FinTech

Posted on April 23rd, 2021

Kenya is at the forefront among the pioneers of financial inclusion with innovations through its early adoption of a mobile money system. The country’s fintech sector is among the fastest growing in Africa, evidenced by a lot of activity in the local fintech scene involving sectors such as financial services, ICT and Agriculture.

Our FinTech law practice offers a combination of deep global technical experience with local regulatory & financial service knowledge. Frequently, the team is involved in advising clients on their financing, corporate matters, and regulatory & compliance. The practice area also provides financial and technical legal advice on establishing of the fintech service businesses, licensing of the products, compliance with regulatory requirements and dispute resolution in day to day matters to highly complex issues in the industry. Our client base in the practice area ranges from venture capital funds, start-ups, banks, and other financial institutions.

Experience

Some of our recent experience in this area includes:

  • Providing legal services in a joint venture arrangement between a Mauritius based private investment company and a Kenyan registered application and software development company in relation to the development of a software platform that allows groups to come together and contribute money towards a specific purpose e.g. investment clubs and fundraising. Our role also included drafting the standard terms and conditions together with the privacy policy for the platform.
  • Represented the Central Bank of Kenya in a case in which the petitioner sought to stop the transfer of money services provided by the mobile telephone companies including Safaricom’s “M-Pesa” and “Airtel Money.”
  • Advising and drafting contractual agreements for a leading telecommunications company in relation to upgrade of its current mobile money platform to a new one developed and provided for it with a view to achieve interoperability with the previous existing platform and various other payment software existing within Kenya.
  • Providing legal services to a technology company that provides end-to-end digital insurance, including undertaking registration of various trademarks, drafting and reviewing a shareholder loan, undertaking a vendor legal due diligence exercise, reviewing a term sheet with investors, drafting a convertible note for bridge financing for the company, drafting and reviewing a shareholders agreement and undertaking an internal group restructuring.
  • Providing legal services to a technology company that has developed a patient-engagement, telemedicine mobile application (the “Application”) that helps doctors grow their medical practice revenues and personalise patient care, including providing the company with a legal opinion on the regulatory requirements of setting up the Application.

Recent Insights

Digital Age: The Advent of Open Banking As Technology and Financial Services Converge


Related Services

Banking & Finance


For more information about our Arbitration practice, please contact Jacob Ochieng (Partner) or Cindy Oraro (Partner). Alternatively click here to download our FinTech profile.

Key Contacts
John Mbaluto, FCIArb
Deputy Managing Partner

 

 

E: john@oraro.co.ke

Capital Markets

Posted on September 3rd, 2020

Over the years, we have established a reputation as a market leader in Capital Markets transactions in the country, representing a range of listed companies in Kenya. 

We have been instrumental in the development of the legal and regulatory framework for Kenya’s Capital Markets Authority (CMA) as well as advising the Nairobi Securities Exchange (NSE) technical committee.
The practice has years of experience in advising on a broad spectrum of capital markets products and incorporates specialist expertise in debt and equity capital markets. The practice area is highly regarded for offering clients commercially insightful advice, technical expertise and complete understanding of both sides of a transaction.


Our capital markets experiences include:

  • Acted for East Africa’s leading investment company where together with a wholesale distributor of non-durable goods obtained approval to acquire all the listed shares in its subsidiary. We drafted and negotiated a settlement Agreement of the two companies and by way of a consent order of the Capital Markets Tribunal, we conducted extensive due diligence, negotiated and obtained approval from the Capital Markets Authority and obtained shareholder approval.
  • Advising a publicly listed commercial bank on a Rights Issue in 2014. Tasks included participating in the preparation of a confidentiality agreement and information memorandum together with the other technical advisors, conducting legal due diligence, providing a legal opinion to be included in the information memorandum, obtaining approvals on behalf of the bank from the Capital Markets Authority, Nairobi Securities Exchange, Central Bank of Kenya and reviewing all the transaction documents to ensure that their compliance with the laws of Kenya.
  • Advising a Kenyan government-owned development finance institution and the Government of Kenya on the amendment of the Memorandum and Articles of Association and application to both Capital Markets Authority and Nairobi Securities Exchange for increase of Capital and Rights Issue. Our roles included legal advisors to the different agents of the offer for sale, preparation of different transaction documents including the technical management agreement, reviewing the legal issues affecting the institution’s Information Memorandum, preparation of the necessary company forms at the Companies Registry and amendment of the company’s Memorandum and Articles of Association.
  • Advising a network of Dutch organisations in the water sector and an incubator of innovative business concepts in the establishment of a capital market structured water pool facility and the subsequent incorporation of an SPV for the achievement of the same. Provision of various legal opinions on the legal requirements of the Capital Markets Authority and the Companies Act, review of various policies and contracts for the operationalisation of the SPV and various contracts.
  • Advised an insurance and investment group in a successful private placement of 11,000,000 Class “A” Shares and 9,000,000 Class “B” Shares with a par value of KES 20 each of the group at the price of KES 22.50.

