Private Client & Estate Planning

provides a wide range of private client services to its individual clients, combining the best of traditional service standards with modern technology.

Private client legal services include:-

• Wills and Probate - The preparation of Wills for both Kenyan and, in consultation with clients foreign lawyers, foreign estates; Estate Planning; obtaining Probate of estates, including the administration and vesting of assets; handling contested litigious estate matters.
  
• Private Trusts - Advising on and preparing Private Trusts (e.g. for maintenance, children, property) and Public Trusts (e.g. for charities, conservation).
  
• Property Transactions - Individual sales and purchases of property; including Residential and Commercial leases.
  
• Business start-ups - Incorporation of companies and establishment of partnerships.
  
• Employment/Criminal proceedings matters – Advising on personal employment law issues and being involved in the defence of senior employees of our established clients in conjunction with external Criminal Law specialists.
  
• Executorship/Trustee Services - Partners of the Firm are frequently appointed as Attorneys/ Trustees and or Executors for purposes of dealing with trusts or estates, particularly for overseas clients.
  
• Immigration – The Firm also provides advices on Immigration Law matters, obtaining Kenyan Entry (Work) Permits of various classes and Special Passes and Dependant’s Passes applications and renewals of Passports, Entry Permits, Dependants Passes and Work Permits.

Our clients are also able to draw on the expertise from lawyers in the other specialised departments of the Firm to compliment the advices and services provided to them.

Corporate & Commercial

has a large, well-established and reputable Corporate and Commercial Group, which provides a full range of corporate legal services.

The corporate and commercial work undertaken includes:-

Incorporations and Company Secretarial Services
Advising upon the establishment of new business ventures and entities, including Banks, Insurance Companies, Micro-Finance Enterprises, National Government Organisations, Trusts, Export Processing Zones and Venture Capital and Joint Venture Companies and the provision of company secretarial services for its well-established clients.

Re-structuring
Advising on the restructuring of companies or groups and on the structuring of commercial transactions to ensure that they are conducted in a cost/tax efficient manner.

Regulatory Advice
Providing advices on regulatory and compliance matters in the fields of Banking, Building Societies, Sacco’s, Insurance Companies, Telecommunications, Mining, Power and Energy Sector, Environmental Law, Monopolies, Capital Markets and the Nairobi Stock Exchange.

Contracts
Undertaking, drafting and advising on commercial contracts of all descriptions e.g

• Leasing Contracts
• Supply Contracts
• Distribution and Franchise Agreements
• Shareholders and Partnership Agreements
• Computer software and Licensing Agreements
• Parastatal Contracts and Governmental Contracts
• Employment, Management and Consultancy Contracts

Due Diligence & Legal Opinions
Conducting due diligence, in the course of undertaking commercial transactions. The firm has a well-prepared and organised approach to the exercise, from preparing the initial enquiries and carrying out full investigations to fully reporting on its findings. In addition to preparing due diligence reports, the firm also provides legal opinions as required both in respect of transactions as a whole and/or in respect of Kenyan law and specific legal issues.

Capital Markets

has considerable expertise in Capital Markets transactions, its partners having undertaken a large number of substantial Capital Market transactions on the Nairobi Stock Exchange.

The scope of the Capital Markets work undertaken by the Firm includes: -

• Legal Due Diligence in public floatation’s and private acquisitions;
• Floatation of companies and Bond Issues by way of public offers for sale and subscription;
• Take – Overs of Companies listed on the Nairobi Stock Exchange;
• Government & Parastatal Privatisations, Railway Privatisations;
• Share rights issues;
• Advice on Compliance with Capital Markets legislation and the NSE Rules and Regulations;
• Structured & Corporate Finance.

Foreign Direct Investment

advises on all legal aspects of foreign direct investment including legal structures (setting up branch offices, new companies or acting through agents), deal structures, regulatory compliance and employment and immigration law issues.

The Firm acts for a large variety of international clients; commercial enterprises, development aid agencies, micro-finance corporations and charitable institutions.

We provide advice on Kenyan compliance issues for foreign companies both in terms of establishing businesses in Kenya, seeking greater interest in and otherwise making investments in Kenyan companies, by way of loans and/or equity participations.

The Commercial Group provides foreign lawyers and investors legal opinions and certifications on Kenyan law issues both in conjunction with larger projects as well as on specific legal matters and advises on the tax implications of doing business in Kenya.

Mergers and Acquisitions

’s Commercial Group handles a substantial and wide variety of acquisitions and disposals, of companies, businesses and assets. Over the years the Firm has advised upon and acted on a large variety of transactions. It has, therefore built on its expertise area, and is able to render prompt and efficient advice and progress a transaction in a timely and cost effective manner.

