Solicitors governing body: Uganda Law Society
Financial regulator: Capital Markets Authority (CMA)
IFLR1000 ranking categories:
Financial and corporate (published October) - Financial and corporate
Energy and infrastructure (published June) - Energy and infrastructure
Uganda was a protectorate of the British Empire until 1962. The country is a member state of the Commonwealth of Nations, and alongside Swahili, English is an official language. The Republic of Uganda’s legal system is based on English Common Law, and is also influenced by African customary law.
The Uganda Law Society is a member of the East Africa Law Society, which allows for advocates of the courts of Kenya, Tanzania, Rwanda or Burundi to practice in Uganda. The nations are considering the adoption of a common legal system in the near future, as well as a shared currency.
There are currently no other agreements that allow foreign nationals to practice in Uganda, however foreign firms are allowed to practice as long as they have local lawyers. Rather than establish their own offices in Kampala, the capital and legal hub, international firms and networks have so far been inclined to establish connections with local firms.
The most notable associations are AF Mpanga of the Bowman Gilfillan Africa Group, MMAKS of the Africa Legal Network and Sebalu & Lule of the DLA Piper Africa Group. A recent development saw Shonubi Musoke & Co form an official alliance with Norton Rose Fulbright.
Following the recent discovery of oil, and recent agreements to begin its removal, there is a lot of work due to come into the East African jurisdiction in the coming years and a lot of large projects in the pipeline. Most of the work for these projects is likely to be handled by large English firms with an African presence, while local teams are contracted for the local aspects.
John Crabb - Journalist - EMEA
AF Mpanga - the Ugandan member of both the Bowman Gilfillan Africa Group and Lex Mundi - is particularly active in financing, tending to work on the lender side.
In early 2016, the firm lost active partner Julius Musoke, who left to establish his own firm, Mukumbya Musoke Advocates, an energy and infrastructure projects boutique.
A client from the energy sector, which the firm assisted with a power purchase agreement, was satisfied with the level of service provided: “The partners handled the project in a professional manner, they were prompt in responding to our queries and drafting the legal documents.” Another client, again working with the firm in project finance, was pleased with its ability to handle the cross border elements of its case; both clients recommended partner William Kasozi.
Recent work for the firm in the energy and infrastructure sectors has included advising on financing small hydro power projects under the country’s GET FiT (feed-in tariff) programme. Advising the banks, the firm worked on Muvumbe Hydro Power Station, Karuma Hydro Power Station, Mahoma Mini Hydro Power Station and Achwa Hydro Power.
The Ugandan arm of pan-African firm ENSafrica continues to grow in size and stature this year, presenting several impressive energy and infrastructure mandates. In a jurisdiction where firms do not tend to over-specialise, the team is active in energy, mining, oil and gas, transport, utilities and social infrastructure. The firm was particularly active in the last year working with the government on the redevelopment of the country’s road network.
One project finance client working in the oil and gas sector endorses the team. “High level of professionalism, quick turnaround of results and very knowledgeable team, displaying a high level of innovation,” they say.
Notable work from the last year includes advice given to the Government of Uganda in connection with the review of all ongoing contracts for work, services and land acquisition in the road sector. The firm’s other notable work is confidential.
Sebalu & Lule, DLA Piper’s associate firm in Uganda, is prominent inenergy and infrastructure, working on some of the largest projects - both active and planned - in the country. The firm is involved in the GET FiT (feed-in tariff) program, advising on the development of several renewable power plants.
One client, which the firm advised on a power purchase agreement, says: “They are very grounded in their ability to provide comprehensive advice that touches on all aspects of a transaction. They are highly accessible, have depth of talent and through their network can handle cross border elements.” Practice head Nicholas Ecimu, is described as, “very knowledgeable in this area, and is very responsive”.
A particularly interesting project that the firm is working on sees them advising China Harbour Engineering Company in its negotiations with the government in relation to the development of a standard gauge railway line; Uganda’s largest infrastructure project to date. Other work includes advising project developers and sponsors with the development of several photovoltaic power stations around the country.
Shonubi Musoke & Co, which recently entered into a formal association with Norton Rose Fulbright, has one of the most revered energy and infrastructure offerings in Uganda. Following the local trend, the firm worked on several renewable power projects over the last year, and was also active in the mining, telecoms, infrastructure and oil and gas sectors.
The firm worked on some impressive mandates by local standards. The most notable was advising the China Export & Import Bank on financing the development of the 183MW Isimba hydro power project. Another large hydro-project that the firm worked on was the 600MW Karuma hydro power project, where it advised Umeme Uganda. Other notable projects include the Sikulu phosphates and steel project, and work relating to expanding the capital’s international airport.
