Corporate Law is the core of our legal practice. Our Corporate Law services range from corporate governance advisory, mergers and acquisitions, fintech advisory, tax advisory, private equity, and capital markets.
AKN Advocates provides corporate governance public and private companies/corporations, their boards and management on a wide range of corporate governance issues in the East Africa.
Our advice is sought in connection with numerous issues and matters, including:
- Audit committee responsibilities, including scrutiny of the auditor’s independence;
- Composition and scope of key independent board committees – audit, nominating/corporate governance, and compensation;
- Conducting annual committee charter reviews;
- Development of codes of conduct and ethics, including insider trading policies and corporate compliance programs, for directors, officers, and employees;
- Development of corporate governance principles and guidelines, as well as committee charters;
- Director qualification standards, including the expanded emphasis on director independence and audit committee qualifications;
- Executive compensation issues and disclosure;
- Policies and procedures for meetings of non-management directors;
- Shareholder proxy proposals.
Key Areas of Practice
Corporate Governance Reviews
To reduce legal risk, private and publicly traded companies should continually update their corporate governance structure and procedures. AKN Advocates assists its clients in designing policies and procedures to promote good governance as well as evaluating the implementation of and compliance with those policies and procedures.
Preparation of Corporate Governance Codes, Charters, Policies, and Procedures
AKN Advocates is positioned to assist its corporate clients by drafting corporate governance guidelines; codes of business conduct and ethics for directors, officers, and employees; codes of ethics for senior financial officers; charters for the nomination/corporate governance, compensation, and audit committees; various corporate governance policies and procedures; certifications and confirmation letters; and notices to employees.
Above all, we approach our advice in the area of corporate governance with a practical perspective and sensitivity to the realities of each client’s particular history and organizational culture. We seek to identify issues in corporate governance before critical problems develop and to construct workable solutions to issues without creating unrealistic expectations.
Company Secretarial Support for Ugandan Incorporated & Registered Companies
AKN provides high-quality company secretarial services to a wide range of both national and international clients in relation to their companies and subsidiaries incorporated in the Uganda. Services include:
- Attending to statutory duties, preparing draft minutes and all associated documentation for board and general meetings, preparing and filing annual returns and all other statutory notices with the Register of Companies, and maintaining all required statutory registers. Technical legal advice is also be provided when required.
- To provide maximum protection to clients’ company names, we can monitor the Companies Register and URSB and advise immediately if any name is registered that may prejudice the client’s business. We also advise on the appropriate action to be taken in these circumstances.
- We also provide full service for preparing and maintaining the registration of foreign companies with a branch office in Uganda. This includes the filing of annual accounts and other statutory notices with the Register of Companies. It also includes the provision of our address for use on business stationery. We can act as a person authorized to accept services of process in the Uganda.
AKN Advocates is resourced to advise large multi-national corporations, emerging growth and middle-market companies, and a full range of market participants including private equity firms, investment banks, lenders, and other financial institutions. We have substantial experience representing companies of all sizes in acquiring, selling, licensing, jointly developing, outsourcing, and exploiting critical products, systems, and services.
As the demand for technological innovation and revolutionary ideas intensifies, the need for regulatory guidance in areas such as securities compliance, consumer protection, and data and privacy continues to mount. AKN Advocates spans the full range of regulatory and compliance issues, and we boast extensive experience advising our clients on the complex laws that regulate the fintech industry.
We represent a broad range of clients, including: start-up and emerging growth companies, payment companies, retailers, transactions processors and software developers, mature technology companies, banking and financial services institutions, investors, P2P and crowdfunding platforms.
On the corporate side, our M&A, commercial, and IP Lawyers have substantial experience representing companies of all sizes in acquiring and selling businesses in the fintech space, as well as licensing, jointly developing, outsourcing, and exploiting critical products, systems, and services. These capabilities translate to our representation of fintech companies, where we work with clients who range from startups to some of the world’s largest organizations.
AKN Advocates has the capacity to efficiently handle multiple local and international tax issues. We are able to provide added value to large, medium and small enterprise clients in all areas of their tax liability. Our tax practice is service-oriented, and we give virtually every matter partner-level attention. AKN Advocates consistently monitors legislative developments and advises clients with respect to the potential impact of pending legislation on their businesses and personal finances. We routinely realize significant cost efficiencies for our clients by handling all of their tax needs–and implementing creative solutions to help meet their business objectives.
Key Areas of Practice
Advise clients on the selection and organization of the most favorable structure to conduct or to invest in a business, including tax implications related to limited liability companies, partnerships, corporations and business trusts. We are well placed to to advise in the taxation of charities, private foundations, endowments, and state entities.
