SM&Co Advocates

SM&Co Advocates was registered as Shonubi, Musoke & Company Advocates in 1987. The firm was started at a time when new attitudes and opportunities were emerging in Uganda, and has steadily grown into one of the largest firms in the country. In a jurisdiction where few firms have managed to specialise, we have succeeded in building a specialised practice with core capabilities in, all fields of corporate and commercial law, banking and finance, energy and infrastructure, litigation and dispute resolution practice ranging from non-contentious transactional work to highly contentious complex litigation.

Our expertise and business knowledge have consolidated our position as market leaders, exemplified by our lengthy and ever-increasing portfolio of impressive international and local clients. Our portfolio of clients includes both international and domestic institutions such as large corporate, airlines, banks, academic institutions, electricity generators and distributors, property developers, NGO’s, telecommunication companies, insurance companies, petroleum companies as well as government agencies and statutory bodies.

The firm has continuously been rated as a leading law firm in Uganda by IFLR 1000, Chambers and Partners and the Legal 500 directory of leading financial and energy law firms. The 31st Edition of IFLR1000 rankings accorded it the highest possible Tier 1 classification in the Financial and Corporate and Energy and Infrastructure categories; whilst Chambers and Partners has classified it as a Band 1 General Business Law Firm in their 2023 ranking and a Tier 1 Law firm by the Legal 500 and a leading Intellectual Property Law firm by WTR

The individual partners within the firm have also been recognised as leading lawyers in Uganda within their respective areas of expertise by IFLR 1000 and Chambers Global, these include:

a) Dr. Alan Shonubi, Corporate and Commercial law, Banking and Project Finance
b) Mr. Noah Mwesigwa, Corporate and Commercial law sector
c) Mr. Andrew Kibaya, Banking and Project Finance sectors
d) Mr. Innocent Kihika, Energy and Infrastructure and Project Development sectors.
e) Ms. Brigitte Kusiima, Corporate and Commercial law sector
f) Ms. Hellen Nakiryowa, Banking and Project Finance sectors

With thirty-one (31) professional staff members comprising of nine (9) partners, nineteen (19) associates, one (1) of counsel and two (2) consultants, the firm is among the largest law firms in the country.

Details of our competence with integrated descriptions of our experience can also be found on our website: www.shonubimusoke.co.ug.

CORPORATE & COMMERCIAL LAW

• Corporate Governance
• Capital Markets & Securities
• Mergers & Acquisitions
• Due Diligence
• Corporate Advisory
• Insolvency & Restructuring
• Private Equity
• Immigration
• Intellectual Property
• Regulatory Compliance
• Employment & labour law

BANKING & FINANCE LAW

• Banking
• Corporate Finance
• Project Finance
• Mortgages/Securities
• Financial Services Regulation
• Insurance

REVENUE & TAX LAW

• Tax planning and structuring
• Transfer pricing
• Tax litigation
• International tax
• Taxation of oil and gas

ENERGY & INFRASTRUCTURE LAW

• Oil and Gas
• Electricity
• Mining
• Projects
• Construction

LITIGATION & ARBITRATION

• Litigation
• Civil Litigation
• Mediation
• Arbitration
• Criminal prosecution watching briefs

GENERAL AREAS OF PRACTICE

• Real estate & construction
• Public law
• International trade law
• Family and Succession Law
• Asset management
• Shipping
• Environmental law
• Data protection law
• Maritime & transportation technology & media law

Key transactional practices

• Banking, Capital markets: Debt, Capital markets: Derivatives, Capital markets: Equity, Competition, Asset finance, Financial restructuring, Financial services regulatory, Investment funds, Islamic finance, M&A, Private equity, Private equity funds, Project bonds, Project development, Project finance, Real estate finance, Real estate funds, Restructuring and insolvency, Securitisation, Structured finance/securitisation, Trade finance, PPP/PFI, Hedge funds, Covered bonds, CLO/CDO, Capital markets: High yield

MERGERS & ACQUISITION
Noah Edwin Mwesigwa
nmwesigwa@shonubimusoke.co.ug
Alan Shonubi
ashonubi@shonbimusoke.co.ug
Andrew Kibaya
akibaya@shonubimusoke.co.ug
Innocent Kihika
ikihika@shonubimusoke.co.ug
Brigitte Kusiima
bkusiima@shonubimusoke.co.ug