Recent Insights

Tightening Loose Ends: Capital Markets Authority’s Power and Role in Combating Insider Trading

Tightening the Reins: Fighting Financial Crimes in the Kenyan Capital Markets


Related Services

Banking & Finance, Corporate & Commercial, Dispute Resolution


For more information about our Capital Markets practice, please contact George Oraro, SC (Senior Partner), Pamella Ager (Managing Partner) or Jacob Ochieng (Partner).  Alternatively click here to download our Capital Markets profile.

Key Contacts
George Oraro SC
Founding Partner

 

 

E: goraro@oraro.co.ke

Pamella Ager
Managing Partner

 

E: pamella@oraro.co.ke

Private Client

Posted on November 7th, 2019

Our Private Client practice area provides prudent direction to individuals and families. The Private Client team provides all-round legal services, in the most efficient way, by integrating the other practice areas, when handling personal and structural issues.

Through this practice area, we have been able to preserve, build, maintain and establish trust with our client base.  Our practice is aimed at linking relationships with our clients to provide them with practical and attainable legal advice and action.


Our private client practice area encompasses:

  • Wills and Probate
  • Private Trusts
  • Succession planning and offshore structures
  • Estate management
  • Family law – divorce, division of matrimonial property, child custody and maintenance advice and litigation.

Related Services

Dispute Resolution, Employment & Labour


For more information about our Private Client, please contact Chacha Odera (Managing Partner) or John Mbaluto, FCIArb (Deputy Managing Partner).  Alternatively click here to download our Private Client profile.

Key Contacts
Chacha Odera
Senior Partner

 

 

E: chacha@oraro.co.ke

John Mbaluto, FCIArb
Deputy Managing Partner

 

 

E: john@oraro.co.ke

Asset Tracing & Recoveries

Posted on November 7th, 2019

Our Asset Tracing & Recoveries practice area is a recognised leader in advising both contentious and noncontentious complex tracing and recovery of assets and in restructuring & insolvencies. The practice area is led by a team of Partners with specialist know-how and deep experience in offering strategies for obtaining effective and time-critical legal remedies to secure and recover assets, including freezing injunctions, disclosure orders and protection of assets. 

With a good reputation in handling complex banking disputes, debt recovery and asset tracing, the practice area has represented clients in various courts in the land including the High Court, Court of Appeal and the Supreme Court. Our Asset Tracing & Recoveries practice closely with a broad range of stakeholders including banks, financial intermediaries, distressed companies, creditors, private equity sponsors, and governments. As a full service law firm, the practice area is able to call upon lawyers from a wide range of related specialist areas including tax, employment and labour, banking & finance and restructuring & insolvency.


Experience

Our recent experience includes:

  • Acting for the monetary authority of Kenya in the recovery of funds in the “Goldenberg” related cases, in excess of USD 1 billion.
  • Representing a Kenya government corporation as lead counsel. We obtained a mareva injunction/freezing order, which is currently in force to preserve the subject matter of the suit. This is a recovery action as well as the tracing of assets worth USD 70 million from individuals and companies alleged to have defrauded a commercial Bank in Kenya, leading up to its receivership.
  • Representing an accused person for actions done while executing duties when acting as a senior official in the Government of Kenya (GoK). The accused was charged with abuse of office and conspiring to defraud the GoK. The saga has come to be known as the Anglo-leasing saga.
  • Advising an Insurance Company on its potential claim of approximately KES 1.1 billion for impaired assets against three insolvent companies, where it invested in notes and commercial paper.
  • Acting for a Kenyan Insurance Company in a domestic arbitration seeking the recovery of approximately USD 770,000 being outstanding premiums claimed by the Insurer against the Judiciary of Kenya under a Group Medical Insurance Cover.

