Our work

• Cliffe Dekker Hofmeyr (Kenya) represented Bataleur Investments, the leading South Africa-based fund managers.  Our Kenya-based corporate/M&A team advised Bataleur Investments on the acquisition of its shareholding in Morgan Air & Seafreight Logistics Kenya and Morgan Cargo by Kuehne + Nagel.  This transaction involved the acquisition of 100 per cent of the shares in Morgan Air & Seafreight by Kuehne + Nagel.  This resulted in Kuehne + Nagel being the sole shareholder of Morgan Air & Seafreight Kenya.  A similar transaction was also conducted with Kuehne + Nagel UK in relation to Bataleur Investments’ shares in Morgan Cargo (UK).  In this respect, our team was involved in drafting board and shareholder resolutions, creation of new Class B shares, reviewing and negotiating share purchase agreements, and ensuring completion of the transactions for both the Kenya and UK entities.  The transaction involved working across Kenya and UK entities on drafting and reviewing transaction documents and ensuring that the conditions precedent to the transaction were fulfilled and completion took place.  This transaction required the creation of class B shares to make Bataleur Investments the beneficial owner of 51 per cent of the ordinary shares and 49 per cent of the new class B shares in Morgan Air & Seafreight and Morgan Cargo.  Our work also involved reviewing and negotiating the share purchase agreement; and attending to the completion of the transaction for both Kenya and UK entities.  

