ChimukaMafunga Commercial Attorneys

Firm Details:

Managing Partner: Chipo M. Mafunga

Senior Partner: Norman Chimuka

Junior Partners: Wellington Musengwa, Tonderai Sena

Number of partners: 4

Number of lawyers: 12

Languages: English, Shona, Ndebele

Firm Overview:

ChimukaMafunga Commercial Attorneys (CMCA) is a full service commercial law practice in Zimbabwe established in 2020. CMCA is currently expanding into the SADC region. The firm has a dynamic and versatile team which renders legal advice that is practical, relevant and individually tailored to meet the specific needs of each client. The firm's principal objective is to provide innovative and commercially apt solutions to its clientele.

Main Areas of Practice:

Corporate Advisory and Commercial Transactions:

The firm advises on a range of commercial transactions, including the following:

• mergers & acquisitions;
• restructurings;
• capital markets transactions e.g. listing, delisting, capital raising etc.;
• trade agreements.

Examples of transactions concluded:

• Restructuring and unbundling of Kuvimba Mining House (Private) Limited;
• Acquisition of Lafarge Cement Zimbabwe Limited from the Holcim Group;
• Delisting of Khayah Cement Limited from the Zimbabwe Stock Exchange (ZSE);
• Delisting of Bindura Nickel Corporation from the ZSE and its simultaneous listing on the Victoria Falls Stock Exchange (VFEX);
• Acquisition of a significant stake in First Mutual Holdings Limited by CBZ Holdings Limited;
• ZB Financial Holdings Limited’s acquisition of a control block in Mashonaland Holdings Limited and offer to minorities;
• Advised a giant mining company on a non-recourse public private partnership project;
• Advised on four acquisitions in the petroleum industry involving leading petroleum companies.

Regulatory and Compliance:

The firm assists organizations to adhere to mandatory laws, industry regulations, and internal policies to minimize legal, financial, and reputational risks. The firm has a good rapport with the majority of regulators in Zimbabwe. The firm advises on:

• ZIDA Investment Licenses;
• Exchange control compliance and approvals;
• Policy development and internal controls;
• Corporate governance;
• Anti-Money Laundering (AML);
• Data protection laws;
• Environmental law compliance;
• ESG compliance.

Construction and Energy Law:

The firm is proficient in all the FIDIC books. It has advised on the following notable infrastructure projects in Zimbabwe:

• construction of the NOIC Gas Gantry in Ruwa Zimbabwe, a first of its kind;
• advised the contractors on the Harare-Beitbridge Road, including advising on project financing arrangements;
• advised the consortium of contractors on the construction of the biggest road interchange in Zimbabwe, including advising on project financing arrangements;
• advised on the construction of fuel farm at Zimbabwe's biggest platinum mine;
• advised on the construction of various service stations and fuel depots by leading fuel traders;
• advised on the construction, operation and decommissioning of the Dema diesel powerplant;
• advised on the construction of a 5-megawatt IPP Project;
• advised on the construction of a 45MW solar plant at Zimbabwe's biggest platinum mine;
• advised on the establishment of a coal-bed methane gas plant.

Mining Law:

The firm represents leading gold, platinum (PGMs), lithium and base metal producers. It has a track record of successfully completed projects in all mining provinces in Zimbabwe. The firm is proficient in respect of the following:

• mining laws and regulations;
• registration of mining title;
• transfer and hypothecation of mining title;
• exploration and other mining agreements;
• mining dispute resolution;
• environmental compliance;
• construction of processing plants up to offtake agreements, including Private Public Partnerships (PPPs).

Insolvency Law:

The firm has vast experience in local and cross border insolvency matters. It has advised on several insolvency related matters including corporate rescue (formerly judicial management), liquidation and reconstruction of State-Indebted Insolvent entities. Notably, the firm has advised various entities, insolvency practitioners and creditors during insolvency including in respect of the following: Khayah Cement Limited, Shamva Mining Company (Private) Limited, Mazowe Mining Company (Private) Limited, Phoenix Consolidated Industries Limited, Three M Fuels (Private) Limited, Bindura Nickel Corporation Limited and Makomo Resources (Private) Limited.

