IFLR 1000
The Guide to the World's Leading Financial Law Firms

In mid-2011 Uganda was in a relatively shaky position, with high levels of inflation, high prices, a weak currency and social instability. In a sign of social tension, the government acted to ban public protests while so called a 'walk-to-work' protest campaigns hit the streets in April 2011.

The country, says commentators, has had "a bit of a roller coaster ride this year because of the elections [in February 2011], some things have gone absolutely upside down and there was a fear of ending up like Libya. So much money was pumped into the elections, into the campaigns, and then the government spent $750 million buying military jets..." These lavish expenditures have played havoc with inflation. "There is a reluctance to do major dollar projects due to the volatility of the currency and until it is stable there will be uncertainty," says a partner.

On this backdrop, there are some veyr positive signs in terms of investment potential. The key development in Uganda has been the discovery and, confirmation of the discovery, of commercial quantities of oil in the Albertine region of the country. "It is exciting, everyone is recruiting very heavily in oil and gas now," says a local partner.

Firms note that there is a rush for land in the surrounding area while oil companies lay the ground for establishing refineries. Tullow Oil is currently in negotiations with the government to develop the oil fields and commercial exports are expected in the next three to four years, estimates one partner. The oil has also drawn the attention of Chinese oil company CNOC.

Local banks, say partners, will have to pool resources to be able to service the new demands for financing from the sector. "Local banks are expanding but because of expectations of oil they have raised capital requirements to 25 billion shillings. The banks need to be bigger to support the economy," says a partner.

Telecoms has also been vibrant. Bharti Airtel's acquisition of Zain Telecom, which affects all of East Africa, was completed in June 2010 for $8.97 billion while locally in Uganda there has been a restructuring in the telecom sector, with telecom companies selling communication towers to specialised companies. "Now there are telecom companies and then owners of the telecom towers, which lease towers to the companies, making it is easier for a company to set up and more competitive," says a partner.

Partners note that the Ugandan Stock Exchange was one of the best performing in the region and point to energy and power as a source for future work. "Energy is still active and has remained the most consistent, with ups and downs but the fact is that we don't have enough power to light up the country and do everything the government wants us to do, there is a shortage, there is encouragement for mini-hydro plants, the opportunities are limitless in power".

K&S is as close as you get to a market leader in Uganda. The firm is very well established and very reputable and is the first port of call on big-ticket deals for many international firms and global companies. "Sim Katende is the man," says a commentator, "they have a very good work stream".

In mid-2011, Sim Katende, Arthur Katende and Stephen Opolot were advising American Tower Corporation on the estimated $220 million acquisition of all the telecom tower sites from MTN Uganda, the country's biggest mobile operator.

In February 2011 John Katende, Sim Katende and Opolot closed a deal for Centum Investment Company, East Africa's only listed investment company with assets of $145 million, for its cross-listing on the Ugandan Securities Exchange and on the Nairobi Stock Exchange. The deal is significant given the small number of listings in Uganda and its potential to boost market confidence on the stock exchange.

In March 2011, Soogi Katende and Sim Katende worked alongside leading South African firm Webber Wentzel on the acquisition by US retailer Walmart Stores of South African chain Massmart, which included its subsidiaries in Uganda.

In April 2011 Sim Katende and Daphne Byonabye closed a deal for Total E&P Uganda of the acquisition of a 33% shareholding in Tullow Oil. The deal is tipped to be the biggest M&A in Uganda for 2011. The firm was also continuing to advise one of the parties in connection with the World Bank and African Development Bank financed 250 MW Bujagali Damn.

MMAKS is fully dedicated to transactional work. Peers recommend Phillip Karugaba especially as very strong in M&A, financing and project financings. The firm is a member of the Africa Legal Network, which includes large firms such as Webber Wentzel (as of August 2011) in South Africa and Anjarwalla & Khanna in Kenya.

In June 2011 Karugaba and Rachel Musoke along with associates Maliza Kwera and Lydia Nanyange closed a $64 million syndicated loan from the International Finance Corporation (IFC) and Stanbic Bank to steel company Roofings Rolling Mills. The deal is a large one by Ugandan standards and the firm advised on all the finance and security documents and due diligence, and prepared an LMA facility agreement.

Musoke and Kwera worked with Herbert Smith to advise Standard Chartered, working with banks from Uganda, Kenya and Tanzania, on a $30 million bond guarantee facility to construction companies Stirling Construction Uganda and Spencon Services.

Karugaba and Gloria Matovu won two mandates from private equity company Investor, in May 2011 closing a $6 million debt and equity deal with an independent power producer, operating a thermal plant, and in June 2011 completing a second equity investment of $15 million in an independent power producer.

Sebalu & Lule made the headline story in the Ugandan legal market with its association with DLA Piper. "It can only be beneficial," says a peer, "they will be able to tap into greater expertise". The firm also consolidated its regional ties by founding the Juris East Africa network along with Kenyan firm Iseme Kamau & Maema Advocates (IKM).

The networks have already paid dividends, with them working alongside IKM on the cross-listing of the Nation Media Group on the Uganda Securities Exchange in October 2010.

In December 2010, Barnabas Tumusingize and Brenda Ntambirweki advised Standard Chartered Bank Uganda on its $17 million medium-term bond issue listed on the Ugandan Stock Exchange. The listing was fully subscribed and marked one of the biggest bond issues in recent times. The pair also worked for East African Development Bank on a $3 million loan to a domestic commercial bank which, although a small deal by value, stands out because it incorporates the place of a charge on government treasury bills as collateral. This had not been done before consequently covered several novel concepts of law during the drafting and closing process.