• Cliffe Dekker Hofmeyr represented ENGIE, the leading France-based global utility company.  Our South Africa-based corporate/M&A team advised ENGIE in connection with its acquisition of the South African group and operations of BTE Group.  We acted as local counsel to Cleary Gottlieb Steen & Hamilton.  As BTE Group operates projects and subsidiaries predominantly in South Africa, we were heavily involved in every aspect of the transaction.  The matter involved a competitive bidding process which progressed over the course of an extended period of time, leading to the selection of ENGIE as the preferred bidder.  ENGIE partnered with Meridiam as buyers in the transaction, with Meridiam acquiring the Kenya assets owned by the BTE Group and ENGIE is acquiring the South African assets.  The transaction was structured as one seamless, indivisible transaction, though we had to effectively settle two separate sales.  Once appointed as preferred bidder, negotiations between ENGIE and Actis/Meridiam were particularly complex due to the deterioration in the exchange rate in South Africa over the extremely lengthy period over which negotiations were held.  The transaction was also implemented to ensure that both sales became unconditional and implementable before the main transaction between ENGIE and Actis was closed, so that the two sales could be implemented on the same day.  
• Cliffe Dekker Hofmeyr is representing PPC, the leading South Africa-based JSE-listed holding company for a group of companies which manufacture and distribute cement, lime and limestone products.  Our South Africa-based corporate/M&A team is advising PPC in respect of the disposal of its 51 per cent (358,641,960 ordinary shares) of the issued share capital of CIMERWA, which is listed on the Rwanda Stock Exchange, to National Cement Holding (NCH) for a purchase consideration equal to US$42.5 million, in terms of a sale of shares agreement.  This matter has involved significant issues of intellectual property and beneficial ownership, requiring the parties and their advisers to work collaboratively to propose innovative solutions.
• Cliffe Dekker Hofmeyr is advising Puma Energy Tanzania, a subsidiary of Puma Energy, the leading Switzerland-based global mid- and downstream oil company.  Our South Africa-based projects & energy team is advising on a matter relating to an agreement between Puma Energy and the Petroleum Bulk Procurement Agency of Tanzania (the Agency), which concluded an importation contract in compliance with Petroleum (Bulk Procurement) Regulations 2017 GN No. 198 of 2017 (Petroleum Regulations) and the Petroleum Act, 21 of 2015 (Petroleum Act) to import petroleum products into Tanzania.  The terms and conditions of the contract required that Puma Energy obtain a letter of credit (LC) for the benefit of Alchemist as payment for a consignment of petroleum products ordered by the Agency from Alchemist Energy Trading, the leading UAE-based trader, in terms of a shipping and supply contract.  This contract was concluded pursuant to a competitive public tendering process for the bulk supply of petroleum products to the Agency and on behalf of oil marketing companies such as Puma Energy in compliance with the Petroleum Regulations and Petroleum Act.
• Cliffe Dekker Hofmeyr represented the joint liquidators for Musa Group, a private company in liquidation, whose shareholders include the Government Employees Pension Fund, Unemployment Insurance Fund and Compensation Fund.  Our South Africa-based restructuring & insolvency team advised the joint liquidators of Musa Group on an application to place Musa Capital Fund Managers (MCFM) under final winding up.  MCFM is a wholly-owned subsidiary of Musa Group, and owes Musa Group ZAR 85 million-plus in inter-company loans.  Standard Bank approached our team to intervene in its application to place MCFM in final liquidation, MCFM having defaulted on its payment obligations in terms of facilities made available to it by Standard Bank.  Through our team's intervention, MCFM was placed under provisional winding-up.
• Cliffe Dekker Hofmeyr (Kenya) represented BasiGo, the first electric bus company in Kenya.  Our Kenya-based corporate/M&A team, advised BasiGo in the context of a US$5 million senior unsecured loan it received from British International Investment (BII).  The led Partner's role included reviewing and advising on the loan agreement on behalf of BasiGo; preparing various corporate approvals; and assisting with other formalities required.  The funds would enable BasiGo to scale its electric bus assembly operations in Kenya and accelerate its goal to deliver 100 electric buses to the country.  
• Cliffe Dekker Hofmeyr (Kenya) represented Goodwell Investments, the leading Netherlands-based impact investment firm.  Our Kenya-based corporate/M&A team advised Goodwell Investments on its investment of €150 million in Souk Farms IG Rwanda, one of the largest growers and exporters of a variety of fruits and vegetables across Europe and the Middle East.  Our role included conducting a due diligence exercise and preparing a due diligence report; reviewing, amending, and negotiating a convertible loan agreement as well as the transaction documents, including a share subscription agreement, shareholders agreement, share retention agreement and other required documents; and overseeing the fulfilment of conditions precedent and the completion of the transaction.  
• Cliffe Dekker Hofmeyr (Kenya)represented KOKO Networks, the leading Kenya-based venture-backed technology company.  Our Kenya-based employment team assisted KOKO Networks with negotiating a settlement agreement for a senior employee as well as reviewing an employment contract and job advertisements for a senior employee.  In respect of the settlement for a senior employee, the issues addressed were complex involving a claim of unfair termination during probation and racial discrimination.
• Kieti Law (CDH) represented Berdou Attorneys, a leading South Africa-based intellectual property law firm.  Our Kenya-based intellectual property team advised Berdou Attorneys on behalf of its client.  Berdou Attorneys tasked us with attending to Kenyan trade mark clearance, filing and prosecution of the trade mark of its client, Amka Health & Beauty International Limited, a leading South Africa-based company in the health, beauty and home care industry.  
• Kieti Law (CDH) represented Kulal International, the Kenya-based pharmaceutical manufacturing and distribution company.  Our Kenya-based intellectual property team was instructed by Kulal International in relation to the filing and prosecution of several anti-counterfeit/customs trade mark recordation applications in Kenya.  The anti-counterfeit recordation system was implemented in 2022.  
• Cliffe Dekker Hofmeyr (Kenya) represented Investisseurs & Partenaires, the leading France-based impact investment group entirely dedicated to financing and supporting SMEs; and Novastar Ventures Africa Fund II, the leading venture capital firm which aims to design and execute innovative business models which serve the common good, generate returns and transform entire sectors.  Our Kenya-based fintech team advised Investisseurs & Partenaires and Novastar Ventures Africa Fund II on their respective investment into Fortem Holdings, the leading Mauritius-based based company.  Our work included drafting and negotiating the transaction documents including a share subscription agreement, shareholder's agreement, deed of adherence, convertible bond agreement and escrow agreement.  Our team also acted for Investisseurs & Partenaires on its investment into Umutanguha Finance Company (UFC), the leading Rwanda-based finance company.  Our work included carrying out a legal due diligence and managing and overseeing the process, which involved managing the information request list between UFC, managing the virtual data room, drafting status reports and drafting a due diligence report.  