Recent Insights

Recent Decision Underscores Need for Court Sanction in The Carrying Out of Commission’s Mandate


Related Services

Banking & Finance, Corporate & Commercial, Dispute Resolution

For more information about our Asset Tracing & Recoveries practice, please contact George Oraro SC (Founding Partner) or Noella Lubano (Partner).  Alternatively, click here to download our Asset Tracing & Recoveries.

Key Contacts
George Oraro SC
Founding Partner

 

 

E: goraro@oraro.co.ke

Restructuring & Insolvency

Posted on July 19th, 2018

Our Insolvency and Restructuring practice group is well regarded in advising some of the largest and most complex restructurings and insolvencies.  We combine various practice areas to deliver practical advice on both contentious and non-contentious aspects of Insolvency law.

We regularly work closely with a broad range of stakeholders including banks, financial intermediaries, distressed companies, creditors, private equity sponsors, and governments.


Experience

Our recent experience includes:

  • Representing a company in insolvency proceedings against one of the largest supermarket chains in East Africa, now under administration, where it seeks to exercise its right of forfeiture, repossession and peaceable re-entry of its premises.
  • Advising a Tier 2 Bank on its rights as a lender to enforce third-party securities under the Insolvency Act, 2015 against a leading supermarket currently under administration.
  • Advising a consortium of banks in drafting agreements for a consortium of banks involved in a non-contentious insolvency matter.
  • Advising one of Kenya’s largest publicly listed companies in the restructuring of its debt, owing from local and international lenders.
  •  Advising the receiver-manager of a leading commercial bank to undertake the proposed restructuring including the powers the shareholders in the Company to sell their shares, and the company to issue additional shares to third-party investors.
  • Advised an East African government (through the office of the Attorney General) on the proposed capital restructuring of the national carrier in which the Government is a significant shareholder, including the legal implications of relinquishing its security.
  • Acting in an insolvency matter involving a manufacturer of edible salts (directors/shareholders) versus a Kenyan commercial bank in liquidation and receivership.

Recent Insights

Options for Companies in Distress on Account of the COVID-19 Pandemic or Similar Events

A ‘Dicey’ Matter: The Fate of Employees in Mergers and Acquisitions

Salient Changes Under the Business Laws (Amendment) Act, 2020


Related Services

Banking & Finance, Corporate & Commercial, Dispute Resolution

For more information about our Restructuring & Insolvency practice, please contact George Oraro SC (Founding Partner) or Noella Lubano (Partner).  Alternatively click here to download our Restructuring & Insolvency profile.

Key Contacts
George Oraro SC
Founding Partner

 

 

E: goraro@oraro.co.ke

Employment & Labour

Posted on July 19th, 2018

Our Employment & Labour practice area has been recognised for advising on contentious and non-contentious matters relating to termination & dismissal, redundancy and discrimination, employment contracts, employment policies and procedures, review of HR manuals & policies and staff restructuring. The practice advises clients in various sectors including banking & financial services, health services, manufacturing, non-governmental organisations, telecommunications and hospitality.

Chambers & Partners has consistently recognised our Employment & Labour practice area as one of the market’s top practices. The firm was ranked in the 2021 rankings, with interviewed clients noting that they are "impressed by their follow-through on issues," further referring to the team as "extremely professional and knowledgeable." In addition, Legal 500 also ranked the firm tier 1 in employment practice noting our strength in handling both contentious and non-contentious employment matters and our experience in handling redundancies, retrenchments, employee benefits and collective bargaining arrangements.


The firm has been involved in landmark employment disputes in Kenya including:

  • Representing a Kenyan bank against a claim for constructive dismissal and discrimination of an employee. The award is set at USD 300,000.
  • Representing a railway corporation in a claim worth USD 4.3 million brought by its former employees to enforce an award made by the Industrial Court and a claim for unfair dismissal after a strike which led to their dismissal.
  • Representing a national airline in a class action for reinstatement of over 440 employees following a redundancy process undertaken wherein the Court was in favour of the employees and ordered reinstatement and back-pay of salary. The matter value is USD 1 million.
  • Assisting a humanitarian organization, in the review and revision of the internal staff regulations.
  • Representing a faith based community school operating from Mathare Valley (one of Kenya’s oldest and largest slums) on employment claims. The matter value is USD 3,000.
  • Advising a multinational Information and Communications Technology company on the Employment Act, 2007 and the necessary regulatory compliance required.
  • Representing a five-star luxury hotel in two employment claims of unfair terminations and fraud allegations against the employees.
  • Representing a prominent building contractor in East Africa against two rival unions within the organisation The matter value is USD 50,000.

