Asembo & Company Advocates undertakes corporate and commercial work which includes:
a. Incorporations & company secretarial services
Advising upon the establishment of new business ventures and entities, including Banks, Insurance Companies, Micro-finance Enterprises, National Government Oganisations, Trusts, Export Processing Zones and Venture Capital and Joint Venture Companies and the provision of company secretarial services for its well established clients.
We advice on the general corporate law including incorporation and legal formalities, shareholders’ agreements, commercial considerations, management and administration, shares and share capital, borrowing and debentures, share sale agreements, acquisitions, reconstructions, amalgamations (mergers) and de-mergers, management buy-outs, winding up, and liquidation, project finance, subordinated loans and state loans, financial services and investment banking support and forward funding agreements.
b. Re-structuring
Advising on the restructuring of companies or groups and on the structuring of commercial transactions to ensure that they are conducted in a cost/tax efficient manner.
c. Preventive lawyering & corporate discipline
Advising on all aspects of the day-to-day operations of a corporation as they are primarily established to make money for their owners and to provide a service to the community. Non observance of the law is a principal source of corporate liability which goes to reduce profitability. Preventive lawyering is a new concept geared towards enhancing corporate discipline and profitability through due observance of the law.
d. Regulatory Advice
Providing advices on regulatory and compliance matters in the filed of Banking, Building Societies, Sacco’s, Insurance Companies, Telecommunications, Mining, Power and Energy Sector, Environmental Law, Monopolies, Capital Markets and the Nairobi Stock Exchange.
e. Contracts
Undertaking, drafting and advising on commercial contracts of all descriptions for example:
i. Leasing contracts.
ii. Supply contracts.
iii. Distribution and Franchise Agreements.
iv. Shareholders and Partnership Agreements;
v. Computer software and Licensing Agreements.
vi. Parastatal and Governmental Contracts; and
vii. Employment, Management and Consultancy Contracts.
f. Due Diligence & Legal Opinions
Conducting due diligence, in the course of undertaking commercial transactions right from preparing the initial enquires and carrying our full investigations to fully reporting on its findings. In addition to preparing due diligence reports, the firm also provided legal opinions as required both in respect of transactions as a whole and/or in respect of Kenyan law and specific legal issues.
g. Capital Markets & Corporate Finance
Facilitating capital markets transactions, both on the Nairobi Stock Exchange and the Stock Exchanges of other jurisdictions.
The scope of the Capital Markets work undertaken by the firm includes:
i. legal due diligence in public floatation’s and private acquisitions.
ii. floatation of companies and Bond issues by way of public offers for sale and subscription.
iii. take-overs of companies listed on the Nairobi Stock Exchange.
iv. Government and parastatal privatizations;
v. Share rights issues;
vi. Advice on compliance with capital market legislation and the NSE rules and regulations;
vii. Structured & corporate finance.
We generally advise on private placements of equity and debt securities, primary and secondary public issues of equity and debt securities, privatizations, loans, bonds and securities regulation, title finance, derivatives, factoring and securitizations, set-off and netting and inward investment.
h. Foreign Direct Investment
Advising on all legal aspects of foreign direct investment including legal structures (setting up branch offices, new companies or acting through agents), deal structures, regulatory compliance and employment and immigration law issues.
The firm acts for a large variety of international clients; commercial enterprises, development aid agencies, micro-finance corporations and charitable institutions.
We provide advice on Kenyan compliance issues for foreign companies both in terms of..
Establishing businesses in Kenya, seeking greater interest in and otherwise making investments in Kenyan companies, by way of loans and/or equity participations.
We also provide foreign lawyers and investors with legal opinions and certifications on Kenyan law issues both in conjunction with larger projects as well as on specific legal matters and advises on the tax implications of doing business in Kenya.
i. Mergers & Acquisition
The firm handles a substantial and wide variety of acquisitions and disposals, of companies, businesses and assets, and is able to render prompt and efficient advice and progress a transaction in a timely and cost effective manner.
The Firm also advises on re-structuring and establishing institutions and undertakes al aspects of mergers, joint venture and take-overs in varied industries including:-
a) Banking
b) Insurance and Health Care
c) Industrial and Manufacturing
d) Telecommunications
e) Pharmaceuticals
f) Leisure industry
In connection with the above, we advise on compliance with the Monopolies, Take-overs and Mergers legislation to ensure observance of all rules and regulations, as amended from time to time. Lawyers in the Firm are knowledgeable of and proficient in drafting the various documents and agreements required, including but not limited to Letters of Offer, Shareholders Agreements, Joint Venture Agreements, Articles of Association, Notices and other statutory documents.
j. Finance, Banking Law & Securities
We provide a full range of loan and security products for banks, lenders, arrangers, sponsors and borrowers for financial institutions and act on their behalf in connection with their implementation of banking and project finance loan agreements and securities in respect of:-
a) Land
b) Fixed assets
c) Moveable assets
d) Book debts
e) Hire – purchase
f) Conditional sales
g) Non-performing assets.
