www.ligomarc.com This is who we are is a financial and corporate law firm. Our partners have individually enjoyed varied corporate experience including experience in audit firms and financial institutions. We have also built a blend of expertise out of some of the complex and ground breaking assignments that we have handled over the years. Our lawyers have thus become multi-specialists equipped to handle a broad range of legal matters in and business. We leverage upon our experience and industry knowledge to provide our clients with advice that is practical and sensitive to their needs.

As the first ISO certified law firm in , our unique approach and work culture is delivering our values: Integrity, Relationship and Excellence. Our Story

Ligomarc Advocates was founded as a sole practice We have been at the forefront of many significant in 2003 by Ruth Sebatindira. The practice would legal developments and we are commited to maintaining later become a partnership with Kabiito Karamagi our position as a major player in the provision of legal joining in 2006, Joshua Ogwal in 2011 and Olivia and consultancy services in Uganda. Matovu in 2015. We remain committed to innovating new ways to Despite our growth and evolution, we have meet your needs and exceed your expectations. remained true to our values and our commitment to deliver an unrivalled client experience.

We take time to study and appreciate your business and the industry in which you operate. Our Vision

Our vision is to be a leading Ugandan provider of legal services.

Our Mission Our mission is to offer accurate and prudent legal advice to promote our clients’ business growth. Objectives We set out to give our clients high quality legal services by understanding the operations and environment of their businesses, employing a thorough, efficient and cost effective mode of work and offering commercially prudent and practical solutions.

To have market leading presence and experience, making us the first choice among the leading national and international institutions seeking advice in our areas of expertise. PRACTICE AREAS

We believe that our relationship with you must be one based on trust and confidence. Banking and Finance

We advise local, international and multilateral financial institutions on the financing transactions they undertake in Uganda. Our experience enables us to render appropriate guidance on various financing structures and instruments necessary for each deal. We advise on asset and liability management instruments, corporate finance, asset finance, construction finance, trade and structured finance. We also have a strong reputation in handling litigation arising from financial and banking disputes. Our teams have participated in litigation that has contributed to Jurisprudence on finance leasing, insolvency, securities and other commercial legislation in Uganda.

We are market leaders in the provision of leasing and asset finance consulting services. Our asset finance consulting team provides advice on deal structuring, product development and risk management across the East African region. Infrastructure Projects

We advise financiers, developers and public sector entities in project finance transactions, public private partnerships (PPPs) and private finance initiatives (PFIs). Our advice covers each aspect of the project cycle, including due diligence reviews; development of risk matrices (risk identification and mitigation); deal structuring; and procurement. We aim at delivering innovative solutions that ensure the effective achievement of win-win deals. We have a deep understanding of the regulatory environment for the energy, mining and oil and gas industries and we Energy & Mining are actively involved in industry activities. We participate in the energy sector reviews through which the government of Uganda shapes policies for the energy sector. Our team has also partici- pated at the National Working Group on the review of the mining regulatory framework. We are thus well placed to have a unique insight into the architecture of the industry and its future.

We offer advice to agencies and businesses engaged in different aspects of the value chain in energy creation, including; electricity generation and supply; concessioning; energy finance; regulatory issues; and oil and gas contracting. We have represented the Electricity Regulatory Authority in an unprecedented electricity litigation at the Electricity Appeals Tribunal and we have also handled mining disputes in the Courts. Dispute Resolution

Our lawyers have a strong successful record in the Courts and have credibility in commer- cial litigation, mediation and early closure of disputes even before they are filed at the courts. We represent clients at all tiers of the Court System and have been engaged in several major ground breaking court cases in enforcement actions, insolvency disputes, defective securities claims, asset finance and leasing matters. Other areas of dispute resolutions include; commercial agree- ments, shareholders, company liquidations and employment disputes.

Our creative and pre-emptive solutions to our clients’ problems help us to manage internal corporate investigations, govern- ment-mandated investigations and assist boards, in-house counsel and board committees to identify problems and ensure compliance to mitigate litigation costs and risks.

