Ligomarc Advocates

Firm Details:
Managing Partner: Kabiito Karamagi
Founding Partner: Ruth Sebatindira SC
Number of partners: 4
Number of lawyers: 21
Languages: English

Firm Overview:
Ligomarc Advocates is a leading financial, infrastructure and corporate law firm in Uganda with over nineteen (19) years’ experience. The firm has built a blend of expertise out of some of the most complex and ground breaking assignments that it has handled over the years.

Ligomarc Advocates' lawyers have thus become multi-specialists equipped to handle a broad range of legal matters affecting entities across a broad spectrum of industries. The firm leverages upon its experience and industry knowledge to provide its clients with advice that is practical and sensitive to their needs. Ligomarc Advocates' unique approach and work culture is built on its values of Integrity, Relationship and Excellence. As a commitment to its provision of quality services to our clients, Ligomarc Advocates is the first law firm in East Africa that has received the ISO certification ISO-9001:2015 in respect of its Quality Management system.

Main Areas of Practice & Notable Deals:  

Banking & Finance: 

• Advised a global financier, on an intended funding of over Euros 2,000,000 to a French entity with a Ugandan subsidiary. The firm also conducted a due diligence on the Ugandan subsidiary, the first company in Uganda to introduce battery driven motorcycles operating in Uganda’s capital, Kampala.
• Advised one of Uganda’s telecom companies on the obtainment of its National Telecom Operator license issued by the Uganda Communications Commission. Also engaged to assist with its compliance obligations under the license including the requirement to list with the Uganda Securities Exchange.
• Thef irm, together with Uganda Banker’s Association, is involved in the operation of the first Asset Reconstruction Company (ARC) in Uganda, established to assist the financial sector, Businesses and the economy as whole, to adequately manage debt in view of the obsoletion of the Non-Performing Assets Recovery Trust
• Advised a sugar manufacturer on a syndicated facility it was obtaining from a financial institution worth USD 22,750,000 and UGX 46,550,000,000.NPART).
• Engaged by a development finance institution to advise on a syndicated project finance facility of USD 12million that was to be extended to one of its clients. The firm was tasked to guide on the most appropriate approach the syndicated loan should adopt to protect the interests of all the financiers.
• 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 Absa Bank( Formerly 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:
■ Advised an International LLP (UK office) on a transaction involving the management and supervision of a potential insolvency of one of its clients, a notable telecom and internet data service provider in Uganda, against a liability of approximately USD 5,000,000 (United States Dollars Five Million Only).
■ Advised the Liquidators of an Investment Corporation, a company incorporated in the Cayman Islands, on the application of the cross – border insolvency regime and local regime on the tangible and intangible assets of the company’s subsidiaries in Uganda.
■ Advised on the reorganization of the foreign company's subsidiary’s corporate structures in a manner that facilitated the objectives of the Parent’s insolvency without compromise the subsidiary’s dutiesto its local creditors.
■ Appointed as receiver by a leading financial institution in Uganda, to recover over USD 12,300,000 (United States Dollars Twelve Million Three Hundred Thousand Only) from one of its notable debtors in the oil and gas sector.
■ Appointed as an Administrators of, an information and communication technology network company in Uganda, to reorganize and restructure the company and adjudicate large debts of about US$200,000,000 (United States Dollars Two Hundred Million Only).
■ Appointed as Caretaker Managers under the Copyrights and Neighboring Rights Act, 2006 to supervise, manage and restructure the corporate structure for one of the oldest and largest collective management organization.
■ Advised the Administrator of one of Uganda's largest Telecom company on the admission and subordination of claims by shareholders and their affiliates in the sums of approximately US$ 100,000,000 (United States Dollars One Hundred Million Only) and the admission of creditor interest claims in insolvency in the sums of US$ 3,000,000 (United States Dollars Three Million Only).
■ Appointed as Receiver/ Manager of a renown logistics and shipping company to recover monies due to a leading international Bank.

Energy & Infrastructure:  

• The firm provided a legal opinion to a renown oil company in regards to the crude oil agreement they intended on entering on issues regarding competition law.

■ 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 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: 

• The Firm is retained by one of Uganda's largest insurance Companies as the Company Secretary and Legal Advisor. As a highly regulated entity, the Firm keeps the Company informed of all regulatory requirements and ensures that the Company meets the compliance requirements.

■ 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 Central Bank to provide tax advisory services to advise on the Taxation of one of its Retirement Benefits Scheme to which tax assessments that had been issued by the Taxing Authority. The firm represented the Scheme at the Tax Appeals Tribunal and the matter was ruled in favour of the Scheme declaring it a Settlor Trust. The Firm has been further engaged to represent the Scheme on appeal following the decision of the Tax Appeals Tribunal in favour of the Scheme;
■The Firm is engaged by a Multinational Microfinance Group to provide tax compliance services and routine tax advisory to its group entities in Uganda.
■ The Firm has also been engaged to prepare transfer pricing documentation for a Tier II financial institution to facilitate its operations with associated entities across the Group
■ Advised a Multi-million cosmetic company on the tax implications of a supposed restructure of its operations from individual to group management.
■ Advised an international Non-Profit Organization on the remittance of Income Tax and Value Added Tax on the disposal of assets and we have also pursued Private Rulings on the tax exemption of the Organization.
■ Engaged by an International Non-Profit Organization to advice on the tax implications of an agency notice issued to recover tax liability by the Taxing Authority and to conduct tax compliance checks on the respective tax heads of Withholding Tax, Value Added Tax, PAYE and Income Tax.

• Advised a multinational telecommunication company on the tax implications of purchasing a business as a going concern.

Litigation:  

• The firm represented a renowned business man in the Court of Appeal of Uganda, in a case that redefined the scope and context of bonafide occupants (kibanja holders) in Uganda.
• The firm represented a leading financial institution in Court of Appeal which found in our favour. The decision saved the Appellant approximately Uganda Shillings 1,400,000,000(One Billion and Four Hundred Million). The decision is a locus classicus on finance leasing in Uganda since it is the only Court of Appeal case on the position of the law on finance leasing in Uganda.
• The firm represented an agricultural company in a labour dispute which was decided in our clients favor hence saving the client over Uganda Shillings Three Hundred Million.
• The firm successfully argued an appeal for a leading financial institution wherein court pronounced its self that a mortgagee has the power to appoint a receiver in addition to exercising powers of sale and need not first notify the mortgagor of the person appointed.

Corporate Fraud: 

• The team together with CID Cracked down the racket which was carrying out suspicious online card fraud and money laundering that had been executed by sub merchants who signed up for the flex pay system by a Technologies Limited.
• The team together with the criminal investigations Directorate of police tracked down employees of one of Uganda's largest shoe companies who were implicated in an embezzlement worth 4,000,000 USD. The firm tracked down the software that was being used to steal the company’s money.