As a Kenyan law firm, we offer full-spectrum legal services in Capital Markets, guiding clients through fundraising, regulatory compliance, structuring of investment vehicles, public listings, and dispute resolution. We support market players across equity, debt, and derivative markets while ensuring adherence to the regulatory framework established by the Capital Markets Authority (CMA), Nairobi Securities Exchange (NSE), and relevant global best practices.
Initial Public Offerings (IPOs):
Legal advisory for companies seeking to go public on the NSE Main Investment Market Segment (MIMS), Alternative Investment Market Segment (AIMS), or Growth Enterprise Market Segment (GEMS).
Drafting prospectuses, offering memoranda, and listing documentation.
Rights Issues and Secondary Offerings:
Structuring and advising on capital raising via rights issues, private placements, and share buy-backs.
Bond and Note Issuances:
Advising corporates and government agencies on issuing commercial papers, medium-term notes (MTNs), and infrastructure bonds.
Capital Markets Licensing:
Assisting clients in obtaining or renewing licenses with CMA for roles such as investment advisers, fund managers, REIT managers, stockbrokers, and dealers.
Ongoing Regulatory Compliance:
Advisory on continuous disclosure requirements, insider trading restrictions, governance obligations, and market conduct rules.
Regulatory Filings and Approvals:
Preparing and submitting statutory filings to CMA, NSE, and Central Depository & Settlement Corporation (CDSC).
Formation and Registration of CIS:
Structuring unit trusts, mutual funds, and other collective investment vehicles under the Capital Markets (Collective Investment Schemes) Regulations.
CIS Management and Compliance:
Drafting trust deeds, information memoranda, and advising on custodian and fund manager obligations.
Private Investment Funds:
Structuring private equity, venture capital, and hedge funds under appropriate legal frameworks.
REIT Structuring and Launch:
Advising on setup, licensing, and launch of Income REITs (I-REITs) and Development REITs (D-REITs).
Drafting trust deeds, offering documents, and structuring compliance with tax and CMA guidelines.
Infrastructure and Green Bond Advisory:
Legal advisory on structuring sustainable finance instruments including green bonds, ESG bonds, and infrastructure REITs.
Legal Due Diligence:
Conducting regulatory, financial, and legal due diligence on target companies listed on the NSE.
Takeovers and M&A Transactions:
Advising on compliance with the Capital Markets (Takeovers and Mergers) Regulations, including mandatory offer thresholds, disclosure obligations, and approval processes.
Delisting and Buy-Backs:
Legal support for voluntary or involuntary delisting and share repurchase programs.
Capital Markets Disputes:
Representing clients in disputes before the Capital Markets Tribunal, High Court, or through arbitration relating to fraud, misrepresentation, insider trading, or market manipulation.
Regulatory Enforcement Actions:
Defending clients in investigations or enforcement actions brought by CMA or NSE.
Investor Claims and Class Actions:
Representing institutional and retail investors in claims for compensation due to securities violations or failed investments.
Governance Compliance for Listed Companies:
Advising boards and audit committees on compliance with the CMA’s Corporate Governance Code and CMA Stewardship Code.
Investor Relations and Reporting:
Legal support on investor communications, AGMs, financial disclosures, and material event reporting.
Advisory on Regional Listings:
Legal guidance on listing securities in both Kenya and other African exchanges such as Uganda Securities Exchange (USE), Dar es Salaam Stock Exchange (DSE), and Johannesburg Stock Exchange (JSE).
Compliance with International Standards:
Advising on compatibility with international regulations including IFRS, Basel III, and IOSCO standards.
Derivatives Market Participation:
Advising on trading of derivatives on the NSE Derivatives Market (NEXT) and drafting agreements such as ISDA.
Commodity and Carbon Credit Trading:
Legal advisory on commodities trading, warehouse receipts systems, and participation in carbon credit markets under Kenya’s Climate Change Act and global agreements.
Digital Securities and Tokenized Assets:
Advising fintechs and startups on tokenized securities, blockchain-based assets, and regulatory compliance with CMA’s sandbox and innovation framework.
Capacity Building for Market Players:
Conducting training for fund managers, listed companies, compliance officers, and investment banks on:
Listing processes and documentation
Regulatory changes and risk management
Corporate governance and investor obligations
Legal Bulletins and Alerts:
Publishing timely updates and alerts on CMA regulatory developments, market rules, and case law affecting capital markets.