• Noah and Brigitte acted as lead counsel for the M- Cash Uganda Limited, Bright Bridge SMC Ltd, E Gasana( the seller) in respect of the sell of 50% of the shareholding in M-Cash Uganda Limited a financial services provider. The firm was responsible for drafting of documents, due diligence, negotiations and completion matters.
• Brigitte and Noah acted as lead counsel for the Granada Hotels Group acting through their local subsidiary in respect of the takeover and management of the most iconic Hotel in Uganda formerly the Pearl of Africa Hotel. The firm was responsible for drafting of documents, due diligence, negotiations and completion matters.
• Noah, Dr. Alan, Andrew are acting on behalf of Umeme Limited the holder of the electricity distribution concession in respect of the end of its concession. Umeme is dually listed on the Uganda Securities Exchange and the Nairobi Stock Exchange. The concession end involves the payment to Umeme and its shareholders by the Government of Uganda a Buy-out amount of over USD 311m representing the investments made and unrecovered in the electricity distribution network over the concession period.
• Dr. Alan, Andrew and Innocent are acting on behalf of Eskom Uganda Limited the holder of the electricity generation Concession in respect of the end of its concession which is 31st March, 2023. The concession end involves the payment to Eskom by the Government of Uganda a Buy-out amount of approximately USD 19 representing the investments made and unrecovered in the electricity generation at the hydro power plant over the concession period

REAL ESTATE
Noah Edwin Mwesigwa
nmwesigwa@shonubimusoke.co.ug
Agnes Nabbagala
anabbagala@shonubimusoke.co.ug

• Agnes and Noah acted for and on behalf of AFENET an africa wide medical services provider in the fields of epidemiology with respect to the acquisition of a property for the development of the Africa Headquarters. We conducted all aspects of negotiations, conducting due dilligence and negotiation in respect of the acquisition and completion formalities including the next phase of construction.

FINANCING & REFINANCING
Andrew Kibaya
akibaya@shonubimusoke.co.ug
Hellen Nakiryowa
hnakiryowa@shonubimusoke.co.ug
Natasha Ahimbisibwe
nahimbisibwe@shonubimusoke.co.ug

• Hellen, Andrew and Natasha are advising The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking Division), Stanbic Bank Uganda Limited, The Standard Bank of South Africa Limited, Africagogreen Fund For Renewable Energy and Energy Efficiency, Investments S.C.S., Sicav-Raif, Fei-Ogef LP, Nithio Fi B.V., and International Finance Corporation who are the (Finance Parties) in respect of a USD 60,000,000 facility to M-Kopa Uganda Limited on different local law issues including review and providing comments to the common terms agreement, facility agreements for each lender, and an intercreditor deed. We also undertook the drafting and perfection of the Ugandan law securities and will be issuing a Ugandan law opinion at closing.

FINANCING AND PROJECT FINANCE
Andrew Kibaya
akibaya@shonubimusoke.co.ug
Hellen Nakiryowa
hnakiryowa@shonubimusoke.co.ug
Natasha Ahimbisibwe
nahimbisibwe@shonubimusoke.co.ug

• Andrew, Hellen and Natasha are advising TDB in respect of a proposed USD 36,000,000 facility to Kinyara Sugar Limited for purposes of part financing the development of a 40 Mega Watts (MW) Bagasse fired co-generation power plant in Uganda. As local counsel, we have participated in detailed due diligence investigations on Kinyara Sugar Limited particularly in respect of, among others, its corporate affairs, regulatory compliance and material project documents. The instructions involve reviewing all transaction documents including the facility agreement, security documents and project documents, preparation of a Ugandan law legal opinion as well as providing a due diligence report on the borrower.

FINANCIAL SERVICES REGULATORY
Andrew Kibaya
akibaya@shonubimusoke.co.ug
Natasha Ahimbisibwe
nahimbisibwe@shonubimusoke.co.ug

• We provided a legal opinion to the Agence française de développement in respect of legal framework governing state owned enterprises or parastatals or public banks to enter into credit arrangements with foreign lenders as well as the nature of security that may be provided in such financings. In particular, we reviewed several Acts of Parliament establishing different public entities and parastatals, interviewed different government officials and reviewed several documents and information in respect of the subject matter.

