Thursday 23rd February 2012

Corporate & Commercial Law

Sebalu & Lule’s practice in this area encompasses the full range of commercial legal services required by local and multinational corporate entities. These include:

Insurance: Sebalu & Lule represents some of Uganda’s leading insurance companies. Our range of services includes contract drafting, enforcement of and/or defence of insurance claims as well as recovery of subrogated claims and auxiliary expertise in capital markets, mergers & acquisitions, compliance & risk, tax, legal audits and due diligence, real estate, company law and company secretary-ship and general corporate advisory. The firm also boasts of an outstanding record in insurance litigation.

Mergers & Acquisitions: Sebalu & Lule possesses deal experience in corporate consolidations and acquisitions.

Intellectual Property: The firm’s intellectual property department conducts registrations and renewals of various intellectual property rights, notably trademarks, at the Uganda Registration Services Bureau. Our team also provides general intellectual property consultancy and regularly contributes to Country Index, an online international trademark practitioners’ guide.

Telecommunications & Technology: We advise telecommunications companies on their set-up and licensing obligations under Uganda’s legal regime and on several legal issues with respect to contracts with customers and suppliers, leases, disposal and acquisition of assets, shareholder and shareholding issues, finance, product offerings and litigation. Sebalu & Lule is currently retained as legal advisor by a subsidiary of a leading French telecommunications company in all aspects of their operations in Uganda.

Corporate Insolvency: Sebalu & Lule handles a range of insolvency matters for our financial institutions’ clients and other private entities. We have also, in turn, successfully handled cases in defence of some of our corporate clients in insolvency proceedings.  As well as conducting receiverships and liquidations, our expertise also extends to debt restructuring, rescheduling and recovery. In a key insolvency consultancy brief, Sebalu & Lule, in 2006, was retained by the African Trade Insurance Agency (ATI), an intergovernmental agency specializing in political and national risk insurance, to prepare a detailed information sheet on insolvency law and practice in Uganda.

Competition: Uganda has a Competition Bill that awaits passing into law and Sebalu & Lule has developed expertise in this sphere of law. Competition entails dealings with issues affecting common trade areas such as laws relating to abuse of dominant position and mergers and acquisitions across borders. This is an area of increasing importance in Uganda given the coming into force of the East African Common Market Protocol and growing prominence of East African Community law.

Company Law: Our clients continue to benefit from Sebalu & Lule’s expertise in company law and two of the firms lawyers are Graduate Members of the Institute of Chartered Secretaries & Administrators (ICSA). The firm advises boards, directors, shareholders and in-house legal counsel on a wide range of company law matters. These include prudential reporting requirements, caps and obligations, directors’ liabilities and responsibilities, commercial contracts, shareholder rights, company administration and corporate governance.

Compliance & Risk: Sebalu & Lule has developed compliance and risk matrices for key sectors to ensure that corporate entities comply with all legal and regulatory requirements that govern the sector in which they operate The firm, to achieve this, issues watch notices and reviews with respect to both present and newly-passed legislation and conducts training sessions for its clients to promote mitigation of legal risk. We also perform legal audits of the operations of our clients with respect to employment, procurement, tax, contract, insurance, environment and regulatory obligations to ensure compliance.

Private Equity: Sebalu & Lule also continues to amass considerable direct and indirect expertise in Uganda’s growing private equity market. The firm’s capabilities with private equity funds includes fund set-up and advice on key structural elements, subsidiary set-up, legal due diligence on investment targets, business and trade finance advisory, securitization for lending, legal compliance & risk advisory and commercial litigation. The firm also possesses auxiliary experience in venture capitalism, mergers & acquisitions, corporate buy-outs, re-structuring, leveraged buy-outs and in capital markets.

Some notable briefs undertaken by our corporate & commercial department include:

Telecommunications & technology:

  • Retained as legal advisor to the local subsidiary of a leading French telecommunications company in all aspects of its telecommunications operations in Uganda.

  • Advised a special purpose investment vehicle on the re-organisation of its assets stake in a leading telecommunications company in Uganda.

  • Acted as legal advisor to a special purpose investment vehicle on its refinancing of a US$ 7 million loan by a leading South African commercial bank to streamline its ownership of shares in a leading telecommunications company in Uganda.

  • Advised a special purpose investment vehicle on its sale-back of 1% shareholding in the total value of US$ 5.5 million in a leading telecommunications company in Uganda to an investment holding company domiciled in Mauritius.

  • Advised a special purpose investment vehicle on its borrowing to finance its acquisition of additional shares in the value of US$ 10 million in a leading telecommunications company in Uganda

  • Advised an American global anti-poverty vehicle on the legal requirements for setting up a village phone project in the rural areas of Uganda in association with a leading domestic telecommunications company.