Like a number of its contemporaries AF Mpanga has a strong pan-African alliance, as resident member of South African network Bowman Gilfillan Africa Group. The group’s integrated systems in areas like IT, billing and budgeting all offer significant advantages in a jurisdiction renowned for its difficulty in conducting business, as well as the ability to draw on other member groups for assistance, for example with due diligence on cross-border transactions.
On the domestic front the firm did not undergo any major changes during the last year, at associate level Robert Apenya left the practice for Save the Children, but Daniel Gantungo was drafted in from the Attorney General’s Chambers to fill the gap. Partners David Mpanga and Julius Musoke remain at the helm of the firm, a client in the technology and telecommunications sector, who worked with the team on an M&A deal, cites its “excellent work and responsiveness”.
Active in oil and gas, energy, banking and finance, corporate M&A and infrastructure, the firm is recognised as one of the best in Uganda, acting as counsel for major companies like CNOOC and Tullow. In the banking sector the firm represented Standard Bank of South Africa and the Kenyan branch of CFC Stanbic Bank, with the financing of an acquisition of rolling stock from the USA, for Rift Valley Railways, a consortium set up to manage the Kenya-Uganda railway line, the first such locomotives to be delivered to either of the jurisdictions for nearly 30 years.
A notable M&A transaction saw Julius Musoke take the lead as the practice advised Bob Geldof’s African focused private equity fund 8 Miles with the acquisition of an 80% share in Orient Bank, by the Nigerian Keystone Bank. The Ugandan bank, with assets of $173 million, and deposits of $139 million, was acquired for around $30 million.
The firm also advised South Korean group SK Energy and its consortium, with its proposal to the Ugandan government relating to the Uganda National Refinery Project. The $4 billion development contract was eventually awarded to Russian RT Global Resources.
In the mining sector the firm advised the China-Africa Development Fund in connection with the largest proposed mining development in Uganda, working with Clifford Chance in Beijing as local legal counsel charged with conducting full due diligence on the project.
Recognised as the go to tax boutique in Uganda, senior partner Enoch Barata leads the financial and corporate departments at Birungyi Barata & Associates. As a referral firm, the firm offers a full service for transactions in banking and finance and corporate M&A, for domestic and cross-border transactions in Uganda and further afield.
Examples of current work include working with Nangwala Rezida & Co, advising Hong Kong based Billion Ideas Holding on a $25 million construction project in Kampala, as well as another Hong Kong based corporation, Master Assets Investments, in connection with a 5-star golf course and hotel development, also in the capital.
The Ugandan office of ENSafrica only opened in 2013, but has been on a steep upward trajectory ever since. The four partner team, comprising managing partner Donald Nyakairu, Bernard Katureebe, Alexander Kibandama and head of litigation Ronald Tusingwire, has specialists across all areas of financial and corporate law. Despite its youth the firm has already won a significant number of high profile clients, new wins this year include CNOOC, Standard Chartered and the Uganda National Roads Authority. One client, working with the firm in the shipping sector says: "I appreciate the speed with which they work, they always evaluate each new case and advise on how we can improve our business to avoid claims."
In banking and finance the firm advised Emirates NBD Capital as coordinator and bookrunner in connection with its $85 million loan to Stanbic Bank Uganda. Funding trade related finance in sectors including energy, telecoms, infrastructure and real estate, this is the first time a Ugandan commercial bank has received a loan from a Middle Eastern lender.
Elsewhere the firm is advising the sponsors in relation to the Oriang Hydro Power Project, a 392MW development located on the River Nile to ease the country’s power shortages. The firm is acting as local legal advisor in the development stage of the project.
Another interesting transaction saw Alexander Kibandama advise Norwegian energy company Trønder Energi, as it sought to dispose of its shares in Bugoye Hydro Power Project, held by Trønder Power, to Berkeley Energy.
Kiwanuka & Karugire Advocates, under the leadership of partners Kiryowa Kiwanuka, Edwin Karugire and Peter Kauma, specialises in energy and oil and gas, and works regularly for public organisations across Uganda. As a member of multination association Multilaw, the firm benefits from its extensive training, secondment and referral programmes.
A client working with the firm on a PPP (public-private partnership) transaction claimed it “has been very professional and upfront giving timely feedback and well argued, well researched legal advice.” Another client working in the telecommunications sector said the firm “is well resourced and has attended to matters referred to them with the uttermost professionalism and efficiency.” Edwin Karugire is singled out for individual praise by one client, saying “he is quick and available whenever needed.”
Highlights include acting for Africell after its acquisition of Orange Telecom, as the company sought to restructure to increase efficiency by downsizing. The firm took full control of the restructuring, which was primarily undertaken by the reduction of its workforce. The firm has also won a mandate for inspection company SGS to structure a programme of annual inspection for all of the vehicles in Uganda for the first time, case that includes the acquisition of all of inspection sites.
