the law firm

Africa is increasingly regarded as an attractive investment destination for businesses from all over the world. This surge of interest in Africa brings with it the need for high-quality legal advice at the local level and, in many situations, at a cross-border advisory and transaction management level.

At Coulson Harney our aim is to assist our clients in achieving their objectives as smoothly and efficiently as possible whilst minimising the legal and regulatory risks, both within Kenya and further afield around Africa. Whilst first-class technical advice is always important, the ability to deliver that advice in a coherent and relevant way, combined with excellent transaction management and presentation skills is essential to the supply of high-quality legal services.

Coulson Harney has more than 20 lawyers and is one of the largest corporate law firms in Kenya. Since it was founded in 2008 the firm has moved quickly up the rankings of the international legal directories such as Chambers Global, Legal 500, PLC and International Financial Law Review.

Coulson Harney has six partners, including the hugely experienced and well-recognised founding partners, Richard Harney and Philip Coulson, and a wealth of talented senior lawyers and associates with qualifications and work experience in Kenya, the United Kingdom, the USA, Canada and Australia. Our lawyers work on Kenyan domestic matters and transactions, and on international and cross-border advisory mandates for a wide range of clients.

our talent and our expertise

The staff at Coulson Harney are an energetic and enthusiastic group of people who enjoy their work and the clients they work for.  Good humour and a determination to deliver high-quality advice makes for a positive working atmosphere.  We are a modern firm made of seasoned lawyers and eager young professionals.  We are not hidebound by the past but are also wise enough to know that what clients want from their law firm is excellence, efficiency, creativity and integrity.

Our lawyers are diverse and multi-talented.  We have brought together a group of professionals with experience of working abroad who are outward-looking and progressive.  Our partners are knowledgeable and well-versed in the local legal and business environment.  Through our association with Bowman Gilfillan and the other members of the Bowman Gilfillan Africa group we seek to expand our ambitions beyond Kenya’s borders – to the East African region and the continent beyond.  We have worked on projects in Tanzania, Uganda, Ethiopia, Rwanda, Zambia, Ivory Coast, Ghana and Cameroon.

At Coulson Harney our aim is to ensure that the legal advice and services we provide to our clients is not only accurate and relevant but is also delivered in a friendly and client-oriented manner.  Our advice seeks to be:

• pragmatic in the sense that it needs to fit in with the solutions you are looking for.  Thus we aim to develop creative approaches to protect, and enhance, your interests
• accurate  in so far as it must be based on a sound legal footing - in order to ensure that the arrangements you enter into are legally correct and accurately reflect the commercial position you are seeking
• results-driven – through finding the right answers and structures to meet your requirements even when the solution is not obvious
• efficient – by ensuring that you are kept informed of how the matter is progressing
• modern in the sense that we review our service delivery against the benchmark of the expectations of multinational clients and the standards of major international law firms
• cost effective.

Our size, resources, combination of breadth of skills, communications, facilities and geographic spread enable us to handle the largest and most time-critical transactions when required.  We are fully aware of the need for legal advice and legal structures to be compatible with the needs of modern commerce, industry and finance.

areas of practice

The firm's principal areas of practice are:

Corporate

Our focus is on business.  This means that we are ready to advise on a wide range of issues affecting modern businesses in all its forms.  This work is covered by almost all areas of the practice and includes:

• incorporation of companies
• registration of foreign companies and branch offices
• establishment of other legal entities such as partnerships and limited partnerships
• company law
• corporate governance
• statutory compliance
• company secretarial services

Company and commercial law

Advising on corporate establishment for private and public companies and for foreign companies registering in Kenya, drafting of Memorandum and Articles of Association, special purpose companies, partnership agreements, statutory compliance, shareholder’s meetings, directors responsibility, franchising, distribution arrangements, drafting all forms of commercial contracts.

Mergers and acquisitions

Coulson Harney has some of Kenya’s most experienced M&A lawyers with a proven track record of deals stretching back to the mid-1990s.  We are one of the leading firms for complex mergers and acquisitions and cross-border transactions.

For each transaction that we handle we assign a partner as team leader who will guide the client through the entire process and who will ensure the lawyers engaged on the transaction complete the work efficiently and comprehensively.  Our teams work on transactions from inception through deal structuring, letters of intent, due diligence, legal and regulatory requirements, contractual negotiations, disclosures and closings.  Our aim is to manage the process and assist the client in obtaining the right deal based on risk, reward and value.

Our M&A work include:

• trade sale and purchase transactions
• strategic investments
• management buy-outs
• private equity investments
• sector-specific transactions
• privatization projects.

