduct of business activities in Africa. We assist our clients with transactional and investment matters, as well as tax and customs issues.

We have developed specific expertise in African corporate taxation, private wealth taxation, local and international taxation, as well as transfer pricing.

We also have a strong presence in the energy, infrastructure and natural resources sectors, advising on project development and financing, as well as joint-ventures and mergers and acquisitions.

Furthermore, our international dispute resolution and arbitration team is involved in pre-litigation negotiations and disputes involving stakeholders operating on the African continent.

Depending on their clients’ needs, the members of our Africa-dedicated team are able to draw on the firm’s many complementary areas of expertise — including employment law, competition law, intellectual property, audit and compliance — to provide an integrated and consistent response that meets  CMS’s high standards.

CMS currently has more than one hundred lawyers dedicated to Africa, many of whom are ranked by Chambers, Legal 500 or IFLR1000. We were also ranked 12th among law firms in Africa in 2024. Our platform is based on both a strong European presence and an extensive footprint in Africa, structured around seven major economic hubs: Casablanca, Johannesburg, Luanda, Maputo, Mombasa and Nairobi, as well as an exclusive association in Mauritius. We also benefit from a long-standing and reliable network of local correspondents in most other African countries where we do not have offices.

Our Areas of Practice

Investments

We assist our clients with market entry and the structuring of their investments, including:

• establishment, cooperation and distribution projects
• integration of local tax considerations in the choice and location of investment vehicles
• conclusion and implementation of industrial projects (engineering, technology transfer, turnkey contracts, etc.)

Acquisitions, disposals and joint-ventures

We advise clients on acquisition, disposal and joint-venture transactions, including:

• conducting contractual and regulatory due diligence, with multi-jurisdictional deployment capabilities
• drafting transactional documentation (consortium and joint-venture agreements, joint development agreements, articles of association and shareholders’ agreements, etc.) and negotiation support
• integration of national and international tax issues, in particular in the choice and location of investment vehicles
• consideration of merger control requirements within economic and customs unions such as UEMOA and CEMAC

Establishments

• analysis of the legal and tax framework, as well as the economic and administrative environment
• preparation of the required documentation (articles of association, shareholders’ agreements, ancillary contracts) and assistance during negotiations
• support throughout all stages of company incorporation or implementation of the relevant constitutive agreements

Optimisation and securing of intra-group operations

We support groups operating in multiple African jurisdictions, including:

• optimisation of shareholding and financing structures, involvement of investment funds, short-term debt refinancing with foreign exchange guarantees, LBOs and OBOs
• identification and optimal use of available incentive or tax exemption regimes
• drafting and/or compliance of contractual and corporate documentation (in particular OHADA documentation)
• analysis and optimisation of intra-group financial flows
• analysis and optimisation of international mobility and expatriation policies
• ongoing assistance to international or domestic groups established in several African countries in matters of corporate law, commercial law, taxation and employment law applicable in Francophone Africa

Infrastructure project development

We advise on the structuring and development of energy and infrastructure projects, including:

• structuring of project vehicles and sponsor consortia, and negotiation of governance arrangements
• public contracts: concessions, public-private partnerships, affermage contracts, land tenure agreements, administrative authorisations, etc.
• project and industrial contracts: design, construction, operation and maintenance agreements, supply and subcontracting contracts, interface agreements, including on the basis of FIDIC models
• power purchase agreements (PPAs), grid connection agreements, gas supply agreements, etc.
• contractual coordination: interface agreements, third-party infrastructure access agreements

Financing

We offer a full range of advisory services in debt financing, equity investment and capital markets, with particular experience in non-recourse financing, structured finance, term loans, private placements, export credit agency financings and credit enhancement mechanisms.

We assist clients at every stage of project financing: structuring, negotiation of financing and security documentation for or with lenders, financial close and satisfaction of conditions precedent, as well as hedging and interest rate crystallisation transactions.

We advise on all financing documentation, including credit agreements, common terms agreements, intercreditor agreements, direct agreements, public guarantees and personal or in rem security interests, in the context of both bank and bond financings.

Across Africa, CMS frequently works alongside local and multilateral development finance institutions (IFC, Proparco, DEG, FMO, EBRD). Our understanding of development finance issues, institutional policies and their impact on legal documentation enables us to deliver top-tier expertise on these matters.

Lastly, the firm has a leading securitisation, structured finance and capital markets team, serving banking and corporate clients, particularly in Morocco.

Mining and hydrocarbons

We assist clients across the entire value chain of extractive industries, including:

• mining, oil and gas titles, permits and establishment agreements
• contractual documentation: JOAs, PSCs, GSAs, crude oil agreements
• midstream and downstream activities: pipeline access agreements, transportation, storage and terminal agreements
• renegotiations and monitoring of regulatory developments

Litigation and arbitration

We have broad and cross-sector experience in resolving civil, commercial and criminal disputes, acting for claimants and defendants across a wide range of industries, including:

• representation before state courts
• assistance in international criminal investigations (mutual legal assistance, INTERPOL)
• international arbitration (ICC, ICSID, CCJA (OHADA), LCIA, PCA, etc.), in both commercial and investment arbitration
• assistance with court-appointed or party-appointed expert proceedings, before or during litigation
• recognition and enforcement of foreign judgments and arbitral awards
• enforcement proceedings: attachment of receivables, movable or immovable asset seizures, challenges to enforcement measures

A multidisciplinary team

Tax

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Infrastructure & Projects

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Banking & Finance

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Dispute Resolution

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Corporate/M&A

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Public Law

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Employment, Labour & Pensions

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