The Firm also advises on re-structuring and establishing institutions and undertakes all aspects of mergers, joint venture and take-overs in varied industries including: -

• Banking
• Insurance and Health Care
• Industrial and Manufacturing
• Telecommunications
• Pharmaceuticals
• Leisure Industry

In connection with the above, our lawyers advise on compliance with the Monopolies, Take-overs and Mergers legislation to ensure observance of all rules and regulations, as amended from time to time. Lawyers in the Firm are knowledgeable of and proficient in drafting the various documents and agreements required, including but not limited to Letters of Offer, Shareholder Agreements, Joint Venture Agreements, Articles of Association, Notices and other statutory documents.

 

Finance, Banking Law & Securities

's partners have assisted in the drafting of banking legislation and legislation to cater for the vesting of bank assets and accordingly have a special expertise in this field.

provides a full range of financial legal services for several Kenyan and multinational banks and financial institutions and acts on their behalf in connection with their implementation of banking and project finance loan agreements and securities in respect of: -

• Land
• Fixed Assets
• Moveable Assets
• Book Debts
• Hire-Purchase
• Conditional Sales
• Non-performing Assets

The securities range from simple charges and debentures to guarantees and complex debenture trust deeds and related ISDA SWAP documents.

We also prepare standard form documentation for banks and other financial institutions

has also advised upon and acted on a variety of Asset Leasing (e.g. Aircraft, Motor vehicles, Plant and Equipment) transactions.

The Firm has also been legal advisers to development agencies, micro-finance and sector development projects, advises on project and agreement structures and undertakes the preparation of complex loan and security documentation to enable project implementation.

Litigation & Arbitration

's Litigation Group provides competent and experienced Civil Litigation services for the Firm’s commercial clients, with the result that it has developed a specialty in commercial civil litigation in various forms. We appear in the High Court and Court of Appeal in Kenya and take up cases in the subordinate courts if it is cost efficient for our clients to do so.

Specifically, we have considerable experience in the following practice areas:-

• Commercial Litigation
• Corporate Law Issues including Shareholder Disputes, Mergers and Restructurings
• Banking, Debt Recovery and Securities enforcement Litigation
• Insurance
• Intellectual Property
• Receiverships, Liquidation and other Insolvency Litigation
• Administrative Actions
• Arbitration and Contractual Disputes
• Tribunals
• Constitutional and Judicial Review Litigation
• Tort and Insurance Litigation
• Mining & Commercial Property
• Employment
• Commissions of Inquiry
• International Asset recovery

With the growth of our corporate and commercial work, the litigation practice of the firm has become increasingly busy with a commensurate expansion of the department.

undertakes matters ranging from complex company law disputes and commercial issues to debt recovery and insolvency. We have acted for the major Kenyan banks in complex and heavily disputed receivership and insolvency matters, initiated proceedings against the Government and various regulatory authorities on behalf of clients whose substantial contracts or commercial activities have been affected by government or regulatory action, handled complex arbitration, and undertaken difficult enforcement of securities and debt recovery. Additionally, our lawyers have also acted in landmark constitutional cases for the Kenya Anti-Corruption Authority, advised and acted for major clients in employment disputes and acted for insurance companies in tort litigation.

As a rule, our litigation lawyers do not handle matrimonial or criminal matters other than to provide preliminary advice and representation, preferring instead to recommend other specialist litigators in these fields.

Competence, efficiency, determination and integrity are what we strive for in our approach to clients’ litigation matters. Litigation is always a difficult experience for clients, particularly in the context of Kenya’s judicial system. We always seek to give realistic advice and assessments as to litigation proceedings. We advise from the initial potential dispute situation, to negotiating and preventive stages, the start of the proceedings, trial and beyond. Given the delays and the state of the Kenyan courts, alternative dispute resolution is always considered and explored with our clients.

Property & Real Estate

has a large Property and Conveyancing Group with many years experience of all aspects of Land Law and Property transactions in Kenya. The Group undertakes all property related matters ranging from structured property transactions, leases and licences, mortgages and charges, sales and purchases of land, to more technical areas of Land Law including sub-divisions, amalgamations, exchanges of land and change of user.

One of the Group’s objectives is to safeguard its client’s interests from the potential liabilities and implications of existing legislation and any future legislation governing the Land Laws of Kenya. We seek to find innovative solutions to project problems and steer such projects to successful conclusion. The Firm acts for a wide range of commercial enterprises, financial institutions, consortiums, sponsors, and governments, export credit, agencies, lenders and promoters.