Recent Insights

The Employment (Amendment) Act, 2021: Pre-Adoptive Leave Entitlement to Employees

Keeping the Wheels of Justice Turning During the COVID-19 Pandemic

Weathering the Storm: Steps an Employer Can Take to Mitigate the Effects of the COVID-19

Housing Fund Levy Set to Take Effect Next Month

Penalties for Non-Compliance With the Retirement Benefits Act, 1997s

Redundancy Process: Getting it Right


Related Services

Corporate & Commercial, Dispute Resolution, Restructuring & Infrastructure


For more information about our Employment & Labour practice, please contact Chacha Odera (Senior Partner).  Alternatively click here to download our Employment & Labour profile.

Key Contacts
George Oraro SC
Founding Partner

 

 

E: goraro@oraro.co.ke

Chacha Odera
Senior Partner

 

 

E: chacha@oraro.co.ke

Arbitration

Posted on June 13th, 2018

Our arbitration practice is recognised for its excellence in this area. The firm has always been at the forefront of both domestic and international arbitration in Kenya, providing recourse from the onset of a dispute through to an enforcement of an award.

We have represented clients in local and international arbitration tribunals including International Centre for Settlement of Investment Disputes (ICSID), the London Court of International Arbitration (LCIA) and the International Chamber of Commerce (ICC) in energy, financial services and construction sectors.

Experience

Some of our recent experience in this area includes:

  • Successfully represented a Pan-African Bank in a USD 25 million claim brought by a Zambian borrower who claims he never authorised the bank to disburse funds to the borrower. It was an ICC administered arbitration and the seat was in London.
  • Represented a Canadian-based energy company as co-counsel in the ICSID proceedings brought against the Government of Kenya in respect to the unlawful revocation of the company’s geothermal licence worth USD 312.7 million.
  • Advising and representing an international civil engineering company to enforce an international arbitral award of USD 13 million in Kenya issued under an ICC arbitration with its seat in London.
  • Advised a major American private equity fund on their legal options and remedies against former directors and shareholders of a leading East African civil engineering and construction company with a view of recovering an arbitral award of USD 23.2 million from the LCIA.
  • Representing an English Investment Company and an energy company involved in methane gas production in an arbitration matter where the Claimants brought arbitration proceedings against the Respondent at the ICC for breach of contract. The ICC entered an award in favour of the Claimants in an Arbitral Award of USD 12.8 million rendered on 9th August 2017. The firm was thereafter engaged by the Claimants in having the arbitral award recorded as a judgment of the High Court of Kenya before enforcements proceedings can be commenced against the Respondent, which is a company registered in Kenya.

Recent Insights

The Right to Request Court’s Assistance in Taking Evidence in An Arbitration

Claw-Back: Key Decision by Canadian Supreme Court on Jurisdictional Question in Arbitration

Worth Your While?: Cost Effectiveness of International Arbitration

Arbitration: A time to Rethink?


Related Services

Banking & Finance, Dispute Resolution, Infrastructure, Projects & PPP


For more information about our Arbitration practice, please contact George Oraro SC (Founding Partner) or Noella Lubano (Partner). Alternatively click here to download our Arbitration profile.

Key Contacts
George Oraro SC
Founding Partner

 

 

E: goraro@oraro.co.ke

John Mbaluto, FCIArb
Deputy Managing Partner

 

 

E: john@oraro.co.ke

Noella Lubano
Partner

 

 

 
E: noella@oraro.co.ke

Infrastructure, Projects & PPP

Posted on June 13th, 2018

Our Infrastructure, Projects & PPP practice group is at the forefront of providing commercially focused advice in rapidly growing sectors in Kenya including energy, power generation, telecommunications and transport.

We combine legal and sector expertise in advising on all stages of a project including structuring, drafting & negotiating and project finance.


