WAMBUGU & MURIUKI ADVOCATES
CORPORATE PROFILE
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Firm Description Professional Indemnity Areas Of Firm’s Specialisation And Competence Property Law, Conveyance And Practice Commercial And Corporate Law • Company Secretarial And Compliance Services Including • Banking Law, Credit And Finance • Tax Law, Investments And Wealth Preservation • Commercial Contracts, Civil & Commercial Litigation • Intellectual Property • Criminal Law Quality Services Ethics And Integrity Corporate Social Responsibility Dispute Resolution Mechanism Method Of Assessing Fees List Of Our Corporate Clients Major Projects Undertaken By The Firm
Welcome
FIRM DESCRIPTION
The firm of Wambugu & Muriuki was founded in 2010 by John Kiumi Wambugu and Robert Muriuki Mbogori. The firm is located in Nairobi with a Branch located in Meru headed by a partner known as Ernest Kimaita. The firm was duly registered on 16th April, 2010 in accordance with the Laws of Kenya under Registration Certificate Number BN/2010/68847 and has all the necessary licenses and approvals to practice as a law firm in Kenya. The firm boasts of a team of highly qualified, energetic and dynamic professionals who represent the new face of legal practice that is in tune with today’s business trends. We focus on providing the highest quality-personalized legal services to individual and corporate clients in the most efficient, cost effective and client-oriented manner by combining innovative, cutting-edge legal expertise with a sound understanding of the structures, operations, challenges, products and services of our clients’ businesses including their operating commercial environment. Wambugu & Muriuki Advocates holds true to the following values in the provision of legal services to clients:a) Excellence and consistency in the provision of innovative, quality and timely legal services that is value for money to clients. b) Teamwork. c) Honesty and integrity. d) Training, personal improvement and specialisation. e) Ability to work in a multicultural, multi-ethnic environment with sensitivity and respect for diversity. Since its inception, the firm has aggressively grown and now has a strong team of 10 Lawyers, 2 clerks, 2 paralegals, 1 Pupil and 3 support/administrative staff listed below; • Robert Muriuki Mbogori - Partner • John Kiumi Wambugu - Managing Partner • Earnest Kimaita Nteere - Partner (Meru Office) • George Kamau - Partner • Koli Muli - Senior Associate • Nancy Dorcas Ouko - Senior Associate • Winnie Mungai - Senior Associate • Benta Ogongo - Associate • Prudence Nthiomi - Pupil • Sheila Chumo - Pupil • Caroline Mugo - Pupil • Peter Sema Mutunga - Litigation Clerk • Boniface Mutua - Companies Clerk • Vincent Mutinda - Conveyancing Clerk • Beth Kamunya - Administrative Assistant
John Wambugu ADVOCATE
Robert Muriuki ADVOCATE
Earnest Kimatia ADVOCATE
George Kamau ADVOCATE
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PROFESSIONAL INDEMNITY
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Our firm has a Professional Indemnity Cover Policy for Kenya Shillings One Hundred Million (Kshs. 100M) with UAP Insurance Company Limited. We are also duly registered as employer under the National Social Security Fund Act Cap 258 of Laws of Kenya.
Services
AREAS OF FIRM’S SPECIALISATION AND COMPETENCE
The firm is competent in all areas of law and practice, including the following broad areas namely: • Property law, Conveyance and practice • Commercial and Corporate law • Company secretarial and compliance services • Banking law and practice, credit and finance • Tax law, investments and wealth preservation • Litigation • Intellectual Property • Legal Audits • Regulatory laws and practices
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Services
PROPERTY LAW, CONVEYANCE AND PRACTICE The firm provides creative legal advice to a broad range of clients in the property and construction sectors including developers, private financiers, lending institutions and private companies. We handle the whole range of property transactions and issues and our services include: •
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Negotiation and preparation of all documents relating to the acquisition, development, construction, financing and marketing of commercial, industrial and residential properties including office buildings, apartments, sectional properties, mixeduse developments, subdivisions, business parks e.t.c. Real estate and Planning i.e. residential conveyancing, commercial property and development including innovative real estate financing methods such as mortgage loans, securitisation, joint ventures, limited partnerships, unit trusts, real estate investment trusts and other co-investment arrangements for real estate based transactions. Negotiation and preparation of all leasing documentation for office buildings, trading centres, warehouses, e.t.c
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Negotiation and preparation of all financing documentation e.g. debentures, charges, mortgages and guarantees on behalf of private and institutional lenders and borrowers for project and term financing.