FINANCING
Andrew Kibaya
akibaya@shonubimusoke.co.ug
Hellen Nakiryowa
hnakiryowa@shonubimusoke.co.ug
Natasha Ahimbisibwe
nahimbisibwe@shonubimusoke.co.ug

• We advised Cauris Series LLC – Africa Capital Series 2022 in respect of proposed senior secured term loan facilities to Asaak Financial Services Limited a Ugandan based entity and Asaak Financial Services Limited located in Delaware as borrowers, for purposes of, among others, financing the borrowers’ consumer loan portfolio and refinancing existing debts. The facilities are to be secured by an assignment of receivables over the Ugandan borrower’s sub loan agreements and bank accounts.
• We advised Lendable Asset Management LLC in respect of a USD 15,000,000 senior secured term loan facility to Numida Technologies Uganda Limited for purposes of financing working capital loans to the borrower’s customers. Our roles involved review of the facility agreement, preparation and perfection of the security documents including a debenture and a share pledge, confirming satisfaction of conditions precedent and advising on several other incidental local law matters.
• We acted as Ugandan legal advisers to the FMO in relation to USD 5,000,000 term loan facility to Watu Credit Uganda Ltd for purposes of financing the growth of the borrower’s motorcycle portfolio through sub loans to the youth. We advised on the term loan facility agreement and the lenders’ policies agreement to ensure compliance and enforceability in Ugandan law and also issued a legal opinion in this regard.

ENERGY
Innocent Kihika
ikihika@shonubimusoke.co.ug
Allan Mark Lutaaya
alutaaya@shonubimusoke.co.ug
Ishmael Tumusiime
itumusiime@shonubimusoke.co.ug

• The project involves the construction of a 400kV High Voltage Electricity Transmission line between Uganda and the Democratic Republic of Congo. Innocent, Allan and Ishmael were involved in the negotiation and drafting of the Memorandum of Understanding between the parties(Dott Services Limited, Gridworks and Elecnor)and negotiating and drafting the Project Development Agreement. The firm has further been contracted to draft and negotiate the Power Sales Agreement and Support Agreements when the time comes during the course of 2023

OIL AND GAS
Innocent Kihika
ikihika@shonubimusoke.co.ug
Ishmael Tumusiime
itumusiime@shonubimusoke.co.ug
Joan Nakaliika
jnakaliika@shonubimusoke.co.ug

• The project involves the process of acquisition of hundreds parcels of land from Project Affected Persons as part of the Resettlement Action Plan for the Tilenga upstream oil & gas project. Innocent and Ishmael have been involved in engaging over 260 vulnerable project affect persons on behalf of the Total Energies Uganda the client to obtain the necessary legal documentation in accordance with the IFC performance standards to enable them get compensation for the land required for the project.
• The project involves the construction of an underground hydrocarbon transport heated pipeline starting from Uganda into Tanzania to an offshore loading terminal in Tanga. The firm is involved in dealing with the acquisition and titling of a portion of the right of way in Uganda on behalf of East African Crude Oil Pipeline Limited (EACOP)that has untitled land involving over 80 project affected persons in accordance with the IFC performance standards.
• The client(Uganda National Oil Company Limited)is the national oil company of Uganda that will be involved in the development and production of oil in the upstream, share owner in licensed companies upstream, part owner of a refinery project and bulk seller of refined products downstream. It shall be trading in the entire supply chain of oil and gas and has subsidiary companies at each level. The company was involved in giving advise in the possible restructure of the company as it prepares for the first oil in 2025.

• Banking
• Energy
• Financial services
• Government and public policy
• Healthcare, Insurance
• Mining
• Natural resources
• Oil and gas
• Investment management
• Media
• Real estate
• Social infrastructure
• Tech and telecoms
• Tourism
• Transport
• Utilities
• Forestry
• Food and beverage
• Fisheries and aquaculture
• Consumer goods and services
• Construction and materials
• Aviation
• Automotive
• Agriculture
• Accounting
• Industrials
• Shipping

Affiliations

The firm is, in strategic alliance with the Norton Rose Fulbright Group. Norton Rose Fulbright has over 4000 (Four thousand) lawyers globally and is hailed as one of the largest and leading global law firms in the world.

The firm is part of an extensive network of leading law firms in key African jurisdictions which creates a wealth of experience and shared know how as well as enhanced expertise and advice for the clients’ benefit at reasonable rates.

In the East African region, our firm runs a fully-fledged branch office under its name Shonubi, Musoke & Gilbert and Partners in Bujumbura, the capital of the Republic of Burundi. The Burundi office also provides services into Kigali Rwanda. The firm also has a long-standing relationship with the Norton Rose Fulbright alliance Kenyan law firm; Walker Kontos. This has boosted the firm’s regional presence and given the law firm a firm foothold in the East African region providing seamless services in the East African Community.

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