Godwin is a Senior Associate with the Corporate Advisory team at MMAKs Advocates. He specialises in mergers and acquisitions and also advises on all types of corporate and commercial law related matters, including capital markets, oil and gas, Public Private Partnerships (PPPs), telecommunication and data privacy, insurance, insolvency and private equity.
Godwin also routinely advices on various tax matters relating to income tax, VAT, withholding tax, transfer pricing, capital allowances and deductibility of expenses.
Godwin is an Advocate of the High Court of Uganda and Kenya and is also admitted to the New York State Bar. He holds an LLM degree in corporate law from Cornell University Law School and an LLB Degree from the University of Pretoria. He previously worked with ALN Kenya|Anjarwalla & Khanna, Kenya’s largest law firm.
MEMBERSHIP IN PROFESSIONAL SOCIETIES
- Advocate, High Court of Uganda
- Advocate, High Court of Kenya
- Member, Uganda Law Society
- Member, Law Society of Kenya
- Member, New York Bar Association
- Member, American Bar Association
- Postgraduate Diploma in Tax and Revenue Administration, East African School of Taxation
- Postgraduate Diploma in Law, Kenya School of Law, Kenya
- Master of Laws (LL.M), Cornell University, School of Law, USA
- Bachelor of Laws (LL.B), University of Pretoria, South Africa
- 2021 - DATE Senior Associate, MMAKS Advocates, Uganda
- 2019 - 2021 Principal Associate, MMAKS Advocates, Uganda
- 2017 - 2019 Associate, MMAKS Advocates, Uganda
- 2016 - 2017 Associate, Anjarwalla & Khanna Advocates, Kenya
- 2015 Trainee Lawyer, Anjarwalla & Khanna Advocates, Kenya
AREAS OF EXPERTISE
- Corporate and Commercial
- Corporate M&A
- Projects, PPPs and Infrastructure
Mergers and Acquisitions
- Acting for Vivo Energy Investments, a company incorporated in the Netherlands and listed on the London Stock Exchange and with operations in marketing and distributing petroleum products under the ‘Shell’ brand and Engen brand in 23 countries across Africa, in connection with a 50% acquisition of Kuku Foods, a company that operates fast food restaurants under the KFC (Kentucky Fried Chicken) brand in various African countries.
- Acting for Qatar Holding LLC, an affiliate of the Qatar Investment Authority (QIA), the sovereign wealth fund of the state of Qatar, on entering into an agreement to invest USD 200 million in Airtel Mobile Commerce BV, one of Africa’s leading mobile money businesses.
- Acting for PayPal Inc., a USA payments company, in its equity investment in Flutterwave Inc., a Nigerian and U.S. based payments company with offices in Lagos and San Francisco. Flutterwave provides a digital payment solution for merchants operating within multiple African countries. We conducted a high level financial and regulatory compliance and licenses review in respect of Flutterwave’s activities in Uganda.
- Advising Asian Paints Group, a leading Indian paint company manufacturing a wide range of decorative and industrial use, in connection with a proposed acquisition of shares in Basco Products (Kenya), a leading paint manufacturer in Kenya that wholly owns Basco Products (Uganda) Ltd, which is also involved in the paint manufacturing business, including conducting a comprehensive due diligence on Basco Products (Uganda) and advising on the regulatory approvals required for the transaction and completion procedure.
- Acting for Sanlam Limited, the holding company of the Sanlam group of companies, in connection with its proposed joint venture with the Allianz group of companies. We are advising Sanlam on the financial, competition, tax and corporate related matters.
- Advising Bayport Management, an African consumer lending company, in a proposed Initial Public Offering and listing on the London Stock Exchange (IPO). In preparation of the IPO, we were instructed to conduct a high level due diligence on a Bayportsubsidiary in Uganda and also advise on any regulatory compliance in Uganda as a result of the IPO.