  • Handled the sale and transfer of an American global anti-poverty vehicle’s telecom license and interests in Uganda to a leading telecommunications company in Uganda.

  • Mutual legal and transaction advisor to two telecommunications entities in Uganda and South Africa on the latter’s acquisition of the former’s telecommunications business and assets in Uganda.

  • Advised and represented a leading Ugandan investment company in its bid to set up mobile telephone and data services in Southern Sudan.

  • Advised a top Arabian telecommunications company seeking to invest in Uganda’s telecommunications industry.

  • In finance, we have advised and continue to advise leading financial institutions on telecommunications financing in Uganda.

  • Retained as legal advisor to the Privatisation Unit between 1995 and 1997 over matters pertaining to the privatization of the Uganda Posts & Telecommunications Corporation and the drafting of the Uganda Communications Bill (now the Uganda Communications Commission Act) which liberalized the communications sector and established a new regulatory framework.

Mergers & acquisitions and reorganizations:

  • Advised a specialist railway investment company on its corporate re-organisation and subsequent transfer of business interests to the British Virgin Islands.

  • Advised an Indian-based conglomerate on a corporate reorganisation that saw the merger of two of its industry-leading subsidiaries in Uganda.

  • Legal and transaction advisor to a Nigerian bank in its US$ 64 million acquisition of the majority shareholding of a domestic financial institution.

  • Legal and transaction advisor to South Africa’s leading player in the foods and beverages industry in its US$ 2 million acquisition of a local poultry enterprise (broken deal).

  • Legal advisor to a local insurance company and its shareholders on the acquisition of a million 51% majority stake in the company by a leading Kenyan insurance group.

  • Legal advisor to a world-leading sustainable forestry company on its merger with a closely-related entity.

  • Legal advisor to a leading advertising agency and an affiliate of Ogilvy & Mather on a corporate re-structuring.

Intellectual Property:

  • Intellectual property counsel and trademark agent in Uganda for a global American multinational beverage corporation.

  • Provision of trademark registration, renewal and advisory services and presently manage IPR portfolios for leading cement, tobacco, telecommunications and financial companies in Uganda.

  • Advised a leading telecommunications company on the legal liability of facilitators (as an internet service provider) for acts of copyright infringement committed by third-party subscribers, including recommending copyright policing strategies.

  • Advised a leading telecommunications company on the copyright implications of employing master-tone ringtones, including devising a compliance checklist.

  • Successfully represented a telecommunications company in opposition to trademark registration proceedings before the Registrar of Trademarks.

  • Presently representing a global American multinational beverage corporation in opposition to trademark registration proceedings before the Registrar of Trademarks.

Private equity:

  • Presently represent Africa’s leading private equity-driven multi-national financier to small and medium enterprises (SMEs) in all aspects of their business in Uganda.

  • Acted for Africa’s largest private equity firm in conducting a legal due diligence on a multi-million dollar concessionaire investment target.

  • Acted as local counsel, in association with Hogan Lovells, to a group of international investors in conducting a legal due diligence on the target with respect to a Uganda freight railway concession.

  • Represent a special purpose investment vehicle in all aspects of their investments in Uganda

Insolvency:

  • Successfully conducted a US$ 200,000 receivership on behalf of a leading financial institution.

  • Acted as local counsel to the African Trade Insurance Agency (ATI) for the preparation of a detailed information sheet on insolvency law and practice in Uganda.

  • Successfully defended a key client against a US$ 1.9 million winding-up petition.

Compliance & Risk:

  • Conducted a legal and social responsibility audit of the manufacturing, processing and production operations of a leading tobacco company.

  • Conducted training and appraisal sessions for financial institutions to advise on the effect of the Mortgage Act 2009 and Contracts Act 2010 on their lending operations and business

  • Conducted training and appraisal sessions for a leading financial institution on Uganda’ proposed Insolvency Bill, particularly the Bill’s effect on securities provided for loan facilities.

  • Advised a leading tobacco company on the regulatory and compliance standard to be imposed by proposed tobacco legislation, including conducting a full-scale review of the proposed Bill in view of the World Health Organization’s Framework Convention On Tobacco Control and the World Health Organisation Guide For The Formulation Of Tobacco Control Legislation.

  • Developed a compliance matrix for the country’s financial institutions following the introduction of the Financial Institutions Act 2004 and imposition of a new regulatory standard.

Insurance:

  • Retained as legal counsel for three top insurance companies in Uganda.

  • Successfully defended a leading insurance company against a UGX 16 billion claim by the insured in a marine insurance claim.

  • Currently representing a leading insurance company in the Commercial Court in a novel suit that examines the effect of alleged arson on a contract of insurance.


CONTACT PARTNERS
Barnabas Tumusingize
Nicholas Ecimu
Joseph Luswata