Firm / Organisation

Bookbinder Business Law

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Managing Partner: Jeffrey Bookbinder
Number of partners: 3
Number of lawyers: 13
Languages: English, Setswana, Spanish

Firm Overview:
Bookbinder Business Law (BBL) was founded in 2010 and has grown from a core of 3 legal professionals to over 15; all with specialised knowledge and experience. BBL is committed to providing its clients with well-rounded, prompt and world class service. The firm has experience working across a variety of industries and sectors including banking and finance, mining and minerals, insolvency and restructuring, securities, debt capital markets, corporate transactions, leasing and asset finance, conveyancing, company law and business formation, employment law, mergers and acquisitions as well as private equity.

Practice Areas:
Banking & Finance
Mining & Minerals
Insolvency & Restructuring
Securities
Debt Capital Markets
Corporate Transactions
Leasing & Asset Finance
Conveyancing
Company Law & Business Formation
Employment Law
Mergers & Acquisitions
Private Equity

Main Areas of Practice:

Arbitration:
Examples of major transactions:
Given the confidential nature of arbitration, specific examples are not being provided. Mr Bookbinder was the Vice-Chair of the Botswana Institute of Arbitrators and a key member in drafting the extant procedural rules. Mr Bookbinder has chaired numerous FIDIC Dispute Adjudication Boards for infrastructure projects and sat as an arbitrator on a number of disputes. BBL has acted in a number of disputes submitted to resolution by arbitration both in the construction industry and in the commercial sector.

Dispute Resolution/Litigation:
Examples of major transactions:

The firm prides itself on its litigation team which has been involved in a number of major disputes in Botswana including:
 ■ BCL Limited (In Liquidation): BBL are counsel to the liquidators of the BCL Group of Companies (being the largest liquidation in Botswana history). It acts for the estates in numerous matters including protracted litigation with a Russian mining group in which the latter is seeking damages against BCL in excess of USD275 Million
■ First National Bank of Botswana Limited: BBL has acted for First National Bank of Botswana Limited in a number of matters including claims arising out of the collapse of a hotel development group
 ■ Botswana Meat Commission (BMC): BBL are counsel to Botswana Meat Commission in dealing with numerous actions arising out of disputes with service providers
 ■ Bank Gaborone Limited: BBL was counsel to Bank Gaborone against the Commissioner of Botswana Unified Revenue Service on a tax dispute which dispute was settled favourably in the Court of Appeal
■ ABB (Proprietary) Limited: Counsel to ABB (Proprietary) Limited, which has been joined to extant litigation as a third party in relation to a BWP 27 000 000.00 wrongful death and personal injury claim

Banking & Finance:
Examples of major transactions:
■ Royal Gold Inc. (RG): Acted as local Botswana counsel to Royal Gold Inc. (RG) and its wholly-owned subsidiary, RGLD Gold AG, in a transaction in which RG entered into a metals streaming purchase and sale agreement with a Botswana mining house in a transaction valued at USD265 000 000.00
■ PPC Limited: Local counsel to PPC Limited (as Borrower) in respect of Botswana aspects of a ZAR1 000 000 000.00 restructuring of medium- term funding
■ Textron Financial Corporation: Counsel to Cessna Aviation’s financial lending arm in a USD15 000 000.00 transaction to enable a Mauritian entity to acquire 10 Cessna Aircraft for use by a Botswana sub-lessee
■ Standard Bank Mauritius: Standard Bank Mauritius (Lender) in respect of a USD15 000 000.00 loan supported by Botswana security agreements effected by Capital Drilling Botswana (Guarantor)

Competition & Regulatory Work/Mergers & Acquisitions:
1 partner; 2 attorneys based in Gaborone, Botswana
Bookbinder Business Law was appointed as Statutory Manager of Stockbrokers Botswana Limited (“SBB”). The appointment was to ensure that SBB returned to regulatory compliance by reviewing internal; policies and complying with regulatory requirements. The firm has effected a number of merger filings with the Competition Authority including procuring approvals for the Botswana component of major international transactions. The firm has also represented the Competition Authority as counsel before the Competition Tribunal and for the provision of opinion work.