- Acting for Catalyst Principal Partners, a leading private equity firm, in connection with a cross-jurisdictional deal involving the merger and acquisition of Superfoam, Euroflex and Vitafoam, all leading manufacturers of polyurethane foam and spring mattresses in Kenya, Uganda and Malawi, including conducting due diligence on Euroflex, advising on the tax structuring, advising on regulatory approvals and advising on the completion procedure.
- Advising Gateway Delta Development Holdings, a Mauritian real estate development company, in connection with its acquisition of Metroplex Shopping Mall, including conducting a due diligence on the shopping mall, drafting and negotiating the business and asset purchase agreement, drafting and filing relevant statutory forms for transfer of property as well as obtaining necessary consents from government authorities.
- Acting for Mandela Auto Spares (t/a Café Javas) in connection with the acquisition of three property leases from Good African Coffee and Good African Café, including drafting and negotiating of the sale agreement of the property leases.
- Acting for Lexington Properties Limited in connection with the acquisition of Acacia Mall, the largest shopping centre in Uganda. We undertook due diligence on the property and drafted the sale agreement for the property.
- Acting for the shareholders of Giro Commercial Bank, a commercial bank in Kenya, in connection with its sale of the entire issued share capital to I&M Holdings, a publicly listed regional bank with operations in Mauritius, Kenya, Tanzania and Rwanda, followed by the simultaneous transfer of assets from Giro to I&M Bank, a wholly owned subsidiary of I&M Holdings, at completion of the share transaction.
- Acting for Chandler Corporation, a private investment group based in Singapore, in connection with its exit of the Kenya market through a sale of its majority stake in a local chain of health clinics, including drafting and negotiating a share sale agreement and dealing with competition related regulatory matters including liaising with the national competition regulator.
Projects, PPP and Infrastructure
- Acting for Uganda National Oil Company (UNOC) in sourcing a strategic partner to undertake and implement the Kampala Storage Terminal (KST) Project. We are involved in the commercial and financial structuring of the KST project, specialist legal advisory services, advisory on the selection of UNOC’s strategic partner including preparation of Terms of References (TORs), Information Memoranda, and term-sheets for key financing and commercial agreements, documentation of UNOC’s equity contribution to the project and advisory during commercial negotiations.
- Advising Africa Finance Corporation (AFC) that was approached by Yaatra together with its partners: Saipem, Lion Works and Baker Hughes - a General Electric Company – (the “Consortium”), with respect to contributing to the financing of the development of the 60,000 barrels per day refinery, a 211 km pipeline to transport the refined crude, an on-site storage facility and separate receiving storage terminal in Buloba on the outskirts of Kampala, Uganda.
- Acting for ResponsAbility Renewable Energy Holding (rAREH), a Mauritius based investment company with a focus on small-scale renewable energy projects in East Africa seeking to acquire a stake in 2 hydro power projects in Uganda, including conducting a comprehensive due-diligence on two hydropower projects which among others included a review of the respective power purchase agreements, construction contracts, operations & maintenance agreements, land leases, governmental support agreements, financing documents, shareholder and shareholder loan agreements, and other relevant material contracts, regulatory licences, employment contracts and insurance arrangements.
- Advising the International Finance Corporation in connection with the regulatory framework applicable to a proposed Public Private Partnership for the construction of a highway in Kampala, funded by the IFC, including advising on regulatory issues including procurement of contracts with the government, environment matters, employment and immigration matters, finance and tax.
- Acting for Crown Beverages, a subsidiary of SABMiller, in connection with a tax appeal at the Tax Tribunal of Kenya against a tax demand by the Kenya Revenue Authority for custom duties, including advising the client on customs regulations and provisions under the East African Community Customs Management Act.
- Successfully representing Diamond Trust Bank of Kenya in connection with a tax appeal at the Tax Appeals Tribunal against an assessment by the Kenya Revenue Authority (KRA) on withholding tax on fees charged on its overseas nostro accounts. The decision, which was not appealed to by the KRA, set a precedent on the applicability of withholding tax on fees charged on nostro accounts by foreign banks.