MMAN Advocates

Managing Partner: Carole Ayugi
Number of partners: 5
Number of other lawyers: 14
Languages: English, Kiswahili

Firm Overview:
MMAN is a leading corporate law firm that aims to provide innovative and meaningful legal solutions for its clients. Central to MMAN’s culture is a commitment to deliver a superior experience for its clients, by understanding their needs and exceeding their expectations. MMAN is proud to have been consistently ranked by leading international ranking firms such as Chambers Global, the ILFR1000 and the Legal500 as one of the leading commercial law firms in Kenya. MMAN is the sole Kenyan member of TerraLex, a pool of law firms rigorously vetted from strategically-resourced locations.

Main Areas of Practice:
Banking & Finance
Commercial
Corporate
Employment & Pensions
Litigation & Alternative Dispute Resolution
Projects
Real Estate

Banking & Finance:
The banking and finance group advises local and regional banks and international financial institutions. It has diverse experience representing regional banks in large and complex cross border corporate lending and securities arrangements. Lawyers have expertise in asset finance, corporate lending, real estate finance and pension backed lending.
Recent work includes:
■Advising Export Import Bank of the United States, the official export credit agency of the United States Federal Government, on a USD525m sovereign guarantee by the Republic of Kenya, including drafting and negotiation of the guarantee agreement with The National Treasury of Kenya and the Attorney General’s Office
■Represented the Government of Kenya in relation to an unsecured single currency export credit agency backed financing and related commercial loan
■Advised Equity Bank (Kenya) Limited, one of Kenya’s leading commercial banks with subsidiaries across Eastern Africa, in a USD88m secured term and revolving credit facilities with letters of credit and guarantees

Commercial:
The commercial practice provides structuring and regulatory guidance and advice to individuals and businesses on various commercial matters and related agreements, including advertising, betting and gaming, distribution, equipment leasing, franchising, manufacturing, supply of goods and services and trade finance.
Recent work includes:
■Advised Com21 Limited in relation to a service contract for the installation, testing and commission of goods and related services for the Government of Kenya’s Digital Literacy program in Primary Schools for ten counties
■Advised Media Edge Interactive Limited on the concession granted to it by Kenya Airports Authority in relation to the management of media for Jomo Kenyatta International Airport and Moi International Airport
■Advised Safaricom PLC on the legal framework, required regulatory approvals and commercial agreements for the implementation of ‘M-SHWARI’, the first mobile based savings and lending product

Corporate:
The corporate practice has years of experience guiding individuals and businesses through what can be complex transactions, often in heavily regulated sectors. The practice largely focuses on company law, corporate transactions, corporate insolvency, equity capital markets and partnerships.
Recent work includes:
■Advising ABB ASEA Brown Boveri, a Swiss-Swedish robotics, power, heavy electrical equipment and automation technology multinational corporation on the Kenyan aspects of its disposal of its power grid business to Hitachi Ltd.
■Advising ICEA LION Asset Management Limited on its acquisition of the fund management business and assets of STANLIB Kenya Limited including its unit trusts and NSE listed REIT
■Advising G4S plc, the world’s largest security group, on various aspects of the disposal of its shareholding in G4S Secure Data Solutions Kenya Limited the largest records management company in East Africa, to JSE listed firm, Metrofile, at a deal value of KES 2.1bn. Currently advising G4S plc on the separation of Cash Solutions Business from the other businesses namely Security, Electronic and Fire Services Businesses
■Advised The Carlyle Group on all Kenyan aspects on the anti-trust filing for the acquisition by the Carlyle Group and GIC of 100% AkzoNobel’s specialty chemicals business