We have advised on M&A transactions across the entire breadth of the economy including in banking and finance, manufacturing, telecommunications, transportation, agriculture and horticulture, hotels and tourism and many others.

Banking, insurance and financial services

We appreciate that banking and financial services is a diverse and challenging area and that our clients’ needs vary for each situation.  We have acted for a range of local and foreign banks and insurance companies and our lawyers have been involved in some of the most important banking and finance transactions in recent years in Kenya.

We advise on regulatory and licensing requirements, compliance, drafting of standard form documentation, completion of regulatory questionnaires, drafting bank security documents such as debentures, mortgages, charges, registrations and securities.  With key skills in product development we have advised on a number of new product structures for Kenya’s financial services intermediaries.

Areas in which we work include:

• acquisition finance
• asset finance
• secured and unsecured lending
• debt and equity securities
• derivatives
• regulatory compliance
• insolvency
• payment and settlement systems
• project finance
• real estate finance
• structured finance
• syndicated lending transactions
• trade finance.

Legal due diligence and forensic work

The majority of transactions require lawyers to be able to provide in-depth, up to date and relevant information regarding a proposed investment, target company or set of assets.  Modern transactions involve gathering, reviewing, understanding and acting upon huge amounts of data.  We carry out due diligence for clients at high- or deep-dive level depending on the requirements of the transaction and the client in order to make sense of the data that clients encounter.  This will cover checklist preparation, data room set-up, documentation gathering, on-site or remote access review of materials, searches and report writing.  Our reports not only synthesize the information available but also advise upon the legal implications of what we find.  We discuss the findings with our client and, where required, take follow-on measures.
  
Our services include:

• corporate legal diligence for M&A transactions and investment projects
• borrower/credit file review for financial institutions/lenders
• land title investigations
• forensic research and investigation
• country and sector-specific surveys.

Public sector and Privatisation transactions

In emerging markets and in Africa generally an ability to know your way around Government, civil service and the public sector is an essential part of a lawyer’s service for clients. Our array of experienced lawyers have vast experience and excellent knowledge of the public sector and will be able guide you in your dealings.

Coulson Harney has also advised on a number of public sector and privatization projects.  We have advised bidders and concessionaries for public assets and acted for the Privatisation Commission in helping to prepare companies for restructuring or disposal.

Commercial contracts

Coulson Harney provides legal advice to suppliers and customers on a broad range of commercial contracts across all business and industry sectors. Our experience includes:

• supply and distribution arrangements
• franchising
• joint ventures
• concessions
• sales and marketing
• manufacturing agreements
• outsourcing
• maintenance and support arrangements.

Joint ventures and business formation

Businesses increasingly embrace joint ventures and strategic alliances as an optimal means of achieving goals. We provide specialist advice on the formation, operation, and termination of joint venture agreements and strategic alliances. We put the legal framework in place to achieve this, whether through traditional corporate structures or through limited partnerships or strategic agreements.

Business re-structuring, insolvency and receivership

Our specialist lawyers have experience in advising on and documenting corporate reorganisations for private and public listed companies.  We also act for borrowers and lenders in dealing with the consequences of weak performance of businesses, including:

• corporate restructurings and work-outs
• analysis of validity of security documentation
• security enforcement and recovery
• liquidations, receiverships and statutory management
• directors duties and liabilities.

Intellectual property protection

In a world increasingly dominated by brands the ability to register and protect the rights that clients obtain in their products, services and brands is an essential component in modern business. With this in mind Coulson Harney has built a world-class intellectual property group which advises on all aspects of intellectual property, both locally and internationally under the Madrid and ARIPO systems of registration, as well as national protection in other countries worldwide through a network of associate agent law firms.

Our services include:

• registrations and infringement actions in respect of trademarks, patents, industrial designs, utility models, plant breeders rights and copyright
• brand valuation, rebranding exercises, strategic portfolio management and brand development
• advice on counterfeiting, conducting anti-counterfeit raids
• due diligence in transactional matters and review of related commercial agreements
• negotiation and drafting of information technology agreements and enforcement actions relating to the internet
• licensing and franchise agreements
• assignment of intellectual property agreements
• music royalties and publishing agreements
• trade mark searches and registrability and renewals, recordals and assignments
• patent searches, validity opinions, annuities, verification
• copyright opinions
• passing-off and unlawful competition litigation
• trade secrets and breach of confidential information litigation
• domain name dispute resolution, registration, assignment and renewal of domain names and searches
• filing of patents and industrial designs, validity opinions and advice
• patent and industrial design litigation
• trademark opposition and revocation/expungement actions.