We regularly seek your opinion on how we are handling your instructions and views on how we can do better. Insurance Insolvency practice

We have a thorough understanding of all of the legal and regulatory issues that need to be addressed in insurance transactions. Our team maintains a close connection with regulatory developments affecting the industry and are actively involved in industry activities. We appreciate issues and challenges facing insurers Our insolvency team has distinguished and have the ability to adapt to changing client needs. itself as the leading insolvency practice Our knowledge of the insurance industry enables us to in Uganda. We have successfully tailor advice that focuses on the client and their acted as receivers and liquidators for business objectives. several companies in different sectors of Uganda’s economy including: We have advised on transactions affecting the ownership hospitality; agro-processing; education; and control of insurance companies and distribution manufacturing; and information channels. We also provide commercially astute advice technology. We have also advised in in mergers and acquisitions and corporate governance the restructuring and re-organization of support to insurers. insolvent companies, and participated in the development of Uganda’s insolvency legislation. Our firm’s unique experience in insolvency makes us the advisors of choice in the insolvency area. Forensic audits Tax advisory

We advise our clients on tax planning for their business enterprises and transactions. Our tax team also represents our clients in negotiations with the Uganda Revenue Authority and handles tax arbitration and litigation before the Tax Appeals Tribunal and Courts of law. Given the global nature of several businesses We are aware that businesses are constantly at risk of operating in Uganda, we maintain loss resulting from fraud and deficient transaction strong partnerships with law firms documents. Our forensic audit service is aimed at and tax consulting firms in different managing the fraud and legal risks that our clients jurisdictions with whom we work to face. The forensic audits enable our clients confirm the ensure that our services provide our adequacy of their internal risk management processes clients with a significant value-add on and contractual documentation. We also recommend tax issues. appropriate action that our clients may take to mitigate Our good working relationship with the risks they face. the Uganda Revenue Authority helps us to seamlessly resolve tax issues. Product development We partner with our clients in pursuing innovations that enhance their competitive edge in their respective markets. Our service is aimed at ensuring the mitigation of risk that may be inherent in the devel- opment of new products and protection of intellectual property.

We take time to appreciate your business concerns and offer commercially prudent and practical legal advice. Regulatory Compliance

While we recognize the value of Government regulation, we also appreciate the complexity that it presents to businesses and private and public corporate institutions operating in regulated sectors. We develop compliance solutions that enable our clients to properly identify, monitor and report on compliance obligations. We have developed our Marc Comply tool as one of the solutions that will enable our clients to properly identify, monitor and report on compliance obligations.

Corporate Governance The importance of strong governance systems in a strong modern business enterprise can never be over emphasized. Our governance services are targeted at enabling our clients put in place governance systems that are appropriate for their unique business environments. Our governance services include: the conduct of governance audits; advisory on board structures and procedures including development of Committee Terms of Reference and Board Manuals; and advisory on company law issues.

As a partner in your business, we work to assist you meet your business goals and objectives. PARTNERS’ PROFILES

The Firm is richly serviced by charismatic individuals. We are flexible with your demands and highly responsive to your needs. As business-minded people, we take time to appreciate your business concerns and offer commercially prudent and practical legal advice. Ruth Kabiito Sebatindira Karamagi Partner Partner Ruth has nearly twenty years’ experience in Kabiito Karamagi, currently the Managing Partner of commercial litigation, commercial loans transactions, the Firm, is an advocate of seventeen years standing, tax and corporate advisory. She has represented and specializes in corporate insolvency and restructures. in enforcement actions, insolvency disputes, As one of Uganda’s leading Insolvency practitioners, defective securities claims and asset finance and Kabiito has been at the centre of major corporate debt leasing matters. Her other areas of litigation experience restructures and turnarounds in Uganda. He also include; commercial agreements, shareholders' disputes served as a Government of Uganda Consultant on and company liquidations. Ruth has also handled some the reform of the laws governing Corporate, individual of the unprecedented trademarks and drug regulations and cross border insolvency. disputes in Uganda. He is also an expert in leasing law and has been Ruth heads the firm’s tax practice and works to offer retained by the World and the International only the most prudent advice on various aspects of Finance Corporation on numerous occasions to both national and international tax law. She advises undertake various consultancy assignments on on business set-ups, reorganizations, intra-group finance leasing in Rwanda and Cameroun. A services agreements and transfer pricing issues. seasoned and respected litigator, his wide experience She previously worked with Deloitte Uganda as Tax includes representing financial institutions in creditor Advisor before founding Ligomarc. Ruth holds a enforcement claims; serving as Lead Counsel of a Masters in International Business Law from the consortium of lawyers and successfully representing University of Manchester, UK. She is a member of the electricity regulator in the biggest regulatory the International Bar Association, the International dispute in Uganda; and successfully representing Fiscal Association, Uganda Law Society and East dissatisfied bidders for two of the largest infrastructure Africa Law Society. projects in Uganda.

