Firm / Organisation

Ligomarc Advocates

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This content is provided by Ligomarc Advocates.

Managing Partner: Kabiito Karamagi
Number of partners: 4 Number of lawyers: 17
Languages: English

Firm Overview:
Ligomarc Advocates is a corporate law firm that has distinguished itself as Uganda’s leading financial law practice and a market leader in insolvency, advisory services, banking and energy law. Over the years, Ligomarc has built a blend of expertise from the complex and ground breaking assignments it has handled. This expertise enables the firm to be at the forefront of many significant legal developments in financial law in Uganda. Despite the firm’s growth and evolution, it remains committed to innovating new ways to meet and exceed its client’s expectations. Ligomarc is the first and only ISO 9001:2008 certified Law Firm in Uganda. Ligomarc’s unique approach and work culture helps deliver its core values: Integrity, Relationship, Excellence.

Main Areas of Practice & Notable Deals:  

Banking & Finance:
■Advising Bank of Uganda on the structure of the documentation used for Repo transactions in the Inter-bank market. This case includes the review of the global master purchase agreement for sale and repurchase transactions and the creation of a Uganda Schedule for the Agreement
■Engaged by Uganda Development Bank Limited to conduct a forensic audit on the bank’s portfolio with a view to identifying weaknesses in the projects and advising on appropriate remedial action that could be undertaken by the Bank. The firm also advised the bank on the review of its credit underwriting policies and processes
■Carried out an audit for Barclays Bank Uganda to establish existing flaws in previous lending transactions. Ligomarc developed a tool to guide the bank in making final audit decisions at the end of the credit underwriting process. The firm continued to conduct final review checks for each project appraised until internal capacity was realised
■Advised and prepared standard documentation for at least four financial institutions in Uganda for use in the asset-backed finance products of the respective institutions. The standard documentation designed included: asset backed equipment loans, finance leasing documentation and operating leasing documentation. The firm also worked on leasing litigation, establishing itself as the undisputed leader in financial leasing law
■Engaged by Dfcu Bank to review and redraft standard legal documentation (including transactional and security documents) for all its credit products. The review included rendering guidance on process issues relating to the products, where necessary
■Created Uganda’s first asset reconstruction company,to assist the financial sector, businesses and the economy

Insolvency Practice:
■Appointed as receiver/ manager by the Uganda Revenue Authority in the first ever receivership instituted in Uganda by a taxing authority for the purpose of recovering tax arrears. The receivership was over a leading local television station, and was successfully concluded through the sale of the station’s assets to new broadcasting investors in Uganda
■Currently engaged in the receivership of one of Uganda’s leading steel processing companies and one of the leading construction firms in East Africa in a cross boarder matter involving three lenders to recover over USD 100,000,000
■Acted as receiver/manager for a consortium including a regional development bank to recover over USD 10,000,000, 00 from Uganda’s largest fish processor and exporter
■ Partners acted as restructuring advisors/liquidators and as receivers appointed by debenture holders over several companies across various sectors in Uganda including: the hotel industry; financial sector (microfinance); agroprocessing; education sector (schools); IT
■Served as Lead Counsel for the petitioner leading a team of advocates during the hearing of the petition to wind up a cigarette manufacturing company in High Court Companies Cause no. 18 of 2002: In the matter of Winding up of Mastermind Tobacco Uganda Ltd). The firm successfully applied for and obtained an order appointing an Interim Liquidator over the company’s assets, the first such order made in Uganda’s history
■Part of a team of consultants that was retained by Uganda Law Reform Commission to study, review and reform the laws governing corporate and individual insolvency, cross border insolvency and deeds of arrangement leading to the enactment of the Insolvency Act, 2011
■Contracted by Uganda Registration Service Bureau to assist the Official Receiver to put in place appropriate structures for the effective implementation of the next insolvency regime in Uganda ■■Appointed liquidators of a microfinance institution in Uganda on the settlement of claims and successful distribution of all remaining assets of the company to creditors. The liquidation was handled at a minimum cost but also mitigated risk associated with the winding up of a company

