Couto, Graça e Associados Limitada (CGA)

Chairman: Pedro Couto
Managing Partners: Pedro Couto, Telmo Ferreira
Number of partners: 7
Number of lawyers: 34
Languages: English, French, Spanish, Portuguese

Firm Overview:
CGA — Couto, Graça & Associados is a Mozambican law firm. It developes its activities with the purpose of providing high quality legal services to its clients.
With 34 lawyers CGA has a strong reputation in corporate, concessions, PPPs, dispute resolution, labour and investment, as well as leading pratices in banking, real estate and tax. The firm is also acknowledge as a prominent advisor in a number of industry sectors, including the energy and natural resources and infrastructure sectors.
The firm is associated with the Iberian law firm Cuatrecasas, which integrates almost 1,000 lawyers and 28 offices in 13 different countries (Mozambique, Portugal, Spain, United States of America, United Kingdom, Belgium, Brazil, Angola, China, México, Colombia, Morocco).
CGA is a member of the ‘Lex Africa’, a unique legal service group with wide network of long lasting relationships with the African continent’s leading law firms. It is also a member of the AERIAL network, which aims to share information, expertise and resources on African aviation law; of IsFin, the world’s leading Islamic finance lawyers and a member of the International Bar Association.
CGA was distinguished in 2019 at the African Legal Awards in the category for ‘Environmental and Renewables.’

Main Areas of Practice:

Corporate & M&A:
The firm’s corporate and commercial practice advises clients on national and international corporate transactions, including mergers and acquisitions, capital market, joint ventures, private equity investments, corporate restructurings, corporate governance, assets and business transactions and collaboration agreements. This includes:
■ Legal assistance to concessionaires and operators of area 4 Concession of the Rovuma Basin
■ Transfer of participating interest on the operator of the Coral FLNG project (Operator of the Coral South reservoir of the Rovuma Basin)
■ Public offer of shares on Beverage and Energy sectors and listing with the Mozambican Stock Exchange
■ Acquisition of 49% of a Cement Company
■ Sub-concession of a power plant
■ Assignment of 15% of a major hydroelectric company
■ Issuance of bonds by Financial Institution and respective listing before the Mozambique Stock Exchange
■ Restructuring of Telecommunication Company’s share capital
■ Merger of banks
■ Merger of insurance companies
■ Acquisition of a beverage business
■ Transformation of paper factory
■ Regulatory intervention of a bank followed by a reduction and increase of its share capital
■ Acquisition of control of a bank
Partners: Telmo Ferreira, Emília Camacho

Banking & Finance:
The firm’s specialised finance practice includes counselling to all corporate and structured finance transactions, including asset, acquisition, corporate, project and structured financing; sale-and-leaseback transactions; other models of asset outsourcing; asset, mortgage and synthetic securitisations; assignments of credit; issuing of fixed-income and structured instruments as well as other financial instruments; and consumer credit.
■ Incorporation of banks
■ Regulatory intervention of Bank institution
■ Merge of Mozambican Banks
■ Legal Assistance regarding the Final Investment Decision and fulfilment of Conditions Predecent regarding Coral FLNG project (Operator of the Coral South reservoir of the Rovuma Basin)
■ Establishment of branches of foreign credit institutions
Partners: Pedro Couto, Telmo Ferreira
Managing Associate: Célia Francisco

Cross Border Financing:
■ Loan Financing for the construction of a hotel
■ Loan financing for the construction of a cement plant
■ Legal assistance in a loan finance for a financial restitution operating in Mozambique
■ Legal assistance in a loan finance for the rehabilitation of the emergency network of the electricity operating company
Partners: Pedro Couto, Telmo Ferreira
Managing Associate: Célia Francisco

Public Law & Regulatory Compliance:
The public law and regulatory practice includes advice to the following sub practice areas: energy, mining, oil and gas, infrastructure and PPPs. The practice includes lawyers from different areas with extensive experience in all sort of concession contracts, namely public-infrastructure projects and other forms of public-private collaboration and private finance initiatives.
■ Legal assistance to an oil company with the government of Mozambique for the negotiations on the LNG projects
■ Legal Assistance on development of a 30 Megawatt’s a solar project in the North of Mozambique
■ Legal assistance to the Hydroelectric power plant project
■ Providing legal consultancy services to Ministry of Mineral Resources and Energy in respect of the development of a Mozambique Energy Sector Reform Road Map
■ Legal Assistance for the development of a solar IPP project in relation to the PROLER Project (Promotion for Auctions of Renewable Energy Projects)
■ Legal assistance for the development and implementation of a 41 MW photovoltaic power plant in Mozambique, including negotiations and drafting of the Project Agreements and Financing Agreements, incorporation of the concessionaire and obtaining of all applicable licenses and approvals
Partners: Pedro Couto, Telmo Ferreira

Foreign Investment:
The firm has been advising all major companies on structuring of foreign investments in Mozambique regarding the specific framework for the realisation in the Mozambican territory of ventures that involve national or foreign private investments in order to assure the legal protection on goods and rights.
■ Advising a group of hotels on the investment extension of US$ 8.6 million for purposes of rebuilding and renovation of the a hotel and capital increase of share capital by means of new capital contributions in by converting a credit vis-à-vis
■ Advising a petroleum company on the investment extension for purposes of rebuilding of Matola Terminal and upgrade of Beira and Nacala Terminals
■ Advising Chinese mining company, Chinese entities and bid winners for the Chibuto Heavy Sands Deposit project in Mozambique
■ Advising acquisition and rebuilding of hotel worth USD 20 million
■ Advising mining company on transfer of shares
■ Advising on dissolution and liquidation of an hotel company operating on tourism area
Partner: Faizal Jusob

Litigation:
The firm provide clients with representation in all types of litigation; focusing matters of commercial, civil, criminal and administrative law. It also provides representation in mediation and arbitration.
Partner:Álvaro Pinto Basto

Labour & Employment:
The firm provides clients with multiple services, from strategic planning of employment specific treatment required by senior management, employment due diligence, as well as client representation during inspections by labour authorities, and in labour disputes, negotiations and litigation. This includes:
■ Draft/Review HR policies
■ Provide comprehensive and strategic employment advice including the process of termination of employment contracts, retrenchment process, calculation of severance, etc
■ Draft/review templates of employment contracts according the local law
■ Help Clients to understand compliance labour requirements
■ Advice on disciplinary proceedings
■ Advice on labour lawsuits
■ Assisting Clients on their needs regarding and immigration law in order to obtain work and residence permits
Partner: Rui Loforte

Intellectual Property:
The IP area provides legal advisory services in the process of registration of trademarks, patents, internet domain names, management, follow up and litigation of trademarks, patents, industrial designs as well as on the copyrights.
Partner: Rui Loforte