Tumusingize and James Mukasa Sebugenyi assisted Electromaxx, with closure expected in mid-2011, on a $35 million project financing from Stanbic Bank to increase the capacity of a thermal plant from 20MW to 50MW, being the first wholly locally financed project in the energy sector.

Nicholas Ecimu led a team with Joseph Luswata and Ntambirweki to act for the Dutch FMO and German DEG on a $25 million financing to Bujagali Energy for the completion of the Bujagali II hydro-power project. The firm has originally advised on the $700 million syndicated financing for the project.

Shonubi Musoke & Co Advocates is a member of Africa Legal, which through Deneys Reitz's merger with Norton Rose, is now plugged into the Norton Rose support network. The firm has been growing, and recently opened an office in Burundi. All three leading lawyers are active on the firm's transactional deals.

A number of peers recommend Andrew Kibaya, with one saying "he has the bulk of work under his boots and he is very good". "I have great admiration for them" says another, "they have a lot of expertise". A peer recommends James Kyazze.

In 2011, Noah Mwesigwa advised International Investment House and Emirates Africa Link on its acquisition of a majority stake in a local bank National Bank of Commerce. The firm drafted and reviewed the transaction documents for the deal.

Also in 2011 Alan Shonubi and Kibaya acted for Roofings Rolling Mill and Group Companies on a $64 million syndicated loan facility from a syndicate of banks from the UK, Kenya, Tanzania and Uganda in order to establish the largest steel rolling mill in Uganda. The pair also advised Kobil Uganda on its $4 million acquisition of various assets including a fuel depot and a number of petrol stations.

Mwesigwa worked with Brian Shonubi to advise the International Finance Corporation (IFC) in June 2010 on a $3 million UGX loan and finance facility to local hospital Nakasero Hospital for the establishment and expansion of a private hospital complex.

David F.K. Mpanga is consistently named by competitors as "an exceptional lawyer". The firm is relatively small but, says one peer, "the strength of the partners is commendable, David [F.K.] Mpanga is an exceptional lawyer".

The firm handles all types of corporate and finance work.

Byekya Kihika & Co is a well-known firm in Uganda. It is one of the firms selected for the legal panel of the International Finance Corporation (IFC) and peers consistently rate it highly in M&A, finance and project finance.

The three leading lawyers have strong practices, although commentators point out that the firm is lacking in terms of reach at associate level. In mid-2011, the firm was busy advising Stanbic Bank on its $35 million project financing to Electromaxx, in order to increase the capacity of its thermal plant from 20MW to 50MW. It is the first wholly locally financed project.

Kateera & Kagumire is smaller than some of its competitors but it is one of the main firms for Stanbic Bank Uganda and has a strong banking arm. John Kanyemibwa is most often referred to as the active partner on transactions.

Kampala Associated Advocates (KAA) is one of the most prominent offices in the country for corporate and finance work and is attractive also for its association with SNR Denton. "It is one of the firms that does most of the corporate finance work in the country," says a competitor, "principally in finance and projects".

Other peers say the firm is "high profile" and "bigger" than many of its competitors. A number of peers point out that the firm is also very well connected. David Mpanga, consistently recommended by commentators as a quality advisor, Aisha Naiga Kiwola and a team of three associates manage most transactions.

Mpanga and Kiwola recently advised Madhvani Group on a complex $100 million restructuring involving the transfer of assets of its subsidiary Kakira Sugar Works to related companies Kakira Sugar and Madhvani Group, and financing from a list of local and international banks, among them Stanbic Bank, Barclays, East African Development Bank and Standard Chartered.

The pair worked with SNR Denton to act for Standard Chartered Bank Dubai (along with the International Finance Corporation and OPIC) in July 2010 on a $120 million syndicated financing to Agri-Commodities Fze. In June 2010, also with SNR Denton the firm closed a deal for FBN Bank for a $34 million uncommitted limited resource revolving sugar import facility Czarnikow Group.

In mid-2011, the firm was busy working for the Centenary Rural Development Bank on the sale of a 10% stake to Rural Impulse Fund II/ RIF- North1, a company managed by INCOFIN Investment Management. The deal involved over 20 shareholders.

Barugahare & Co Advocates is a well reputed one partner firm. Peers say the firm is very highly respected, although some point out that it is limited due to its size. "When you deal with international financial institutions and commercial banks they look for strength and depth, in a $150 million syndicated loan they might ask for full time three partners and three associates and there are only three or four firms that can do this," says a competitor.

Birungyi Barata & Associates is widely regarded as one of the most prestigious law firms for tax matters in the country. The firm has an active corporate practice on small and mid-sized deals on the back of its tax practice.

JB Byamugisha & Co Advocates is managed by Joseph Byambara Byamugisha, who is very widely known and receives mandates on some of the big deals. "If he had a larger law firm he would be tier one or two," says a competitor. The firm is a one-man show.

In February 2011, Byamugisha advised Mr Amos Nzei, Mr Mbabazi and Dr Rugunda as majority shareholders in a local bank, National Bank of Commerce, on the sale of their stake in the bank to International Investment House and Emirates Africa Link.

Kusaasira & Co comes well recommended by some international clients and counsel. The firm is managed by Denis Kusaasira and Henry Kaliisa and is very specialised in petroleum law. The pair also run a consultancy called Oilaw Consult.

"I was very impressed that both the partners have Masters' degrees from the CEPMLP [Centre for Energy Petroleum and Mineral Law and Policy] at the University of Dundee and they really seemed to 'get it'," says a foreign client in reference to the partners' ability to understand the requirements of international oil investors.