The securities range from simple charges and debentures to guarantees and complex debenture trust deeds and related documents.
We also handle local and international bank syndications. We also advise upon and act on a variety of Asset Leasing (e.g Aircraft, Motor vehicles, Plant and Equipment) transactions.
The Firm has vast experience in Banking and Financial Transactions in such key aspects such as negotiations of single lender as well as syndicated local and international loan arrangements, loan recoveries and security realizations.
The Firm also offers advice to development agencies, micro-finance and sector development projects, and advises on project and agreement structures, undertakes the preparation of complex loan and security documentation to enable project implementation.
k. Taxation
Our tax specialists provide advice on all aspects of Kenya’s direct and indirect taxes and revenue law and regulation for individuals and corporate/institutional clients. Tax structuring is an important component of our corporate and commercial work.
We also provide second opinions to Tax Accountants and undertake tax appeals to the local tax committees and authorities.
The scope of services offered by the firm includes advices on:
a) Income tax/corporation tax
b) Customs and excise tax
c) Value added tax
d) Stamp duty
e) Resident/non-resident withholding tax
f) Assessment, collection and recovery.
g) Exemptions/double taxation relief
h) Appeals and recoveries generally
l. Intellectual Property
We run a trade mark and patent agency in Kenya. We act for local and international clients on registration and protection of all forms of intellectual property, technology and other forms of licensing agreements, plant breeders’ rights, trademarks, patents and copyright law and we undertake registration of rights through regional and international organizations.
m. Franchising
We advise on Franchising Agreements for both international and local franchisers, and we also develop appropriate franchise agreements.
n. Oil Energy & Mining
We offer advise on all aspects of the Kenyan Energy sector and on oil, mineral and precious stone exploration and mining operations in the country and the Kenyan legislation relating thereto, namely the Mining Act, the Electric Power Act, and the Petroleum (Exploration and Production) Act, and also develop appropriate agreements thereto.
In association with our practice in Environmental Law, we are better able to guide our sector clients through the Environmental Law and regulatory issues affecting their exploration and mining operations.
o. Civil Aviation, Aircraft Leasing & Financing
We offer advice on all aspects of the Kenyan Civil Aviation sector, right from the setting up of civil aviation companies in Kenya, and also:-
i) Advising on general civil aviation law, and on the regulatory aspects of the aviation industry.
ii) Advising and handling transactions both locally and internationally on aircraft financing and acquisition.
iii) Advising and carrying out transactions relating to the acquisition registration of aircrafts titles, aircraft leasing and sublease, aircraft mortgage and also sales and financings of aircraft engines.
iv) Advising on repossessions/sales of various aircraft and/or aircraft engines.
v) Advising and handling aviation insurance claims and settlement. In association with our practice in Finance Law, even aspects thereof such as international financing and asset financing, we are better able to guide our sector clients through the civil aviation law and regulatory issues affecting their operations
FIRM OVERVIEW
Our Story In 20 Years Of Experience In Legal Solution
STARTED IN
0
HAPPY CLIENTS
0
SUCCESSFUL CASES
0
HONORS & AWARD
0
OUR ATTONERY
Asembo & Co. Advocates comes with a dedicated in house team of Lawyers and predatory lending specialists to ensure that our clients needs are met as efficiently and effectively as possible. At the helm of the firm sits Robert J. A. Asembo
Professional Qualifications:
LLM.(Tax Law). (University of South Africa), LLB.(Hons). (University of Nairobi, Kenya), Dip.Advocacy (Kenya School of Law)
Practice Experience:
Over 16 years (Cumulative); Chambers of Justice, ANPPCAN Kenya, Asembo & Co. Advocates.
Professional Memberships:
Advocate, High Court of Kenya and Member of Law Society of Kenya.
Professional Qualifications:
LLM.(Tax Law). (University of South Africa), LLB.(Hons). (University of Nairobi, Kenya), Dip.Advocacy (Kenya School of Law)
Practice Experience:
Over 16 years (Cumulative); Chambers of Justice, ANPPCAN Kenya, Asembo & Co. Advocates.
Professional Memberships:
Advocate, High Court of Kenya and Member of Law Society of Kenya.