MMAKS is one of the most established firms in the market, and as the Ugandan member of pan-African setup Africa Legal Network (ALN) it has access to a wide network of lawyers and knowledge across the continent.
A partner from a well-known global referring firm commends the team: “I rate them among the best for local counsel instructions on cross-border transactions with a Ugandan element.” The same client says that partner Rachel Musoke “manages her team well”.
The firm is currently involved in some very high profile cases in Uganda, confidential transactions include conducting due diligence for one of the first PPPs (public-private partnership) in the jurisdiction, and advising an international bank on local law matters for the construction of another prominent project through a joint venture.
Working alongside fellow ALN members in Zambia and Kenya, the firm advised private equity fund Emerging Capital Partners and holding company Maarifa Edu Holdings in the multimillion dollar acquisition of 75% of Cavendish University Uganda and Cavendish University Zambia.
Apollo Makubuya also worked with Allen & Overy advising a British private equity fund on the proposed acquisition of shares in Bujagali Holding Power Company, conducting due diligence and Ugandan contractual aspects of the deal for the magic circle firm.
The six partner team at Sebalu & Lule relocated to a custom made office this year. The space is the largest purpose built office space of any firm in Kampala, and the move accentuates its continuing ambitions for growth. Working closely with the DLA Piper Africa Group the firm takes full advantage of the referral and training programmes, associated with one of the largest networks in Africa.
The firm remains under the management of Barnabas Tumusingize, with Nicholas Ecimu a dominant force in the market, and continues a tradition of promoting organic growth.
The practice is mostly focused on work in the area of banking and finance, with regular clients including Citibank, but is also highly active in the areas of energy, capital markets and M&A. One transactional highlight has the firm, working with Linklaters in Japan, advising a Japanese public bank and export credit agency in connection with a large loan to a local borrower.
Closing September 2014, the firm also acted as local counsel to the IFC, Standard Chartered and ABSA Bank, on hedging arrangements related to the $900 million financing of the Bujagali II hydro-power dam project, again working alongside Linklaters. This transaction was the first hedging arrangement to be introduced of such an impressive size and scale.
Led by last year’s new recruit, Gertrude Karugaba, the firm acted for British American Tobacco Uganda in relation to the $20 million rationalisation of its operations, in what was the largest restructuring case in the jurisdiction outside of the oil and gas sector.
In M&A the firm acted for an emerging market specialist telecommunication company, in connection with its acquisition of a local service provider. The acquisition came as part of a wider expansion by the company as it looks to extend its footprint into Africa.
Shonubi Musoke & Co formalised a non-exclusive strategic alliance in July 2015 with the South African branch of Norton Rose Fulbright, cementing a historical 20-year relationship. On top of this alliance, the firm maintains strong associations with international firms including White & Case and King & Wood Mallesons. As well as maintaining an extensive referral network, the firm aggressively pursues intensive training and secondment programmes from its allied firms, regularly sending its junior lawyers to the UK, South Africa and elsewhere, in a bid to advance internal standards.
The five partner strong firm also has a branch office in Burundi, known as Shonubi Musoke Gilbert & Partners, from where local transactions in Burundi and Rwanda are handled. One client, active in logistics in the region says that: “Shonubi Musoke & Co are very well versed with corporate advisory.”
Most active in banking and finance, and particularly so in the area of telecommunication, key partner Noah Mwesigwa acted for Smile Communications Uganda in connection with the $315 million loan facility from African Export Import Bank, obtained for the groups general refinancing. Also in the TMT sector, working alongside Norton Rose Fulbright, the firm are advising a syndicate of banks in relation to the credit facility for Bharti Airtel International.
In the energy sector, partners Innocent Kihika and Andrew Kibaya acted as lead local counsel for China Export & Import Bank (CEXIM), in relation to a $482 million loan facility to the Ugandan government to fund the development and construction of the 183MW Isimba Hydro Power Project, and the related 132KV power connection project. Enormous by Ugandan standards, this transaction, closing in June 2015, is one of several investments by CEXIM into domestic energy and infrastructure projects, subsequently the firm has been retained to act as local counsel for the bank.
Another interesting transaction saw the practice advise Standard Chartered Bank Dubai in respect of the $94 million Islamic financing to petroleum logistics company Hapco, a subsidiary of the Hass group. As Ugandan law does not yet have the structures in place to provide for Islamic finance, this case was pioneering on the market.
In M&A, the firm advised Leapfrog Investments as local counsel for the Ugandan aspects of its acquisition of a 66% share of Resolution Health East Africa.