areas of practice

• Acquiring of Shares and Businesses

We advise you on the legal and commercial merits, risks, and benefits of your acquisitions and work on the documentation and help you to complete your deal.

• Sale of Shares and businesses

We advise you on the legal and commercial merits, risks, and benefits of your sales or divestments and work on the documentation and help you to complete your deal.

• Amalgamations

We advise on amalgamations of two or more companies into one continuing company and can help you to implement the amalgamation including the transfer of employees, assets, premises and licences.

• Mergers and Take-Overs

We advise you on the legal and commercial merits, risks, and benefits of your mergers or take-overs and work on the documentation and help you to complete your deal.

• Due Diligence

We advise you on the legal and commercial merits, risks, and benefits of your acquisitions and work on the documentation and help you to complete your deal.

• Closing Legal Opinions

We review documents and conduct limited due diligence and provide closing legal opinions so that transactions or deals can close. Our closing legal opinions usually cover validity, proper authorization and execution, registration, filing and stamping, proper choice of law issues.

We advise you on your joint ventures and shared businesses and the risks to be aware of and draft agreements for your joint ventures and shared businesses. We draft, review, and negotiate agreements that reflect the intentions of the parties to the joint ventures or shared businesses.

• Investment Agreements and Subscription Agreements

• Joint Venture Agreements

• Shareholders’ Agreements

• Collaboration Agreements

We advise on the different ways of obtaining business finance and loans and draft, review and negotiate documents for such loans. We provide closing legal opinions for drawdown of loans to be effected.

• Loans

• Convertible Loans and Convertible Notes

• Preference Shares and Other Classes of Shares

• Security for loans

• Drawdown opinions

We advise on the laws and requirements for securities offerings and digital token offerings. We inform clients of the different ways to structure their offerings to invoke useful prospectus and licensing exemptions. For digital token offerings, we review White Papers and provide legal opinions on the offering and the nature of the token. We draft information memoranda, private placement memoranda and subscription agreements.

• Securities Offerings

• Digital Token Offerings

• Securities Laws Exemptions

• Prospectus Exemptions

• White Paper reviews

• Digital Token Offering opinions

We advise on the type of licences needed in the key financial industry segments and help to prepare business plans and operational policies and manuals and applications for licences. We also advise on when licensing exemptions can be invoked.

• Licensing

• Compliance

• Fund Management Licences

• Payment Institution Licences

We advise on the establishment of family offices and trusts and draft the necessary documentation for the creation of family offices and trusts. Where appropriate, we will work with our tax advisory partners to obtain tax exemptions for the family fund.

• Family Office structures

• Trust Structures

• Licensing exemption opinion

• Tax Exemption applications

We advise on the different types of fund structures available such as the variable capital company, segregated portfolio company and the protected cell company. We can register variable capital companies and provide advice on prospectus and licensing exemptions. We will prepare the documents for the funds and offerings.

• Offerings laws

• Prospectus and Licensing Exemptions

• Variable Capital Companies

• Segregated Portfolio Companies

• Protected Cell Companies

We advise on licensing requirements for a wide range of business activities and available licensing exemptions. We prepare licence applications you to enable you to engaged in regulated business activities.

• Capital market licences

• Financial advisor licences

• Fund management licence

• Payment institution licences

• Remittance licence

• Moneylending licence

• Food licences

• Import licences

• Liquor licences

• Entertainment licences

We advise you on your important resource of directors, staff, and consultants. We advise you on your compliance obligations and draft agreements and documents to cover their terms of engagement and policies that you may want to govern your company.

• Compliance and advice

• Employment Agreements

• Employee Handbooks

• Workplace policies

• Work pass applications

• Employee share incentive plans

• Employee share option plans

• Non-Competition and Non-solicitation

• Dismissals and retrenchments

Where your business wishes to change its share structure, its constitution or name, we can advise you on the steps and benefits and risks and draft the relevant documents and make the necessary lodgments for you.

• Change of name

• Share Buy backs

• Capital reductions

• Redenomination

• Capital increases

• Share Transfers

• Amendment of Constitutions

We advise on restructuring of companies and their debt, and refinancing of existing company loans and seek to provide solutions that meet your objectives and parameters. We can also act as liquidators for solvent companies.

• Solvent Liquidations

• Schemes of Arrangements

• Debt Restructuring

• Refinancing

We advise on the various possible structures for setting up charities and not-for-profit organisations and set them up for you. We also prepare organisations for their applications to be charities and institutions of public character. We advise charities and not-for-profit organisations on their obligations under the Code of Corporate Governance and Societies Act.

• Structuring and advisory services

• Setting up charities and NPOs

• Setting up Companies Limited by Guarantee

• Setting up Societies

• Application for Charity Status

• Application for IPC status

• Setting up committees and terms of reference

We advise on how to acquire, protect and commercialise your intellectual property for your business. Where appropriate, we can apply for registration of your trademarks.

• Registration of trademarks

• Collaboration and Development Agreements

• Licensing Agreements

• Confidentiality Agreements

• Software-as-a-service agreements

We advise on licensing requirements and review, negotiate and draft agreements involving your info-comm assets.

Advisory Services

• Software development agreement

• Systems Integration Agreements

• Licensing

We advise you on your compliance obligations under privacy laws and review your policies, operations and processes to help you determine where you stand in your compliance obligations. We can review and draft your agreements and sections in your business agreements to address your obligations in relation to personal data. Where appropriate, we can provide a lawyer to act as your organisation’s data protection officer.

• Compliance

• Advisory services

• Privacy policies and measures

• Data Protection Officer services

We advise artistes, their managers, recording labels, and event organisers on their events, engagements, and their intellectual property such as their music, videos, images, and photos. We review, draft and negotiate agreements for engagements, management services and events.

• Artiste agreements

• Artiste management agreements

• Media agreements

• Event agreements

We advise you on legal and commercial issues relating to e-commerce and can draft website terms and conditions of use, e-commerce terms and conditions and website privacy policies. We advise on what to watch out for when offering sales of goods or services online.

• Website terms of use

• Website privacy policies

• Terms and conditions for e-commerce

Our in-house notary public can witness the signing of documents or certify the authenticity of copies of documents and do so through video conferencing facilities. Due to the wide network of our founder, we can introduce clients to one another if they so wish to be introduced to clients from certain industries.

• Notarisation

• Networking