Corporate restructuring

Advising on and documenting corporate reorganisations for private and public listed companies.

Insolvency and receivership

Advising on creditors’ rights, liability issues, powers and duties of receivers and liquidators, drafting legal documentation.

Technology, Media and Telecommunications law

We have a strong technology, media and telecommunications (TMT) capability with outstanding experience in TMT advice, gained locally and internationally. 

We have advised on licensing and regulatory issues, drafting and negotiation of technical and specialist industry agreements and have handled several M&A projects in the TMT sector.

We have experience in preparing, reviewing, advising and negotiating a broad range of IT arrangements from advice on software licensing through to complex systems implementation projects. We advise IT users and providers of IT services.

We have advised on several media projects including on television and film rights, broadcasting content and licensing requirements.

Our telecommunications lawyers have been recognized internationally as leaders in their respective fields and provide advice on commercial, regulatory (including competition) and dispute resolution matters for a range of communications companies, including fixed and mobile network operators, fibre-optic cable system operators, service providers and suppliers to the industry.

Equity and debt capital markets and securities

Our lawyers have domestic and international expertise and experience in structuring, negotiating, documenting and advising on the full range of debt and equity securities and other hybrid and derivative products available in Kenya.  Our clients include some of the leading banking and capital markets intermediaries, corporates and underwriters.

Team work extends beyond managing our internal resources for the benefit of clients.  It includes working in a collaborative way with other advisers and the client on capital raising projects.

We provide transaction services for equity and debt issues on the Nairobi Stock Exchange, including public offers of securities, rights issues, structured products such as derivatives issues, trading requirements and advice on continuing listing requirements.  We have advised on several cross-border dual listings in Tanzania and Uganda.

We have played a leading role in developing new capital markets instruments for use by the major banks and insurance companies.  Among these are the development of property investment funds.

Aviation law and finance

Our aviation and finance team provides a full range of aviation services and has an appreciation and understanding of the aviation industry, based on a proven track record of involvement in major aviation transactions. Our team has experience in all types of aviation-related work, whether in the context of financing aircraft for financiers and airlines, sale and purchase agreements, financial and operating leases, wet and dry leases and structured permanent financing transactions.

Conservation and tourism development

Coulson Harney’s team of lawyers are at the forefront in East Africa in advising on conservation projects, eco-tourism facilities, land development, wildlife management and conservation, human/wildlife issues, community land use and sharing. We have been involved in the establishment of most of the conservancies on private land and also in conflict resolution between tourism operators and land owners and we act for many of the large worldwide conservation bodies.

Competition and regulatory

Our experienced competition and regulatory experts are leaders in their field. We provide regulatory advice and business solutions to corporate clients across all aspects of competition law and market regulation. Our lawyers give specific sectoral advice on licensing, legislative developments and compliance including advising on take-overs and mergers of regulated entities such as banks, insurance and telecommunications companies and of companies listed on the Nairobi Stock Exchange.

This includes analysis of mergers and acquisitions, obtaining clearances and authorisations for acquisitions, structuring joint ventures and other industry arrangements to ensure compliance with Kenya’s competition laws. We also assist clients with making submissions to government and sector-specific regulators, and engage on policy issues with them.

Competition law affects all sectors of the economy. Our competition and regulatory experts have an in-depth industry knowledge of a broad range of sectors, including banking, financial services, manufacturing industry, agriculture, energy, healthcare, tourism, telecommunications, technology, natural resources, building and construction, and retail.

Energy and Resources

We provide advice on all major aspects of this increasingly important area of practice in East Africa.  This includes advice on mining exploration and prospecting for minerals, metals, petroleum and natural gas, including drafting and guidance on local joint venture and operating agreements and in-depth knowledge of the various regulatory requirements and how they affect commercial arrangements.  We have advised on power generation projects in the wind, solar and electricity sectors. 

This specialist area is combined with our experience in setting up business in Kenya for overseas investors, including on tax efficient structures and financing arrangements.

We can combine our skills in this area with our knowledge of banking and finance to be able to handle large scale project finance transactions.

Mining and prospecting

Advice on mining legislation and regulation, exploration agreements, licensing, commercial exploitation agreements.

Environmental law

We have advised on all aspects of environmental law in Kenya from legislative regulation, environmental pollution and liability, resource conservation, waste management and waste re-cycling projects.