In respect of cross border insolvency, the firm is advising a consortium of investors, including Fund Managers, in the ongoing business rescue of South Africa's leading sugar producer with operations in Mozambique, Zimbabwe and Botswana.

The firm's expertise includes:

• advising distressed companies on out-of-court workouts, debt-for-equity swaps, refinancing, or formal insolvency proceedings;
• instituting and handling corporate rescue and liquidation proceedings;
• contesting or defending claims in court, including breach of fiduciary duties, voidable transactions, and challenging unfair creditor preferences;
• advising secured and unsecured creditors, including banks and financial institutions, on recovery strategies, enforcing security, and debt collection;
• advising on specialized insolvent acquisitions and post-commencement financing structures;
• managing complex international cases that involve assets or subsidiaries across different jurisdictions, often navigating varied legal frameworks.

Tax Law:

The firm has a vibrant tax department which provides tax advice across all tax heads, including but not limited to, income tax, capital gains tax, value added tax and customs and excise act. The firm's expertise includes:

• Taxation in connection with business formation and restructuring and tax efficient structures;
• Tax issues relating to the purchase and sale of businesses and real estate;
• Tax issues in corporate re-organization;
• Succession planning;
• Group taxation and joint taxation;
• Tax litigation;
• Taxation of individuals;
• Taxation of financial products;
• Double Taxation Agreements (DTAs).

Banking and Finance:

The firm advises a number of local financial institutions on all aspects of banking and finance law, including in respect of:

• Corporate finance;
• Acquisition financing;
• Bonds;
• Project finance (recourse, non-recourse, asset backed etc.);
• Financial regulation;
• Security perfection and foreclosure;
• Loan syndication;
• Corporate lending
• Real estate financing;
• Asset financing and refinancing;
• Exchange control regulations;
• Debt management and recoveries.

Intellectual Property Law:

The firm recognizes that intellectual property is one the greatest assets that clients hold, and unlocking its value is a key element in any business success. Effective protection of intellectual property protects clients’ image, reputation and goodwill. The firm has extensive knowledge on the registration and robust enforcement of intellectual property rights, both under the Zimbabwe Intellectual Property Organization (ZIPO) and African Regional Intellectual Property Organization (ARIPO) systems. The firm advises clients on the following:

• Registration and/or assignment of trademarks, copyright, patents, industrial designs and geographical indications;
• IP licensing and assignment agreements;
• Software development and maintenance agreements;
• IP due diligence and audits;
• Surveillance and enforcement of intellectual property;
• Litigation on infringement of IP rights.

Conveyancing and Real Estate:

The firm has a vibrant conveyancing department which advises on the following:

• commercial and residential developments, sale agreements and lease agreements;
• transfers of title as a result of or in terms of sale transactions, liquidations, auctions, court orders, foreclosures, divorces, donations, deceased estates and insolvent estates;
• financial structuring of property transactions;
• securitization of property transactions.

Litigation and Alternative Dispute Resolution:

The firm has a vibrant and agile litigation department which represents clients before the Zimbabwean courts at all levels, including the Magistrates Court, High Court (and other specialized courts) and Supreme Court. The practitioners have in-depth knowledge of the formal processes and the practical framework for structuring and presenting cases before the courts and tribunals. The firm's primary focus is to guide clients safely through negotiations, litigation and alternative proceedings that are relevant to resolve disputes and ensure cost-effective solutions.

Employment Law:

The firm has a wealth of experience in disciplinary hearings, employment law litigation, arbitration proceedings and general civil law litigation. The firm assists both private individuals and corporates in resolving employment related disputes.

Offices:

Address: 38 Argyll Drive, Newlands, Harare, Zimbabwe

Web: www.chimukamafunga.com

Tel: +263 242 254 531-2

Email: [email protected] | [email protected]