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Negotiation of arrangements between private and governmental bodies relating to land and infrastructure development.
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Negotiation and preparation of Long-term term land leasing arrangements for both public and private sectors.
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Advice and assistance on all aspects of Town Planning laws, including securing Council approvals for land transactions and advice on the permitted land use.
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We also advise on the impact of environmental law (including NEMA regulations), construction law and planning law in Kenya. We also handle matters on land lord and tenant, licences, assignments, mortgages and encumbrances, liens and charges over property and other bank securities, tax compliance and regulation;
We also represent clients in legal disputes arising from property transactions.
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Services
COMMERCIAL AND CORPORATE LAW
All aspects of company law, corporate finance and company management issues i.e. company administration, organisation of a business, insolvency, sale of shares and business, Mergers, Acquisitions and Joint ventures, public companies issues and tax compliance and regulation. We prepare Trusts (commercial and equitable/ charitable) for clients for purposes of protecting their assets. We also prepare other legal and commercial documents such as deed polls for change of name, powers of attorney, affidavits and statutory declarations, wills and codicils, sale and transfers of motor vehicle, confidentiality agreements, teaming agreements, dispute resolution and settlement agreements, technology licensing agreements, joint venture and profit sharing agreements, partnership agreements, computer and internet agreements, agency and distribution agreements, supply of goods and services contracts, franchising contracts, leasing and hiring contracts, consumer credit agreements, outsourcing contracts and other commercial contracts which our clients require from time to time. We certify documents and witness signatures. We also represent clients in corporate law matters and advise on a variety of issues including: • Company formation and registration of other business entities e.g. partnerships, trust
corporations and funds. In this regard the firm has registered numerous companies and other business entities. •
Capital structuring and reorganizations
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Debt and equity financing, where we offer guidance on the laws to be complied with on the issue of listed or unlisted debt and equity securities
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Drafting and registering financial instruments for the raising of debt finance
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Advice on liability of shareholders, board members and company officers
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Winding up of companies
Arbitration We have vast experience in dealing with arbitration applications to the High Court under the Arbitration Act 1995, Laws of Kenya. Such applications cover the appointment of Arbitrators, removal of Arbitrators on grounds of bias; stay applications, jurisdiction of Arbitrators and objections on points of law.
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Services
COMMERCIAL AND CORPORATE LAW Advertising and marketing
Civil and Commercial litigation
We have particular expertise in advising clients to ensure their advertising campaigns and promotional activity fall within the boundaries of legislation and the regulatory codes. In terms of advertising and promotional support, we provide the following legal services to both advertisers and their agencies:-
Our Litigation team combines legal expertise with a commitment to finding quick creative and cost effective solutions for our clients. We act for a wide range of business and public sector bodies from all over the world. We help them resolve disputes which are worth millions of dollars or are highly complex or where their commercial livelihood is at stake. We have the legal skills to cover disputes in all courts and International Tribunals The team also helps a wide range of clients in the Insurance and Financial sector resolve all types of disputes.
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Brand protection advice Promotion terms and conditions Advertising agency agreements
Commercial Agreements We offer advice and services on a full range of commercial agreements across a number of industries. Our team’s approach is to ensure each agreement meets the clients’ needs and goals. We have vast experience in dealing with:1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.