Advise clients in East Africa on a variety of tax and business matters, including the planning, negotiation, and implementation of mergers, acquisitions and dispositions, spin-offs, public and private offerings, leveraged buyouts, joint ventures, reconstructions and demergers, recapitalizations and restructurings, and choice of entity.
State and Local Tax Practice
Advise clients on state and local tax matters that range from state income tax matters, to real estate, sales, use, and other excise and employment-related taxes and property tax.
Tax Disputes and Litigation
Where disputes arise, AKN Advocates has the capacity to represent clients at the administrative level, in Court and before regulatory tribunals.
Fund Formation and Operation
AKN Advocates has capacity to advise on various investment fund formations including private equity, hedge funds and foreign investment entities, and venture capital, and are able to provide very sophisticated and innovative tax work in this practice area.
International Tax Transactions
AKN Advocates has a strong international network that can support clients on international tax-planning strategies and transactions, international tax consequences of cross-border acquisitions and dispositions of businesses, dual consolidated losses and the maximum utilization of foreign tax credits.
We are positioned to advise both middle-market and multibillion-dollar investment funds on all aspects of fund formation, including fund documentation and sponsor equity. We firmly appreciate the terms and conditions applicable to such funds. These include all types of structures for management and fee arrangements, carried interest, claw-back provisions, distribution provisions, and valuation policies.
Leveraged Buy-outs and Private Equity
AKN Advocates can adequately represent public and private companies, merchant banks, strategic investors, venture funds, buyout funds, special opportunity funds, and management teams and their sponsors in leveraged buyouts, management buyouts, and other control transactions. We also understand the ins and outs of Employee Stock Ownership Plans from a transaction perspective.
Our lawyers advise buyers, sellers, and financing sources in a broad array of domestic and cross-border transactions, including acquisitions and dispositions of entire companies and subsidiaries, leveraged buyouts, spin-offs, roll-ups, PIPEs, going-private transactions, recapitalizations, IPOs, strategic acquisitions, and joint ventures.
AKN Advocates capably advises private equity funds, strategic corporate investors, underwriters, and individuals in investing, managing, and liquidating portfolios. We also advise in the issuance of preferred and common equity, bridge debt and other forms of private equity financing, acquisitions and disposals of portfolio companies, add-on acquisitions by portfolio companies, recapitalizations, restructurings and liquidity, and realization events, including IPOs.
Private Investments in Public Equities (PIPEs)
Our knowledge and skill in the Private Equity space is adequate to support investors, underwriters, and issuers on both straightforward and complex PIPEs transactions. Our understanding of all sides of transactions and market deal terms allows us to assist clients in achieving their investment objectives. Our transaction knowledge in extends to varied pooled investment vehicles, including hedge funds, funding , real estate funds, and mezzanine funds, among others.
Portfolio Company Representation
AKN Advocates can ably represent Equity Funds as external counsel to the fund clients’ portfolio companies. The broad range of knowledge and experience of our lawyers enables us to provide a comprehensive range of legal services to these portfolio company clients including; executive compensation and employee incentive arrangements, intellectual property protection and enforcement, follow-on mergers and acquisitions and joint ventures, equity and debt financings, securities transactions, litigation, corporate governance, real estate and tax, restructurings, and other matters.
We add material value when it comes to exit strategies and investment realization. Whether advising on a sale or an IPO, we help our clients maximize investor return and manage risks. Our issuer engagements include all aspects of corporate planning and restructuring, preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications and requirements in Uganda and in other Jurisdictions with the support of Partners in our global network.
In the Capital Markets space, AKN Advocates can ably represent issuers, investment banks, placement agents, investors, and investment groups. In addition to serving as company counsel, we can provide experienced representation as underwriters’ counsel in public offerings and other transactions. These transactions include IPOs, follow-on offerings, shelf registrations and take-downs.
Areas of Practice
Public Securities Offerings
We are resourced to represent public companies and companies seeking public financing in either initial public offerings or subsequent offerings, including equities, debt instruments, and hybrid securities. Our issuer engagements include preparation of registration statements and prospectuses; assistance in negotiating underwriting and placement arrangements; preparation of listing applications on USE in Uganda, and related transactional aspects of the offerings.
Securities Compliance and Regulatory Matters
For public company clients, our lawyers advise on a continuing basis about disclosure, corporate governance, both routine and complex regulatory and compliance issues. We assist in the preparation of periodic USE reports as well as filings triggered by special circumstances and extraordinary transactions. These include insider transactions, option and other equity-based compensation plans, spin-offs, going-private transactions, tender offers (including option exchange programs), proxy contests, corporate restructurings, change in control, and other transactional (M&A) events.