Energy & Infrastructure:
■Advised the China Civil Engineering Construction Corporation (CCECC) in its bid to construct the USD 8bn Uganda Standard Gauge Railway. CCECC was subsequently awarded part of the railroad to construct
■Advised China International Water & Electric Corporation in its bid for the construction of a 184 MW USD 500m Isimba dam and the 600MW USD 2.2bn Karuma Power Project contract with the Government of Uganda
■Engaged by a leading local bank to advise it in the financing of a 6.5MW Hydro power plant. The role included provision of a comprehensive legal due diligence and guidance on the structuring of the project
■Advised Uganda Energy Credit Capitalisation Company Limited on the development of ten mini hydro plants with a total generation capacity of 6.5MW. Advice included: obtainment of grant funds, engagement of consultants and contractors and concessioning of the mini-hydo projects
■Advised the Privatisation Unit (PU) on the divestiture of 20% stake in Kinyara Sugar Works which was to be sold to employees and out growers through developing share ownership schemes for both out growers and employees
■Retained by the Uganda National Roads Authority for over five years during which time it provided advice and Court representation on legal matters related to road transport including land acquisitions, compensation, contracts and valuation among others
■Retained by the Uganda Electricity Transmission Company Limited (UETCL) to provide legal and advisory services on the termination of its agreement with Isolux Ingeria following the announcement of the contractor’s global bankruptcy proceedings. Advised on the claims UETCL was entitled to and the most cost-efficient way to terminate the Agreement and proceed with its infrastructure project
■Advised the Electricity Regulatory Authority on the following matters: Implications of the proposed amendment of the UMEME (the electricity sector leading distribution license holder) Licenses on the concession agreement signed with the Government of Uganda and on the legality of the amendments. This project entailed advising on the implications of the proposed amendments, the lease agreements, the power purchase agreement, the Government Support agreement, and all agreements relating to the escrow account and standby letter of credit. It was also required to advise the Authority on the possible actions it could take to protect its interest in the concession arrangement
■The firm negotiated a settlement requested by Umeme to resolve disputes in respect of amendments made by ERA to UMEME’s electricity supply license (USD 90m). This was concluded before a ruling was issued by the Tribunal
■Advised on regulatory issues arising from the transfer of shares in Umeme Limited by Umeme Holdings Limited to third parties. Advise included issuance of legal opinions on whether the change of control was effected in accordance with the law, and on the implications of the change of control on the UMEME Limited’s distribution licenses
■Developed model financing agreements for Uganda Road Fund for the purpose of channelling financing to the designated agencies for the provision of road maintenance
■As part of a team under Montrose, the firm advised on the applicable legal and regulatory framework to the Resettlement Action Plan for an oil refinery. The firm ensured that the RAP was prepared in a manner that took into account applicable laws in Uganda for resettlement as well as the IFC principles applicable to environmental and social issues
■Engaged by Barclays Bank Uganda Limited to prepare loan and security documentation and conduct a due diligence for the financing of a private electricity distribution concessionaire to extend the distribution network

Insurance & Retirement Benefit Schemes:
■Advised on the Demerger of Life and Non-Life Insurance Business for UAP. Executed the demerger and was engaged in the establishment of UAP life Assurance Uganda Limited where it currently serves as company secretary
■Engaged by UAP Insurance Uganda Limited to regularise the Employee Retirement Benefits Scheme which was established prior to the enactment of the Uganda Retirement Benefits Authority Act, 2011 ■Advised UAP life on creating an umbrella pension scheme that allows different companies to pull funds together under one regulated institution for better and easier management

Tax Advisory:
■Engaged by Belgian Investment Company for Developing countries (BIO) to provide advice on potential lending transactions. As part of its assignment, the firm was engaged to obtain a ruling on withholding of tax on the interest earned from the monies advanced to entities
■Engaged by Gatsby Microfinance as legal and tax advisor when the company entered into a sale of business agreement under which it disposed of transferred certain aspects of its business
■Advised Ibero Farmers Ltd, a member of the Neuman- Caffe group on the potential tax liability of its farmer financing scheme
■Engaged to provide legal services in seeking a private ruling on the tax status of Bank of Uganda’s Retirement Benefits Scheme
■Advised GFI (U) on the value added tax liability assessed for the fuel marking services by Uganda Revenue Authority.
■Engaged by the Uganda Leasing Association to pursue obtainment of tax ruling from Uganda Revenue Authority on the stamp duty payable on finance lease