Joint Ventures Agreements Sale of Goods and Supply of Services Agreements Equipment Hire and Leasing Agreements Standard Terms of Business Agreements Outsourcing Agreements Management Agreements Procurement Agreements Advertising Agreements Consultancy Agreements Product Development Agreements Project Management Agreements Licensing & Distribution Agreements Marketing & Sponsoring Agreements Franchising Agreements
Construction disputes Our team of highly skilled Advocates represents and advices our clients in the construction and engineering industries. The disputes presented by our clients include disputes from the inception of the project, the tendering process to execution of the project. We represent our clients in negotiations, mediation, adjudication, arbitration and / or litigation.
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Services
COMMERCIAL AND CORPORATE LAW Corporate law Advisory services We provide advice to public and private companies both local and international through our Conveyancing Department. These range from the incorporation (formation) of public and private companies local and foreign, both, general trade and business matters to dissolution (winding up) of the companies, Mortgage brokerage with Mortgage providers and best interest rates for the mortgages product. We also advice our clients on the Transfer of mortgages, leases, properties and businesses.
Cross-Border Practice Wambugu & Muriuki Advocates have had the benefit of handling legal matters across the East and Central African borders. We have handled matters especially for our corporate clients in Tanzania, Uganda and Rwanda. We also have associate law firms across the borders with whom we network.
Equity Markets We provide advice to a strong client base of listed companies as well as Investment Banks, Stock brokers and nominated advisors in the field of Equity Markets. We also undertake mobilization of shares in the Nairobi Stock Exchange for our Individual and Corporate clients through reputable Stock Brokers and Investment Banks.
Employment We advise clients on human resource strategy, planning, management and organizational restructuring, trade union claims and employee relations. We also prosecute and defend employment claims in all Tribunals and Courts.
Environmental Law
We advise our corporate clients on the social, political and economic impacts of environmental issues at both National and International levels. We have also successfully represented our Kenya based clients who have attained the Legal requirements set up by the National Environmental and Management Agency of Kenya in environmental disputes.
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Services
COMMERCIAL AND CORPORATE LAW Mergers & Acquisitions
Wambugu & Muriuki Advocates advises Kenyan companies, overseas corporations and multinationals on contractual relations, regarding mergers and acquisitions of businesses and companies. Our expertise and experience ranges from large and complex, domestic and cross-border transactions, including public and private company takeovers, acquisitions and disposal.
We handle claims for private, public and non-governmental organizations. Our team ensures that rightful claims are settled amicably within the shortest time and at the right cost. Over the years, we have handled a wide array of claims for our clients ranging from minor injuries to multi-million dollar cases all over the East African Region. We also pursue and prosecute personal accident, Industrial and other claims for our individual clients.
Insurance Law We have substantial experience in Insurance Law. Our Litigation team represents Insurance Companies in Litigation cases such as Industrial Accidents, Road Traffic Accidents, Risk Transfer, Underwriter Liability, Declaratory Suits and Subrogation Claims.
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Services
COMPANY SECRETARIAL AND COMPLIANCE SERVICES •
Maintenance of company statutory records
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Preparing and filing annual statutory returns
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Preparing and filing amendments to companies’ Memoranda and Articles of Association Convening and attending statutory company meetings
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Preparation of routine resolutions and provision of advice in compliance with statutory requirements
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Incorporation of foreign companies and branches of foreign companies.
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De-registration and dissolution of companies
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Maintaining share registers and handling of all correspondence with shareholders
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Nominee directorship and shareholding services
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Attending meetings and taking minutes and ensuring compliance to companies memorandum and articles of association
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Services
BANKING LAW, CREDIT AND FINANCE •
Providing transactional and advisory services on banking products such as real estate finance, acquisition finance, asset finance, syndicated and bilateral lending, leveraged finance, project finance, securitization and bank loans.