Ruth served as President of the Uganda Law Socie- Kabiito is a Fellow of INSOL International. He holds a ty for an unprecedented term of 3 years during the Bachelor of Laws Degree (LLB) Hons. from period March 2013- April 2016. University, and Post Graduate Diploma in Legal Practice (DIP.LP) from , Kampala. Joshua Olivia Odoc Ogwal Kyarimpa Matovu Partner Partner Joshua heads Ligomarc’s Finance, Power and Infrastructure Olivia heads the Dispute Resolution practice of the practice under which he oversees the Firm’s advisory on firm. Her ten years’ experience covers representing infrastructure transactions. Joshua is a leading financial financial institutions and corporate entities in contractual lawyer in Uganda of seventeen years standing. He has disputes, security enforcements and employment significant experience in providing financial and matters. infrastructure law advisory, including advisory on devel- opment and restructuring of electricity projects, advice on Prior to focusing mainly on dispute resolution, Olivia compliance and regulatory issues, and project finance. spear headed the firm’s securities audit and perfections practice to support risk teams in financial institutions. Prior to joining Ligomarc, Joshua worked within Uganda’s She has also worked on tax transaction assignments in Industry as an in-house counsel. He the areas of corporate tax and customs. led teams at Dfcu Group (DFCU), a financial services group in Uganda, where he rose to the position of Head Olivia is keen on sharing the knowledge she has of Legal and Corporation Secretary. He also worked with acquired over the years. As such, she is a member of the East African Development Bank (EADB) as Principal the Ugandan Faculty of the Justice Advocacy Africa, a Legal Officer where he advised on several financing non-government organization, affiliated to the National transactions in Uganda, Kenya, Tanzania and Rwanda. Institute for Trial Advocacy Minnesota, that trains Advocates During his employment in the financial sector, Joshua and Lawyers in Trial Advocacy skills, where her services participated in several complex financial and commercial in this regard are on pro-bono basis. transactions, including: Syndicated loan transactions, Corporate and Project Finance transactions, Public Private She is a member of the Uganda Law Society, East Partnerships, Equity finance transactions and derivative African Society, Young International Arbitration Lawyers transactions. He has also had significant Company law and the Editorial Board of the Uganda Law Reports. and Corporate Governance experience, having advised She is also a lecturer at the Law Development Centre both the Boards of DFCU and EADB. where she shares her knowledge and skills with upcoming advocates. Joshua holds a Masters of Science (MSc.) degree in Finance and Financial Law from the University of London (Centre for Financial and Management Studies) and is an Advocate of the 5th Floor Western Wing Social Security House, 4 Jinja Road P. O. Box 8230 Kampala, Uganda Tel: +256 414 255 801 / 312 264 154 Email: [email protected] www.ligomarc.com We have a deep understanding of the regulatory environment for the energy, mining and oil and gas industries and we Energy & Mining are actively involved in industry activities. We participate in the energy sector reviews through which the government of Uganda shapes policies for the energy sector. Our team has also partici- pated at the National Working Group on the review of the mining regulatory framework. We are thus well placed to have a unique insight into the architecture of the industry and its future.

We offer advice to agencies and businesses engaged in different aspects of the value chain in energy creation, including; electricity generation and supply; concessioning; energy finance; regulatory issues; and oil and gas contracting. We have represented the Electricity Regulatory Authority in an unprecedented electricity litigation at the Electricity Appeals Tribunal and we have also handled mining disputes in the Courts.