The work of the Property Group includes: -

• Sales and Purchases
  The Firm has considerable experience in the sale and purchase of residential and commercial properties and acting for various Banking Institutions in financing such sales. In residential property transactions the Firm handles a large volume and variety of sales and purchases of flats, maisonettes and houses including multi-storey residential complexes. Commercial Property transaction’s range from basic acquisitions and disposals of small commercial buildings to large multi-storey buildings.

• Leases
  The Firm is involved with both small and large scale residential and commercial leases, including advising on Landlord and Tenant issues. These range from remedies for breach of covenants, enforceability of leasehold covenants, disputes emerging from controlled or statutory tenancies and other related matters concerning conditions and restrictions contained in all types of short-term and long term leases.

• Building Development
  is one of the few firms in Kenya with the expertise in financing and structuring commercial and residential building developments. The Firm has a team of experienced lawyers with the requisite skills to handle all documentation and legal issues relating to the commercial and financial aspects of building development projects.

Employment Law and Immigration

acts for both Employers and Employees in advising on Kenyan law employment issues, drafting contracts for employees and senior managers of various local and foreign organisations; advising upon and drafting consultancy contracts and on all aspects of employment legislation in force in Kenya including redundancy and trade dispute provisions, Kenyan HIV/AIDS law and the minimum medical requirements in relation to employees, which is now a important issue.

The Firm also advises on and drafts employee share incentive plans, share option and share ownership schemes and the Kenyan filing requirements in respect of such schemes. It also advises on Kenyan insider trading laws.

Immigration

In addition, we advise on all aspects of Immigration Law relating to the employment of Non-Kenyans, making the appropriate applications for Entry Permits/Dependency Passes as appropriate.

Environmental Law

has developed an active and growing practice in the area of Environmental Law.

The Firm advises clients on compliance with the Environmental Management and Coordination Act, 1999, the most significant environmental legislation in Kenya, which is frequently overlooked in commercial transactions. This was enacted to create a framework for sustainable environmental management by establishing national environmental principles and creating cohesiveness in the activities of various government and environmental agencies that deal with the protection of different aspects of the environment.

We have advised in relation to environmental audit and environmental impact assessment requirements under the recently published Environmental (Impact Assessment and Audit) Regulations, 2003, and in relation to compliance and regulatory requirements under other environmental laws and regulations (the Physical Planning Act, the Mining Act and the various Acts dealing with land use, land tenure and land titles in Kenya and the Wildlife Conservation and Management Act).

The Firm has acted for international corporations in relation to their environmental compliance obligations in the field of petroleum exploration and major mining activities along the Kenyan Coast and on the establishment of a project financed power station.

The knowledge and experience gained by the Firm in this area of law ensures that clients take environmental risks and considerations into account in planning their projects and limit those risks through proper transaction structuring and compliance.

Tax

The Firm complements its corporate and commercial practice with advice on all aspects of the potential tax implications on the structuring and development of various transactions.

In conjunction with the tax departments of the local “big four” accountancy firms,is in a position to advise clients on the legal as well as practical implications of Kenyan tax statutes.

The scope of services offered by the firm include advices on:

• Income tax
• Customs and Excise
• Value Added tax
• Stamp Duty

also provides second opinions to Tax Accountants and advises on and undertake tax appeals to the local tax committees.

Intellectual Property & Franchising

understands the nature, value and importance of the protection of Intellectual Property rights and how those rights practically impact the business of our clients.

We are one of the four Kenyan Firms who are registered members of the International Trademarks Association (INTA).

The Firm acts on a wide range of intellectual property matters involving infringement litigation as well as the more routine matters of registration of Trademarks, Patents and Industrial Designs; registration of Renewals, Assignments, Registered User and License Agreements. The Firm has also negotiated settlements of trademark disputes and advises on Plant Breeders rights.

Franchising

advises on Franchising Agreements for both international and local franchisers for which it has developed appropriate franchise agreements.

Oil, Energy & Mining

's partners have been involved in much of the development of the Oil, Energy and Mining sector in Kenya. The Firm has advised on the introduction of independent power producers into the Kenyan Energy sector and on oil, mineral and precious stone exploration and mining operations in the country and the Kenyan legislation relating thereto, namely the Mining Act, the Electric Power Act and the Petroleum (Exploration and Production) Act.

The firm has been involved in the following sector developments:

• Titanium ore exploration
• Gold exploration and mining
• On Shore and Off shore Oil Exploration and Drilling
• Establishment of operations of Independent Power Producers and the drafting and reviewing of power production agreements with the Government of Kenya

In association with our practice in Environmental Law, we are better able to guide our sector clients through the Environmental Law and regulatory issues affecting their exploration and mining operations.