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We also advise on existing and prospective legislation affecting banks and financial institutions including Capital Markets Authority regulations and Central Bank of Kenya practice, capital adequacy rules, tax compliance and regulation, facility documentation, debentures, security on land, security over assets other than land, security over intellectual property, guarantees and indemnities, liens, pledges, retention of title clauses in contracts for the sale of goods, set-off, debt instruments, subordination and priorities, assignment and participation of loans, rescheduling and standstills, derivatives, equipment leasing and ship finance;
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Capital markets i.e. securities, bonds, equities, shares, derivatives, commodities, futures and options, foreign exchange, investor finance, financial market regulation, conflict of law rules applicable to shares and bonds, private equity transactions, offshore mutual funds and anti-money laundering enforcement, tax compliance and regulation;
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Services
TAX LAW, INVESTMENTS AND WEALTH PRESERVATION We offer the following services: •
General advice to individuals and companies tax laws in Kenya.
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Advice on tax issues arising from employee remuneration, including share options, pension schemes and National Social Security Fund contributions
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Individual and corporate tax planning. This includes creation and operation of trusts and foundations, making of gifts, business and investment structures and domicile, and estate planning
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Advice and representation on Local and Foreign Direct Investment as well as Portfolio Investment in Kenya. In this regard we advise on the legal requirements and the tax and other incentives availed to investors.
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Where taxpayers are the subject of investigation or prosecution, whether by the Kenya Revenue Authority or any other taxing authority, we are available to offer specialist support and representation in court. This advisory work sometimes ends up in litigation but more often to negotiated settlements.
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Services
COMMERCIAL CONTRACTS AND LITIGATION We advise and represent clients on a wide variety of contractual issues arising from commercial transactions. We negotiate and draft commercial agreements and arrangements depending on each client’s business requirements. Our focus is always on needs of the client; we prepare agreements that set out clearly and unambiguously the terms of the bargain struck between parties to the contract. •
The matters on which we offer advice and representation include:
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Licensing agreements
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Joint venture agreements
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Shareholder and Nominee agreements
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Asset leasing agreements
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Agency agreements
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Agreements for Distributorships and Franchises
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Agreements for the supply of goods and services
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Debt recovery.
We also assist and support clients in negotiations and represent them in formal dispute settlement proceedings arising from commercial contracts, whether the disputes result from breach of contract, a difference of interpretation of the terms of the contract or even the general operation of the contract.
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INTELLECTUAL PROPERTY
The need to have undisputed rights over intellectual property cannot be over emphasized especially when one appreciates the central position intellectual property occupies in modern commerce.
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Intellectual Property litigation
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Media and entertainment, merchandising and sponsorship and telecommunications
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We advise on forms of copyright agreement for protection (both national and international) of copyright assets against counterfeits, infringement and unjust enrichment by third parties in sectors such as entertainment, media, broadcasting, manufacturing, publishing, advertising and merchandising, sport, public sector services, financial services.
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We assist clients protect their patents by drafting and filing patent applications on their behalf to secure patent rights both nationally and internationally.
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We also advise on patent portfolio management by helping clients enforce their rights against third parties and vigorously defend, where necessary, their said rights against third party patent assertions.
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We also assist clients register their trademarks, designs, service marks, domain names, logos, abbreviations and names.
We understand the value that is attributed to a company’s brands or patents or other intellectual property. The services we offer in this field include: •
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Consultancy on property rights including patents, trademarks and copyrights, especially with regard to their selection, creation, and enforcement against infringement or interference Prompt searches at the Kenya Industrial Property Institute on trademarks, trade names
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Registration of intellectual property rights
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Advisory services on Intellectual Property licenses or assignments for the maximum exploitation of rights in commercial transactions
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We also offer services to our clients on matters relating to Trade Marks, Copyrights, Patents, Designs, Domain Names and other Intellectual Property Rights.