Competition & Regulatory Work/Mergers & Acquisitions:
Examples of major transactions:
■ Puma Energy: Local counsel to Puma in respect of its acquisition of BP’s downstream petroleum marketing business in Botswana
■ Trans Africa (Proprietary) Limited: Acted for Trans Africa (Proprietary) Limited, a leading FMCG retailer, in complaint proceedings brought by the Competition Authority
■ Nigel Dixon Warren, N.O.: Acted for the provisional liquidator of VPB Propco (Proprietary) Limited, being then the Botswana franchisee of the Kentucky Fried Chicken business, in the merger notification proceedings to the Competition Authority for the disposal of the KFC Botswana business
■ Competition Authority: The firm has also represented the Competition Authority as counsel before the Competition Tribunal and for the provision of opinion work.

Corporate & Commercial:
Examples of major transactions:
■ BCL Limited (In Liquidation): Acting as corporate counsel to the liquidator of BCL Limited in restructuring the regulated assets for BCL Limited (In Liquidation)
■ Imara Holdings Limited: Counsel to acquirer in the USD15 Million unsolicited takeover of Imara Holdings Limited for and on behalf of FWA Limited
■ Tati Nickel Mining Company Limited (In Provisional Liquidation): Acting as corporate counsel to the liquidator of Tati Nickel Mining Company Limited (In Provisional Liquidation) in a proposed scheme of arrangement and sale of shares

Conveyancing & Real Estate:
Examples of major transactions:
■ iTowers Sectional Title Scheme: BBL acted for developer of Botswana’s largest mixed use sectional title scheme comprising over 150 units in a twin tower development in Gaborone’s new financial district
■ Airport Junction Mall: BBL acted for pension funds in BWP380 Million extension of Gaborone’s largest mall
■ Botswana Innovation Hub: Acting for Botswana Innovation Hub in effecting development agreements with third party lessees of property in Innovation Development Hub

Employment Law:
Examples of major transactions:
■ BCL Limited (In Liquidation): Acting for BCL Limited (In Liquidation) as legal counsel in a restructuring exercise pursuant to which 5,000 employees were taken through a retrenchment process
 ■ African Banking Corporation (BancABC): Counsel to BancABC in the exit settlement negotiations of senior management following the acquisition of BancABC by Atlas Mara ■■ AON Botswana (Proprietary) Limited: Acting on behalf of AON Botswana (Proprietary) Limited in the exit settlement negotiations of senior management
 ■ Kgalagadi Breweries (Proprietary) Limited (‘KBL’): Represented Kgalagadi Breweries Limited in unfair dismissal claims brought to the Industrial Court by its former employees

Mining & Energy:
Examples of major transactions:
■ Hatch Energy: Acted as legal counsel to a consultant team to Botswana Oil Limited in respect of a proposed USD10 000 000 000.00 coal-to-fuel project

Trusts & Estates:
Examples of major transactions:
The firm has assisted as executors of estates and drafted wills on behalf of clients. In addition, it has successfully lodged trust instruments on behalf of clients at the Deeds Registry. Whilst this is not a major part of the firm’s practice, with the advent of the Trust Property Control Act, the firm has seen an increase in instructions in this area and it has assisted clients with registering their trusts with the Master of the High Court which is a new requirement of the Act.

Capital Markets:
Examples of major transactions:
 ■ Capricorn Investment Group Limited: Botswana counsel in the dual listing of a Namibian listed NAD5 000 000 000.00 Note Programme on the Botswana Stock Exchange
 ■ Investec Limited: Botswana counsel for Investec Limited in the dual listing of a ZAR15 000 000 000.00 Note Programme on the Botswana Stock Exchange
■ Botswana Development Corporation: Counsel in respect of the approval and listing of Notes in respect of BDC’s BWP1,000,000,000.00 Secured Note Programme