• Cliffe Dekker Hofmeyr (Kenya) is representing IPSL, the leading Kenya-based leading payment system service provider established by the Kenya Bankers Association to address the challenge of integrating retail payments and inter-banking money transfer services in Kenya.  Our Kenya-based fintech team advised IPSL on drafting and negotiating various commercial service agreements for the provision of inter-bank money transfer services between IPSL and Paystack Payments Kenya, the leading Africa-based payment service technology company; of inter-bank money transfer services. 
• Cliffe Dekker Hofmeyr (Kenya) represented MTN, the leading Kenya-based technology company.  Our Kenya-based employment team assisted MTN with a restructuring and carrying out redundancies for over 45 staff members within the Kenya office.  The work involved working with MTN to agree the restructure, drafting the step-plan for the redundancy, drafting the statutory letters and managing the process for MTN.  
• Cliffe Dekker Hofmeyr (Kenya) is representing the Kenya-based subsidiary of SAP, the leading Germany-based global producer of software for the management of business processes.  Our Kenya-based employment team has assisted SAP in reviewing the company's local and regional policies to ensure that they are compliant with current employment laws.  Further, our firm assisted SAP in carrying out a disciplinary exercise with respect to a senior employee.  We advised on in drafting the notice to show cause and collating documentary evidence and witness statements, in conducting the disciplinary hearing and in drafting the termination notice after the disciplinary panel determined that the senior employee would not be retained.  The senior employee filed an unfair termination suit in the employment court on the grounds that his termination was premeditated, and that SAP did not follow due procedure when terminating him.  Our dispute resolution team, responded to the claimant's allegation by setting out the fact that the termination was not predetermined since prior to the termination the senior employee had failed to attend mandatory internal meetings; failed to actively support critical deals; and further failed to improve his conduct despite guidance and support from his superiors.  Regarding procedure, our dispute resolution explained that SAP followed due procedure as it duly informed the employee of all the allegations as well as regarding the process that would be followed during the hearing, and further informed him of his rights.  
• Cliffe Dekker Hofmeyr (Kenya) represented PayGo, the leading Kenya-based distribution service which is developing smart metering systems that enable customers to pre-pay for clean cooking gas.  Our Kenya-based employment team advised PayGo on the termination of a senior employee as well as the termination of a foreign employee, seconded to PayGo.  The work on the termination of the seconded employee was complex in that it highlighted the importance of having secondment agreements in place as well clear arrangements on the termination of a secondment and which party is responsible for repatriation of the seconded.  
• Cliffe Dekker Hofmeyr (Kenya) represented N22 Africa Fund (D) and N22 Africa Fund (E), the leading private equity fund established in Sweden.  Our Kenya-based corporate/M&A team assisted Norrskken 22, a technology growth fund, in conducting a due diligence on Vee8 International Holdings, the target company, an automotive technology development company that builds solutions aimed at enabling and enhancing commerce within the automotive sector; and its subsidiaries in Kenya, Uganda, Nigeria and Ghana.  We were further involved in negotiating and drafting two SAFEs and two side letters pertaining to two tranches of investments being made to the target.  The due diligence required extensive expertise in connection with compliance requirements to the automobile industry.  This transaction involved conducting a due diligence over five entities located in the US, Nigeria, Kenya, Ghana and Uganda over a short period of time.  Due to the level of urgency, we conducted an innovative, partly limited due diligence over the areas that were considered high-risk and carried out a confirmatory due diligence over the low-risk areas.  This allowed us to obtain warranties on the low-risk areas and indemnities over those areas considered high-risk, with minimal push back.  Further, negotiating the rights in the SAFE proved challenging as the target company had existing SAFE agreements with investors and was looking to obtain additional investment from other investors.  
• Cliffe Dekker Hofmeyr (Kenya) represented AlphaJiri Investment Fund, the leading Mauritius based investment fund which provides debt, mezzanine and equity finance to fuel growth of impact ventures in the sustainable food and renewable energy sectors, through its subsidiary in Kenya Alpha Mundi Investment Fund.  Our Kenya-based corporate/M&A team advised this client on three transactions over the space of two months.  We undertook a high-level due diligence in respect of subsidiaries in Rwanda, Uganda and Kenya, and drafted and negotiated a US$ multi-million simple agreement for future equity (SAFE) investment in Ampersand, a leading US-based integrated electric motorcycle and transport energy solution provider in Africa; undertook a high-level due diligence and negotiated a debenture, promissory note and guarantee in respect of a US$ multi-million investments into Ilara Health, a network of small healthcare providing lifesaving and essential diagnostic tools to improve the quality of medical care in Sub-Saharan Africa; and undertook a high-level due diligence and drafted a convertible loan agreement in respect of Amped, a company delivering world-class appliances to off-grid customers in Sub-Saharan Africa.  The transactions involved working across multiple jurisdictions and coordinating the due diligences while starting to negotiate the transaction documentation so as to complete the transaction before the end of the client's financial year. 
• Cliffe Dekker Hofmeyr (Kenya) represented Creadev International S.A.S, a French private equity firm based in France, and Acumen Resilient Agriculture Fund LP (ARAF), a VC fund designed to enhance the livelihood and climate resilience of people in Africa, in their investment into Victory Farms, East Africa's fastest growing aquaculture venture.  Creadev led the US$ 35 million dollar Series B raise and was joined by ARAF, DOB Equity, Endeavour Catalyst Fund and Hesabu Capital.  Our role involved conducting legal due diligence on the target and its subsidiaries in Kenya and Rwanda, assisting in reviewing and negotiating the share subscription agreement for purposes of recommending representations, warranties and conditions, assisting in reviewing and negotiating the disclosure letter and assisting in pre-closing actions. 