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Quality
QUALITY SERVICES
In pursuit of providing the highest quality legal services to our clients and achieve client satisfaction, the Firm guarantees that no legal fees shall be payable by our clients where, despite our clients reporting their complaint to us, the quality of our services are found to be wanting by our clients and fall below what is reasonably expected of a competent lawyer or firm of lawyers. The Firm, by means of its client-friendly complaints system, assigns a person to each matter, whom our clients can contact if they have a problem.
The Firm’s legal services are personalized with a Case Manager assigned to each client to deal with their matter and can be contacted by our clients on a 24 hour basis. The Firm’s staff is friendly and easily approachable and is at our clients’ service at all times. On completion of a matter, the Firm shall report the outcome to our client and explain any further action (if any) and account for any outstanding money which shall promptly be refunded to our client in full.
During the course of a matter, our clients will receive regular updates and guidelines (either on telephone or in writing) and/or progress reports on their matters including any changes in the law that affect them and any escalating costs of their matters. In this regard, our clients are at liberty to set an upper limit of the costs which may be reached by the Firm without further authority. We also use superior and up to-date legal documents that meet our clients’ diverse legal and commercial needs in their matters.
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Quality
ETHICS AND INTEGRITY
The firm has the greatest regard for and strictly observes the rules of professional ethics and integrity, neither the firm nor any of its members or staff has ever been a subject of any
complaint, whether in court, the law society, the advocates complaints commission or any other organ of professional misconduct for want of ethics and integrity.
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Quality
CORPORATE SOCIAL RESPONSIBILITY
The firm provides pro bono legal services to inmates at Langata Women’s Prison in Nairobi and has successfully prosecuted appeals on behalf of a number of inmates over the last few years. The firms also supports Kenya Community Centre for Learning (KCCL), a foundation supporting children with celebral palsy.
DISPUTE RESOLUTION MECHANISM The firm has not had to deal with a dispute with any of its clients. In the event of such a dispute, we would prefer recourse to negotiation, mediation and arbitration while litigation would be last resort.
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Fees
METHOD OF ASSESSING FEES
In charging legal fees the firm is guided by the relevant provisions of the advocates act and the advocates’ remuneration order.
In determining the fee to be charged for any particular work we take into account the following factors among others namely:
Before the start of any work, our clients receive quotations of the likely costs of their matter. In particular, for matters where it is not possible to foresee the normal course of the matter and/ or where the anticipated time of completion cannot be foreseen with reasonable accuracy, our clients will receive the best possible estimated quotations of the costs of their matters by means of the Firm’s reliable and fair estimating service.
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The complexity and urgency of the matter.
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The nature and monetary value of the subject matter.
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The amount of research required to e undertaken the amount of the papers to be perused and drawn.
Some of the Firm’s legal services are one-price items i.e. our clients will only pay one specific amount representing the total costs of their matter. Such services include residential conveyancing, registration procedures with relevant authorities and other routine services where it is possible to foresee with reasonable accuracy the normal course of the matter and/ or anticipated time of completion. Our legal fees is inclusive of miscellaneous internal office costs to be incurred by the Firm in client matters such as telephone, facsimile, messenger, postage and other miscellaneous communication costs, document copying and retrieval, staff overtime and computer assisted research and facilities etc.
Our fee is normally a subject of negotiation and agreement between us and the client ;and depending on the value of the particular brief we would normally grant a rebate on the scale of fees. In respect of non contentious business e.g. Conveyancing, writing of contracts and agreements, legal opinions etc] we only request for fees after completion of work As regards contentious business [e.g. court cases, arbitration disputes etc] we request for our professional fees depending on the length of time the matter is concluded, if shortly say within 1 - 3 months ,we request for fees after conclusion but if a matter takes longer to be concluded ,we raise interim fee notes periodically.
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Clients
SAMPLE LIST OF OUR CORPORATE CLIENTS 1.