Our recent experience in Infrastructure, Projects & PPP includes:

  • Advising the government-to-government collaboration between the Government of Kenya and China National Petroleum Corporation on a proposed USD 1.8 billion project to develop up to 350 MW of geothermal power plant.
  • We advised Kenya Commercial Bank Limited in relation to an annuity term loan facility worth USD 60 million to facilitate the 75% direct cost of road construction of the Ngong-Kiserian-Isinya Road and Kajiado-Imaroro Road.
  • Advising an international energy company on project structures, project documents as well as legal compliance issues in regards to a proposed 40 MW solar power project.
  • Advising a leading international real estate and development company, the lead member of the consortium that won the bid to re-develop the Nairobi City County Old Housing Estate on Ngong Road.
  • Advising a bidder on the proposed construction of a 2,000 km Kenyan road (an annuity scheme) via a PPP arrangement.
  • Assisted a team advising the developer of a 250 MW onshore wind farm in Kenya which was in part financed by the forward sale of Clean Development Mechanism credits.

Recent Insights

Kenya’s Energy Sector: 2015 Highlights

On Matters Energy: A Review of Some Key Developments in Kenya’s Energy Sector (Q2-2016)

“May as Well”: Additional Renewable Sector Updates for May 2016

On the way: A look at Kenya’s new Road Annuity Programme

A matter of “competing” principles: Confidentiality and disclosure in PPP procurement


Related services

Banking & Finance, Corporate & Commercial, Dispute Resolution


For more information about our Infrastructure, Projects & PPP practice, please contact George Oraro SC (Founding Partner), Jacob Ochieng (Partner) or Cindy Oraro (Partner).  Alternatively click here to download our Infrastructure, Projects & PPP profile.

Key Contacts
George Oraro SC
Founding Partner

 

 

E: goraro@oraro.co.ke

Tax

Posted on June 13th, 2018

Our Tax practice area is well known for its comprehensive understanding of the Kenyan tax laws. The practice area is regarded for its expertise in handling both contentious and non-contentious tax matters, developing solutions that are both tax efficient and practical to help our clients maximize opportunities, while minimizing risks.

The practice area provides advice on domestic and international tax, value-added tax, income tax, capital gains tax and transfer pricing. We also advise on the tax implications of mergers and acquisitions and capital markets transactions. In tax disputes, the tax practice is renowned for its creative approach and is forward thinking in tax litigation due to the complexity of Kenyan tax laws.

Some of our notable contentious and non-contentious tax matters include:

  • Acting for a Kenyan based company that manufactures branded beer, spirits, and non-alcoholic beverages in an appeal against excise duty and VAT assessment on alcoholic beverages amounting to KES 18 million. We are currently representing our client at the Tax Appeal Tribunal.
  • Advised regional company on the tax aspects of their share restructuring and group reorganisations in regard to significant capital investment by global private equity investors.
  • Advised a Credit Company with both domestic and foreign presence, operating business in the digital loan industry on transfer pricing, thin capitalization, related party transactions, bad debts and tax deductions.
  • Acting for a major real property leasing company in seeking to compel the KRA to make an objection decision with respect to the Company’s objection to KES 14 million tax demands allegedly arising out of inconsistent VAT entries on the Company’s iTax Portal.
  • Representing a leading beverage bottling company in an Excise Duty dispute amounting to USD 5,611,025 at the Tax Appeals Tribunal.

Recent Insights

Appealing Tax Appeals Tribunal Determinations at the High Court: Commissioner of Investigations and Enforcement v Grain Bulk Handlers Limited

Tax Appeals Tribunal Rules Apple Concentrate is not a Beverage: Kenya Breweries Limited v Commissioner of Customs & Border Control

The Finance Act, 2021 – Breakdown and Analysis

The High Court Suspends the Newly Introduced Minimum Tax

High Court Confirms Sony Holdings’ KES. 6.4 Billion Commercial Building Allowance Award: The Commissioner of Domestic Taxes vs. Sony Holdings Limited [2021] eKLR

Filing of Digital Service Tax (DST) Return

Understanding Digital Service Tax and its Implementation in Kenya

The VAT (Electronic Tax Invoices) Regulations, 2020 & The VAT (Digital Market Place Supply) Regulations, 2020 in a Nutshell

New Changes Introduced by the Tax Laws (Amendment) Act, 2020

‘Tax-Acious’: When Tax Collection Becomes Rather Taxing


Related services

Banking & Finance, Corporate & Commercial, Dispute Resolution


For more information about our Arbitration practice, please contact George Oraro SC (Founding Partner) or Lilian Renee Omondi (Partner).  Alternatively click here to download our Tax profile.