   

  The East Africa fish supply deficit is estimated to be 1 million metric tons per annum. Aquaculture supplies only meet 3% of this deficit.  This transaction was important as it will enable Victory Farms to expand its operations in Kenya, Rwanda, Ethiopia, Uganda and Tanzania, so as to provide a solution to East Africa's nutritional security challenge.  Our role required a delicate balance in conducting thorough due diligence on Victory Farms for the investors' interests, whilst also providing workable solutions to challenges encountered, so as to enable the transaction to close.

• Cliffe Dekker Hofmeyr (Kenya) represented The Standard Bank of South Africa, a member of the Standard Bank Group, Africa's largest bank.  Our Kenya-based banking & finance team advised The Standard Bank of South Africa, in connection with a trade loan agreement concluded with a local Kenyan bank, a leading commercial bank.  Our scope of instructions entailed advising the Standard Bank of South Africa on the capacity and authority of the local bank as borrower to conclude the agreement, the legality and enforceability of the trade loan agreement and overseeing the payment of stamp duty in respect of the agreement.  Our work on this matter offers clear proof of the strong flow of work we receive advising clients from different jurisdictions on a range of banking & finance transactions, including inter-bank lending.  
• Kieti (CDH) is representing Uchumi Supermarkets, the leading Kenya-based supermarket chain.  Our Kenya-based dispute resolution team successfully defended Uchumi Supermarkets against a liquidation petition filed by Githunguri Dairy Farmers Cooperative Society.  We advised the company to restructure its debt with the lenders, pension funds and hundreds of trade creditors as a response to the petition.  This involved advising on the most appropriate insolvency tool to restructure its debt, and drafting a company voluntary arrangement (CVA) for the various level of creditors.  It also involved applying for a stay of all execution proceedings and advising on creditor meetings.  The CVA was approved by the creditors and endorsed by the High Court in July 2020.  It was the first of its kind under the Insolvency Act 2015.  Our team also continues to advise the company on the implementation of the CVA and to defend it against fresh applications seeking to set it aside.  By a ruling delivered by the High Court in May 2022, our team successfully defended the company against a lender seeking to exercise its statutory power of sale to recover the debt owed to it.  
• Kieti (CDH) is representing Terry Wijenje, a high-profile individual.  Our Kenya-based dispute resolution team is advising Ms Wijenje on a claim before the Employment and Labour Relations Court seeking an order for her unconditional reinstatement as the Managing Director of Directline Assurance Company, one of Kenya's leading Public Service Vehicle (PSV) Insurance Companies.  This matter is significant as, in addition to seeking damages for unfair and unlawful termination, it involves claims of harassment, intimidation and coercion resulting from the employer-employee relationship. 
• Kieti (CDH) is representing Hoggers, the leading Kenya-based fast-food franchise.  Our Kenya-based dispute resolution team guided Hoggers through its process of administration.  The franchisor, Famous Brands, terminated its licence on learning that the company was under administration.  Hoggers applied for the appointment of a liquidator following the court's decision to uphold the termination of the franchise agreement.  The company's creditors opposed the application on the basis that they should be allowed to enforce their debt claims without going through a liquidation process.  In March 2022, the petition was allowed by the court appointing the liquidator.  We continue to advise and guide the liquidator in the winding up of the company's affairs, including arranging for the public auction of the assets.
• Kieti (CDH) is representing East Africa Data Centre, East Africa's largest data centre, a leading data, voice and IT service provider, and a Kenya-based subsidiary of Liquid Telecom Kenya.  Our Kenya-based dispute resolution team is advising East Africa Data Centre on a dispute over the termination of professional health and safety services contract with Opticom Kenya.  Our team successfully defended our client against an application filed by Opticom seeking an injunction pending arbitration to restrain the termination of the professional services contract.  The matter was unique as it involved interpretation of the new FIDIC white book introduced in 2017, namely whether a court of law could restrain a party from terminating a contract that it did not wish to continue with, and whether such an order could be granted when the termination notice had already taken effect.  