Cooperative Bank of Kenya Limited
16. BMW Precast Limited
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Jamii Bora Bank Limited
17. Thorntree Properties Limited
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United Bank of Africa Limited (UBA)
18. Silanga Group of Companies
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China Road Bridge Corporation (K) Limited
19. Museum View Office Suites Limited
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China Wu Yi Construction Co. Ltd
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China Aero Technology Construction International Corporation (CATIC)
20. Jamii Bora Leasing Limited 21. Asterisk Investments Limited
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Jiangxi Water and Hydropower Construction Co. Ltd
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Uchumi Supermarkets Limited
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National Social Security Fund (NSSF)
22. Intersol Limited 23. Premier Technologies Limited 24. J & K Investments Limited 25. Adrian (K) Limited 26. Golden Pack Limited
10. National Housing Corporation (NHC) 27. DCF Engineering Limited 11. University of Nairobi 28. Top Image Limited 12. JKUAT Enterprises Limited 29. Econobuild Limited 13. Kenya Pipeline Corporation 30. MR Shah Construction Limited 14. GSI Kenya Ltd 31. Bett Co. Limited 15. IMAX Theatres 32. Naku SACCO Limited
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Projects
MAJOR PROJECTS UNDERTAKEN BY THE FIRM 1.
Recently involved in the Consultancy for the coffee sector debt audit and restructuring in Nyeri County as Legal Experts under JKUAT Enterprises Limited who were the lead consultants. The exercise involved extensive review of the process of obtaining loans by all 23 Coffee Societies in Nyeri County, Compliance with the Cooperatives Act and the respective Society By-Laws.
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Conducting due diligence and security perfection for Co-operative Bank Limited currently the 3rd Largest Bank in Kenya. This process involves Review of Compliance with Central Bank of Kenya Guidelines on Lending and the Banking Act, Review of Documents and securities, Review of the Litigation Risks, searches at the Lands and Company Registries and thereafter preparation and registration of duly executed Securities.
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Conducting legal due diligence and security perfection for Jamii Bora Bank Limited.
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Participated by offering legal advisory services in the management takeover of Jamii Bora Bank by Asterisk Holdings Limited through a rights issue where we were the legal advisers for messrs Asterisk holdings Ltd. Value of Transaction: (Kshs 330 Million) where we did due diligence on Jamii Bora Bank Compliance with the relevant Regulatory requirements.
by Luwada Pharmaceutical limited. This involved drawing contracts, Reviewing existing contracts, getting regulatory approval from the Competition Authority of Kenya, Pharmacy & Poisons Board, Confirming Trademark registration from the Kenya Industrial Property Institute as well as confirming Compliance with the Companies Act and Labour Laws. 6.
Conducting legal due diligence for the 100% acquisition of Queens Dyers and Cleaners by Queens Drycleaners Ltd. This involved drawing contracts, Reviewing existing contracts icluding contracts of employment, getting regulatory approval from the Competition Authority of Kenya, National Environment Management Authority, Confirming Trademark registration from the Kenya Industrial Property Institute as well as confirming Compliance with the Companies Act and Labour Laws.
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Participated by offering legal advisory services in the acquisition and development of 75 acre in Mlolongo for Messrs Museum View Office Suites Ltd. Value of Transaction: (Kshs 1 Billion).
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Currently involved in offering legal advisory and conveyance services in the development of 300 Units Seito Springs estate on a 20 Acres parcel of land in Kitengela.(Value: Kshs 2.4 Billion)
Conducting legal due diligence for the 100% acquisition of Lynton Pharmacy
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A Better Partnership
Our Most Important Partners Are Our Clients 38
W A MB U G U & M U R I U K I AD VOC ATE S
P.O. BOX 69565- 00400 | NAIROBI. LONRHO HOUSE | 12TH FLOOR STANDARD STREET TEL: 020 2224 990 | 020 5100 275 E: wakili@wambugumuriukiadvocates.co.ke W: www.wambugumuriukiadvocates.co.ke