Dispute Resolution

We advise clients on all areas of commercial disputes and arbitration.  Although we do not operate a court department we are able to steer clients in the right direction and put them in touch with the right advisers should matters become litigious.

Regulatory advice in telecommunications, banking, insurance and capital markets

Specific sectoral experience on licensing, legislative developments and compliance including advising on take-overs and mergers of regulated entities such as banks, insurance and telecommunications companies and companies listed on the Nairobi Stock Exchange.

Employment law and work benefits

Our employment team handles the full range of issues arising in the workplace.  These include:

• employment legislation
• union representation
• employee benefits
• terms and conditions of employment
• executive contracts
• redundancies and terminations
• unfair dismissal
• tax and benefits laws applicable to employees
• employee share ownership schemes
• pensions and retirement benefits legislation
• transfers of employment upon a transfer of business.

We provide advice to corporate entities employing large numbers of Kenyans as well as advising chief executive officers and managing directors on various employment issues.

Tax Advice

At Coulson Harney we realize that clients need to understand the cost and tax implications of the transactions they are involved in, preferably before they commit to a deal.  With this in mind we provide timely and accurate advice on taxes arising and on structuring for transactions and business ventures.  We cover income and corporate tax, value added tax and advice on stamp duty and other statutory levies, such as customs and excise.

Property transactions

Recent economic growth in Kenya has spurred a major expansion in demand for property across all sectors of the economy.  Prices have risen sharply and with it the need for prudent risk management.  In addition, Kenya’s sometimes complex and evolving land ownership laws require an experienced and well-informed practitioner.  Strategic advice gained early means less risk for your business and proven cost savings. Our property law specialists can identify risk at an early stage for investors and developers, vendors and purchasers, and landlords and tenants, leading to better planning and wiser decision-making.

We offer excellent property specialists, in skills and experience, for successfully negotiating the most complex transactions including

• property sales and purchases
• residential housing development projects
• commercial property development projects
• leases and business tenancies
• agricultural and plantation land use and transactions
• construction and building projects.

Private client and estate planning

Our lawyers are well-versed in personal and often complex issues facing our private clients.  We provide clients with practical advice on appropriate structures and assist in ensuring that our clients’ affairs are in order.

Our services include:

• advising on the laws of succession and estate planning
• dealing with estate administrations
• drafting wills, trusts and advising on lifetime property disposition
• working with international trust companies to establish long-term tax effective structures
• advising on wealth management, including working with fund managers and tax advisers.

Additional services

These broad areas are complemented by specific expertise and experience in transaction structuring, legal due diligence, transaction negotiation and legal documentation as well as researching and issuing sector-specific and transaction-specific legal opinions. Dispute resolution advice is available on most aspects of litigation, mediation, arbitration and tribunal work, although court appearances will be handled through one of the firm’s local associates.

Coulson Harney also offers support services for its clients in the following areas:

• company and branch and representative office registration in Kenya
• business registration
• company secretarial
• registered address
• process agency
• searches and enquiries at Government offices and registries.

clients and recent deals

At Coulson Harney we advise clients from the public and private sector doing business in Kenya and across the African continent. These include banks, insurance and financial services institutions, manufacturing and services companies, technology and telecommunications companies, infrastructure, transport and construction companies, property development companies, agriculture and farming concerns, hotels, tourism and conservation organisations, local businesses, companies listed on the Nairobi Stock Exchange, government and non-governmental organisations and private individuals.

We also work with many international law firms and other consultants and their clients on Kenyan and regional matters and transactions.

Read an up-to-date list of our recent deals.

association with bowman gilfillan attorneys

Since its inception Coulson Harney  has been in a strategic and close association with Bowman Gilfillan, one of the premier South African corporate and commercial law firms. Bowman Gilfillan has over 350 lawyers (including partners) and has offices in Johannesburg and Cape Town. The partnership between the two firms allows seamless access to Bowman Gilfillan’s knowledge pool and to its world-class legal, IT and office management resources.

The association is a key step in the development of Coulson Harney’s and Bowman Gilfillan’s presence in the rest of Africa. Through its network of contacts Bowman Gilfillan is able to offer a joined-up legal advisory service to clients in a number of key markets around Africa.

Bowman Gilfillan has developed close ties with one of Nigeria’s leading law firms Udo Udoma & Belo Osagie and is in the course of bringing in law firm partners into its continent-wide Bowman Gilfillan Africa group from Tanzania and Uganda.  All of these firms will work with Coulson Harney to provide seamless legal advisory services to clients.

contact us for your legal requirements

Contact us today for more information about the legal services you require and to find out how we can be of service.