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Dispute Resolution | Mergers and Acquisitions | Projects and Infrastructure
- Law Society of Kenya
- East Africa Law Society
- Chartered Institute of Arbitrators (UK)
- International Bar Association (IBA)
Chege Njoroge was admitted to the Kenyan Bar as an Advocate in 2006. He chambered in well known corporate law firms in Kenya where he trained in commercial and corporate law including mergers and acquisitions, regulatory compliance, litigation and arbitration. He co-founded the Firm in 2008. Chege holds an LLB Degree from University of Nairobi and is an LLM Candidate at the University of London.
Mr. Njoroge represents clients on a wide range of corporate and commercial matters including mergers and acquisitions, corporate restructuring, joint ventures, winding up and receiverships, drafting and review of general and assorted commercial agreements relating to provision of goods and services, licensing, distribution, non-disclosure agreements, asset and share sale agreements, transfer of business undertakings, setting up of business entities, trusts, charities and foundations, advising on regulatory, compliance and legislative issues affecting the establishment and running of business operations and other not-for-profit organisations. He also acts for clients in intellectual property matters as well as in information and telecommunication law.
Offering legal advisory to Bank of China Limited, one of the largest Banks in Peoples’ Republic of China, on Kenya’s policy, legal and regulatory framework governing financial sector in general and the setting up of a Representative Office in Kenya in particular, with respect to registration and licensing requirements applicable;
Advising Kenya Ecumenical Church Loan Fund (ECLOF) a large community-focused Micro-Finance Institution (MFI) on an ongoing basis, in syndicated borrowing transactions to raise capital for onward lending to its customers. The Firm advised, negotiated, prepared and reviewed extensive loan documentation involving multiple lenders (both local and foreign) in transactions valued at millions of US dollars;
Acted for project sponsors in negotiating and reviewing terms of project finance loan documentation for provision of senior and mezzanine debts to finance the costs of construction and operations of a 170-room hotel facility in Nairobi in a transaction involving two of Kenya’s largest Banks, in a deal valued at more than US$20 million;
Acting for Equity Bank, the largest Bank in East Africa Region by customer numbers and for Jamii Bora Bank, in retail and corporate lending segments where the Firm handles on an ongoing basis, transactional work related to due diligence, preparation, stamping, registration and perfection of bank securities involving both moveable and immovable properties.
Acting as the team leader in advising owners in a share sale transaction involving 100% disposal of shares in a trading company, a deal valued at US$4,000,000.00. The mandate involved preparation and review of a wide range of documentation including non-disclosure agreement, share purchase agreement, shareholder and board resolutions, amendments to the constitutional documents, waivers, completion check lists as well as dealing with merge notifications to the Competition Authority of Kenya and obtaining approvals. We also advised on the most efficient tax structures to achieve maximum value on distribution of dividends;
Providing front-to-end transactional advisory to investors in an acquisition deal of trading company valued at US$4,200,000/=. The Firm undertook extensive legal due diligence to ascertain compliance of the target entity with contractual, corporate, legal and tax obligations arising under various contracts and legislations; and negotiated and drafted share purchase documentation including the tax warranties and indemnities clauses. We also dealt with merger notifications and approvals at the Competition Authority of Kenya resulting in successful closure of the transaction.
Acting for 40 purchasers of residential apartments by way of long term leases in a dispute between the developer on the one hand as a shareholder and the purchasers acting collectively on the other regarding the exercise and control of the management functions in the housing estate and transfer of the reversionary interest in the property to the management company where the purchasers were shareholders. Leveraging our sectoral expertise in real estate transactions, we obtained a favourable result for our clients in the arbitration proceedings after navigating jurisdictional challenges raised and the resulting award was recognised by the High Court of Kenya for enforcement as a decree of the Court. The subject matter was in excess of US$3,000,000.00;
Acted for an undisclosed client with multiple projects running into millions of dollars, in a multi-layered dispute between the client and a financier. Our client was contesting the financier’s right to deduct without consulting the client, proceeds from sale of property and retention of several titles. Through our strategic counsel, the matter was resolved through compromise and negotiations resulting in the recording of a win-win, out-of-court settlement and more importantly preservation of the commercial relationship between the parties.
Representing the County Government of Kajiado in judicial review proceedings instituted at the High Court of Kenya by a hazardous waste management and handling company contesting the legality and lawfulness of notices requiring certain actions to be taken by it for purposes of safeguarding environmental integrity and standards under the Environment and Management Co-ordination Act;
Acting as the lead counsel before the High Court in prosecuting a first-of-its-kind litigation on behalf of several well-known artistes relating to infringement of copyrights in their musical compositions involving converting these works into digital formats and offering to public as 'caller ringback tones', without the authors' consent;
Lead counsel in representing a Tanzanian headquartered industrial conglomerate with large business operations in East, Central and Southern African regions in a series of property disputes brought by multiple parties in various fora in Kenya, namely, the High Court of Kenya, Environment and Land Court, the National Assembly of Kenya and the National Land Commission contesting ownership of a prime industrial property. The disputes revolved around determination of ownership rights and entitlement to receive compensation from the Government of Kenya arising from compulsory acquisition of a portion of property for construction of the Standard Gauge Railways. We managed to strike out a number of suits by asserting our client’s indefeasible title to the property and secured a favourable outcome for the client;
Acted for a party (name withheld for confidential reasons) in challenging an assessment of tax at the Tax Appeals Tribunal where the tax claimed was in excess of Kshs 200,000,000.00 including the interest and penalties. We assisted the client in negotiating and arriving at a mutually acceptable settlement resolving what was otherwise a fundamental threat and risk to the client’s commercial survival.
Acted as the team leader in advising South River Homes Limited, a property development company, on the legal structure for acquisition, development and sale of high-end 160 residential apartments in Kilimani area, one of the highly sought-after residential neighborhoods in Nairobi. The brief entailed offering legal advice on a continued basis and undertaking work relating to procuring from the relevant authorities, development permits and change of user of the land, drafting the contract documentation (agreements for sale and leases) and incorporation of a management company to manage the development;
Advising a hotel establishment in Nairobi in acquisition of land where the Firm undertook due diligence, negotiated the terms of sale and dealt with the tax aspects arising from the purchase.