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Legal guides written by Adroit Law LLP:
Mergers & Acquisitions (M&A) in Nairobi, Kenya are governed by the Companies Act of Kenya, which has been in practice since 2015. The Act provides a comprehensive framework for M&A transactions, protecting the rights of local businesses, foreign companies, shareholders, and employees. The Competition Act of Kenya, administered by the Competition Authority of Kenya, is also hugely significant as it ensures fair competition and regulates anti-competitive practices.
M&A deals constitute complex transactions involving many legal, regulatory, and financial implications. You may require a lawyer to guide you through the due diligence process, to understand the risks involved, create a legal structure for the transaction, ensure legal compliance, and protect your interests. Lawyers with specialized knowledge in M&A law can also help in drafting contracts and acquisition agreements, negotiating the terms of the deal, and dealing with post-integration issues.
The Companies Act 2015 oversees the operation of all firms in Kenya and dictates the rules for mergers, acquisitions, and restructuring. Under this law, businesses are required to get approval from the Competition Authority of Kenya, which ensures the merger or acquisition does not result in the creation of a monopoly. If the firm has foreign participation, the Foreign Investments Protection Act (FIPA) becomes relevant. All M&A activities should also conform to regulations set by the Capital Markets Authority and where necessary, the Nairobi Securities Exchange.
The Competition Authority oversees all M&A transactions and ensures that they do not lead to a reduction in competition within the market. They can reject or approve transactions based on these factors.
The Companies Act has specific provisions to protect the interests of minority shareholders. These include the right to vote on the merger or acquisition and to receive fair and equitable treatment.
Yes. If a foreign company plans to merge or acquire a Kenyan company, it must obtain approval from the Kenya Investment Authority and comply with the Foreign Investments Protection Act.
The duration of an M&A process depends on factors like complexities of the deal, negotiation period, regulatory review, and approval. It can range from a few months to over a year.
Yes. The transfer of assets and shares in M&A transactions may attract tax liabilities. It's best to consult with a tax expert or M&A lawyer to understand the obligations.
Key resources include the Competition Authority of Kenya, the Capital Markets Authority, and the Kenya Investment Authority. These institutions provide useful details on compliance, regulations, and protection within the sphere of M&A. Also, the Nairobi Securities Exchange website highlights important notifications and updates on listed companies.
If you're considering a merger or acquisition in Nairobi, Kenya, consult with an experienced M&A lawyer to comprehend the legal intricacies involved. They can assist in due diligence, structuring the deal, regulatory filings, and ensuring a smooth transaction. They can also help in negotiation and dispute resolution if necessary.