• Kieti (CDH) is representing Megapipes, the leading Kenya-based manufacturer of large diameter plastic pipes used to make water storage tanks and water storage solutions.  Our Kenya-based dispute resolution team is advising Megapipes on a construction dispute against Superfit Steelcon regarding the contractor's delay in completion of the works and poor workmanship in the context of the construction of a factory in Ruiru, Kenya worth circa US$2 million.  Our team is advising on claims of breach of contract, and on the remedies available to ensure the completion of the construction project.  
• Cliffe Dekker Hofmeyr (Kenya) is representing Shara, the leading Kenya-based digital platform designed to help send free scheduled reminders, customised professional statements, and provide a free and secure wallet, for clients to organise and grow their businesses.  Our Kenya-based employment team advised Shara on drafting a letter of offer with respect to its chief executive officer and drafting and negotiating an employment contract.  Our repeat involvement in drafting employment agreements for senior employees further portrays our skills in our technical ability to draft agreements that comply with the law and protect our clients.  Further, as Shara became a major shareholder in Maisha Microfinance Bank, a financial institution based in Kenya, we assisted Shara in reviewing and updating the employee handbook of Maisha Microfinance Bank to ensure that it is in compliance with the Employment Act, 2015.  
• Cliffe Dekker Hofmeyr (Kenya) represented Khasay, a leading UK-based online marketplace which connects potential customers with digital lenders across Africa.  Our Kenya-based employment team advised Khasay on drafting template employee contracts for its senior and junior employees as well as draft and negotiate a contract for a senior employee.  Our repeat involvement in drafting employment agreements for senior and junior employees further highlights our ability to draft complex agreements that comply with the law and protect our clients.
• Cliffe Dekker Hofmeyr (Kenya) represented Icolo, a leading Kenya-based global carrier-neutral data centre.  Our Kenya-based employment team advised Icolo on specific aspects of its local Kenya employment contracts including on payments and structuring of salary payments in Kenya.  The fact that clients like Icolo turn to our team to advise on how to structure contractual agreements that meet their operational requirements evidences our ability to draft technically complex contractual agreements under Kenyan employment law. 
• Cliffe Dekker Hofmeyr (Kenya) successfully represented BBOXX, a UK-based next generation utility company.  Our Kenya-based employment team assisted BBOXX on claims filed before the Employment and Labour Relations Court by two former employees for alleged unfair termination.  The matters were significant as it involved the termination of employees involved in fraud.  The court agreed with us that there was sufficient evidence for the company to dismiss the employees for misappropriation of its property.  
• Cliffe Dekker Hofmeyr (Kenya) is representing Bboxx Capital, the leading Kenya-based next generation utility company which designs, manufactures, and distributes plug and play solar systems to enhance access to energy throughout Africa with the aim of creating innovative methods of distributing renewable energy to the bottom of the pyramid in developing countries.  Our Kenya-based fintech team is assisting Bboxx Capital with drafting its financing terms and conditions for a programme.
• Cliffe Dekker Hofmeyr (Kenya) represented VVOB, the leading Belgium-based education development business, supporting educational institutions in relation to their students and teaching staff in 10 countries globally.  Our Kenya-based employment team assisted VVOB with the review of employment contracts and a HR Manual in preparation for the re-opening of VVOB in Kenya.  The work was complicated by the fact that the HR Manual was based on Dutch laws and therefore had to be re-drafted to suit Kenya.  
• Cliffe Dekker Hofmeyr (Kenya) represented Mamy Eyewear, the leading Kenya-based eyewear developer and retailer.  Our Kenya-based employment team assisted Mamy Eyewear East Africa with carrying out a disciplinary hearing for a junior employee who had absconded from their duty.  We assisted Mamy Eyewear by drafting the notice to show cause, notice to attend disciplinary hearing and termination letter on the failure of the junior employee to attend the disciplinary hearing.  We further assisted Mamy Eyewear with drafting the employment contracts for their co-chief executive officers as well as their chief marketing officer. 

Africa Corporate Guide

This guide covers common questions relating to the process of incorporating and setting up in various African jurisdictions.

Many of our clients are looking to expand their African footprint.

Therefore it is incumbent on us to understand the nuances, intricacies and ultimately the legal requirements of setting up in each of the countries in Africa. The purpose of this guide is to simplify the position in relation to incorporation and setting up in various African jurisdictions and to provide our clients with an overview of their obligations in relation to this.

Click here to read the Kenya chapter. 

Visit the CDH Kenya page for more.