Employment & Pensions:
MMAN advises employers and employees on employment law including contracts, benefits, restructuring and redundancies, collective bargaining agreements and share schemes. Lawyers advise actuaries, pension’s administrators, and scheme trustees on retirement benefits law and regulation.
Recent work includes:
■Advising Resolution Group Limited, a financial services firm with two insurance companies within East Africa, in the establishment of an employee share ownership plan, including holding consultative meetings with the client, tax advisors, the HR committee and the trustees, carrying out the corporate due diligence, setting out the execution model and reviewing all the constitutional documents and drafting and registering the trust deed and rules
■Advising Moringa School, a leading multi-disciplinary coding school committed to closing the skills gap in Africa’s job market, in the establishment of an employee share ownership plan, including holding consultative meetings with the client, tax advisors, the HR committee and the trustees, carrying out the corporate due diligence, setting out the execution model and reviewing all the constitutional documents and drafting and registering the trust deed and rules
■Advised the local subsidiary of Plessey International Limited, a telecommunications multinational, on a sale of business and assets involving the transfer of permanent, temporary and casual employees
■Reviewing and drafting the trust deed and rules to include contracting out of the state pension scheme provisions of pension backed mortgages and finally aligning with the newly legislated umbrella scheme regulations for the Zamara Fanaka Retirement Fund an umbrella scheme. Zamara is the sponsor of the scheme with 1,100 participating employers and 280,000 members

Projects:
The projects practice aims to be at the forefront of providing legal services to key project implementers in energy, engineer-ing and construction, infrastructure, transport, mining and metals and public private partnerships.
Recent work includes:
■Advising the acquirer of a 15% stake in a 40MW photo voltaic independent power producer including reviewing the share purchase agreement, the shareholders agreement, advising the acquirer on the terms of debt package including: the common terms agreement, the share pledge and the equity support, subordination and share retention agreement as well as attending to the equity and debt completion formalities as they affected the acquirer
■Acted as advisor to the sponsor of a proposed 500MW hydropower plant in relation to the build operate transfer and the power purchase agreement negotiations
■Advising the investor of a project company that has been awarded a PPP road construction project under the Government of Kenya’s roads annuity programme
■Representing Standard Medical Group Kenya Limited, a diversified healthcare service provider in a privately initiated concession transaction to establish a level five hospital on a build-operate-and-transfer basis in Homa Bay, Kenya. This is the first concession on the provision of health services

Litigation & Alternative Dispute Resolution:
MMAN represents clients involved in litigation at all levels of the Kenyan judicial system, before statutory tribunals and in disputes under mediation and arbitration.
Recent work includes:
■ The Supreme Court settling the law in a precedent setting decision” “The Supreme Court of Kenya, in a majority decision delivered on Friday the 6th of December 2019 in the case of Nyutu Agrovet Limited v. Airtel Networks Kenya Limited, set precedence in the arbitration practice area. Since the Arbitration Act was enacted in 1995, it has been presumed that a party aggrieved by the decision of the High Court on an application seeking to set aside an award, had no right of appeal to the Court of Appeal. The Supreme Court settled the issue by returning a finding that that an appeal can lie from the High Court to the Court of Appeal on a determination made under section 35 of the Arbitration Act (an application to set aside an award) where the High Court, in setting aside an arbitral award has stepped outside the grounds set out in the said section and thereby made a decision so grave, so manifestly wrong and which has closed the door of justice to either of the parties.
■Representing an international bank, ICICI Bank Limited, in a claim [in excess of USD 20m] against Karuturi Limited and advising the same bank on the appointment of a receiver over the company and its related subsidiary. Successfully obtained permission of the court to dispose of the assets of the borrower
■Representing Thomas & Piron Grand Lacs Limited, a contractor, in a construction dispute with a developer arising out of a contract performed in Rwanda. The subject matter value is in excess of KES 100m

Real Estate:
The real estate practice has years of experience in representing individuals and corporates in conveyancing, commercial and residential developments, leases and licenses. The firm has vast experience in assisting clients with acquisition and disposal of land, all aspects of a development project, including drafting agreements with project consultants and financiers, liaising with planning, environmental and surveying experts at the relevant stages of a transaction
Recent work includes:
■Advising Safaricom Staff Pension Scheme in its construction and sale of Crystal Rivers, a mixed use commercial and residential development on Mombasa Road, with an estimated value of USD35m. Advising KenGen Company Limited in its construction and sale of a mixed use development in Naivasha