Key Contacts

George Oraro SC
Founding Partner

 

E: goraro@oraro.co.ke

Corporate & Commercial

Posted on June 12th, 2018

Our Corporate & Commercial practice area brings on broad sector experience and commercial awareness to every transaction. We help drive business growth while combining a strategic outlook with deep legal knowledge and a keen understanding of the business factors involved in this area of law. 

Our Corporate & Commercial practice provides comprehensive legal advice by combining competition law, employment, financial, regulatory and taxation expertise. Our recent significant involvement includes advising complex mergers, acquisitions, joint ventures and commercial contracts for which we are well regarded.

Experience

We regularly advise on IPOs, rights issues, medium-term notes, private placement bonds and the set up of new products in the NSE and the Capital Markets. In particular, we have advised:

  • Advising the largest sugar miller in Kenya in the restructuring of its debt, owing from local and international lenders. Our role involved reviewing the contractual documentation, restructuring facilities documents and other security agreements and providing a legal opinion on the debt restructuring.
  • Advising a Dutch firm involved in the water sector and a Dutch financial risk management firm on the establishment of a capital market structured water pool facility, to finance water infrastructure projects in Kenya.
  • Advising a leading commercial bank on its proposed restructuring. Our role includes advising on the powers under the Kenya Deposit Insurance Act, 2012 to undertake the restructuring, the legal aspects of the restructuring, and advising on alternative restructuring options.
  • Advising the Attorney General of Kenya in the largest and most complex debt and equity restructuring which involved reviewing the restructuring documentation, converting Government loans into equity and securing Government sovereign guarantees for key lenders and issuing new shares to investors in consideration of in-kind capital contributions of non-cash assets to the company.
  • Acting a legal counsel in relation to the sale of shares to a Kenyan cement manufacturer hold shares in a Mauritius based company that holds shares in another company that owns and operates the cement factory.
  • Advised the NSE and the Capital Markets Authority (CMA) on the demutualisation of the NSE, as well as compliance with various statutory regimes governing their respective operations.
  • Advised on three successful and heavily subscribed rights issues for a leading commercial bank in Kenya.
  • Advised the Government of Kenya and KenGen during its offer and sales of 6.5 million ordinary shares at the Nairobi Securities Exchange (NSE).

Recent Insights

Extension of Timelines for Submission of Beneficial Ownership Information

Disclosure of Beneficial Ownership of Companies in Kenya

Smelling the Coffee: Salient Changes Brought About By the New Business Laws (Amendment) Act

Salient Changes Under the Business Laws (Amendment) Act, 2020

Obligations of a Company in Relation to Disclosure of Company Beneficial Ownership Information


Related Services

Banking & Finance, Capital Markets and Dispute Resolution


For more information about our Corporate & Commercial practice, please contact Jacob Ochieng (Partner).  Alternatively click here to download our Corporate Mergers & Acquisitions profile.

Key Contacts
George Oraro SC
Founding Partner

 

E: goraro@oraro.co.ke

Jacob Ochieng
Partner

 

E: jacob@oraro.co.ke

Cindy Oraro
Partner

 

E: cindy@oraro.co.ke

About Us

Oraro & Company Advocates is a full-service market-leading African law firm established in 1977 with a strong focus on dispute resolution and corporate & commercial law. With a dedicated team of 10 partners, 4 senior associates, 10 associates, 1 lawyer and 36 support staff, the Firm has been consistently ranked by leading legal directories such as Chambers Global, IFLR 1000 and Legal 500 as a top-tier firm in Kenya.

Oraro & Company Advocates is an affiliate member of AB & David Africa.

Contact Us

Oraro & Company Advocates
ACK Garden Annex, 6th Floor, 1st Ngong Avenue
P. O. Box 51236 - 00200, Nairobi, Kenya.
T: +254 709 250 000
E: legal@oraro.co.ke | W: www.oraro.co.ke

Oraro & Company Advocates © 2021