Rosa Nduati-Mutero

Rosa Nduati-Mutero

Managing Partner | ALN Kenya | Anjarwalla & Khanna

Physical Address:

ALN House, Eldama Ravine Close, Off Eldama Ravine Road, Westlands, Nairobi, Kenya

Postal Address:

P O Box 200-00606, Sarit Centre, Nairobi, Kenya

Telephone:

+254 20 364 0000

Email Address:

  1. Background

    Rosa is a Managing Partner in the Corporate department. She advises clients on capital markets transactions, merger and acquisitions, commercial, regulatory and compliance issues. She also specialises in corporate governance and employment law.

    Rosa consistently handles significant cross border transactions and has acted on most of the major consolidation deals in the region, including Equity Group on its acquisition of 79% of the share capital of ProCredit Bank in DRC, Equity Group in the acquisition of 66.53% stake in Banque Commercial Du Congo (BCDC), the oldest bank in DRC, Giro Commercial Bank on its sale of the entire issued share capital to I&M Holdings, Diamond Trust Bank in the acquisition of Habib Bank and Access Bank in connection with the acquisition of 100% of the shares of Transnational Bank.

    Leading worldwide legal directories consistently recognise Rosa as a leading lawyer. She is well regarded for her involvement in sophisticated transactions by Chambers Global, Legal 500, IFLR 1000, among other directories. Rosa was rated one of the region’s “top women under 40” by Kenya’s leading business newspaper, Business Daily.

    Rosa is an Advocate of the High Court of Kenya, a practicing public secretary, an accredited governance auditor and qualified to be a certified public accountant.

  2. Professional Membership
    • Law Society of Kenya
    • Institute of Certified Secretaries (ICS)
  3. Professional Qualifications

    2021: MBA, University of London, Queen Mary

    2006: Certified Public Secretary, Kenya Accountants and Secretarial National Examination Board

    2005: Postgraduate Diploma, Kenya School of Law

    2004: Certified Public Accountant, Kenya Accountants and Secretarial National Examination Board

    2003: LL.B, University of Nairobi

     

  4. Career Summary

    June 2022 – Date: Managing Partner, Anjarwalla & Khanna

    2009 – May 2022: Partner, Anjarwalla & Khanna

    2008 – 2009: Associate (Secondment), Stephenson Harwood, London

    2007 – 2008: Senior Associate, Anjarwalla & Khanna

    2004 – 2007: Associate, Anjarwalla & Khanna

    2003 – 2004: Legal Assistant, Kapila Anjarwalla & Khanna Advocates

  5. Awards & Recognition
    • Rosa was ranked band 2 by in the Corporate/M&A and Band 1 in the employment category by Chambers Global 2021
    • Rosa was ranked band 1 in employment practice in Kenya by Chambers Global 2021.
    • Rosa is ‘highly regarded’ in the areas of capital markets, Private Equity and M&A by IFLR1000, 2021.
    • Rosa is ranked by Legal 500, 2021 for the commercial, corporate and M&A and employment categories.
    • In 2011, Rosa was chosen as one of Kenya’s ‘Top 40 Women Under 40’ by Kenya’s leading business newspaper, the Business Daily.

    “Rosa is well recognised in the Kenyan market for her premier employment practice and she is frequently instructed by high-profile domestic and international clients to advise on disciplinary and investigation proceedings, including relating to senior executives, contractual reviews and employee retrenchments” Chambers 2021

    She is an “excellent lawyer” who possesses considerable experience handling cross-border work and is noted as an adviser who can “keep the momentum going in a discussion.”Chambers 2021

     

    “she understands the broader context and provides commercial insights,” with commentators praising her “strategic ability” and “very thorough work.”Chambers 2020

    “She ensures that all commercial agreements are meticulously captured and always ensures that you stay on track”Chambers 2019

    “She’s sharp and hard-working” Chambers 2018

    “Very thorough in her work,” and “very clear in her advice – concise, fluent and very practical.” – Chambers 2017

  6. Top Matters

    Corporate M&A

    • Advising Equity Group Holdings, one of the largest commercial banks in Africa by customer numbers and publicly traded on the Nairobi, Ugandan, and Rwandan securities exchanges, in connection with the amalgamation of Banque Commerciale Du Congo (BCDC) and Equity Bank Congo S.A (EBC) in the Democratic Republic of Congo (DRC) by way of transfer of the business and assets of EBC to BCDC in consideration of issuance to the shareholders of EBC of new shares in BCDC.
    • Acting for the shareholders of and for the Riara Group of Schools, a leading family-owned group of educational institutions, in connection with the sale of their shares and the subscription for shares to Actus Education Holdings, a holding company owned in part by an existing shareholder Actus Education AB and Proparco.
    • Acting for Leapfrog Investments, a private equity firm in connection with its acquisition of approximately 24% of the shares in ICEA Lion Insurance Holdings from First Chartered Securities, the holding company of the ICEA group of companies which undertakes insurance business in Kenya, Uganda and Tanzania.
    • Advising Carbacid Investments, a company listed on the Nairobi Securities Exchange (NSE) and Aksaya Investments, a limited liability partnership registered in Kenya in connection with the acquisition of up to 100% of the shares in BOC Kenya Plc, a supplier of industrial and medical gases by way of a public takeover offer under The Capital Markets (Take-overs & Mergers) Regulations, 2002.
    • Acting for Helios Investment Partners (Helios), a leading Africa-focused private investment firm, and Telkom Kenya (TKL), which is owned by Helios (60%) and Government of Kenya (40%), in connection with the merger of the second and third largest mobile telephony operators in Kenya – Airtel Networks Kenya (Airtel) and TKL.
    • Acting for Access Bank, a full service commercial Bank operating through a network of about 305 branches and service outlets located in major centres across Nigeria, Sub Saharan Africa and the United Kingdom, in connection with the acquisition of 100% of the shares of Transnational Bank, a commercial Bank in Kenya.
    • Acting for Kuramo Capital Management, an independent investment management firm, in connection with its investment of 24.99% of the shares in Trans-century, a company listed on the Nairobi Securities Exchange, including coordinating legal due diligences of the target group of companies in Uganda, Rwanda, Tanzania, South Sudan, South Africa, Mauritius, Zambia and the Democratic Republic of Congo; seeking regulatory approvals from the Competition Authority of Kenya, Tanzania’s Fair Competition Commission, and Capital Markets Authority; and preparing and negotiating the transaction documents, such as the share subscription agreements and loan agreement.

    Employment

    • Acting for Aga Khan Health Services, Kenya and the Aga Khan University in connection with carrying out the review and amendment of the trust deeds and rules of the Aga Khan Health Services Kenya Staff Pension and Life Assurance Scheme and the Aga Khan University Staff Provident Fund, in order to comply with the Retirement Benefits Act and its Regulations as well as the Income Tax (Retirement Benefits) Rules, 1994.
    • Advising the shareholders of Giro in connection with its sale of the entire issued share capital to I&M Holdings, including coordinating the redundancy and redeployment of over one hundred employees and negotiating with the Banking Insurance and Finance Union (BIFU) on employee matters.
    • Advising Equity Group Holdings in connection with its acquisition of 79% of the share capital of ProCredit Bank Congo S.A. in relation to structuring an ESOP for ProCredit Bank Congo, including preparing the governing rules for the ESOP structure.
    • Advising CDC Group in connection with drafting a new Employee Share Option Scheme (ESOP) Trust Deed, advising on employment laws and the employer’s obligations under Kenyan law, reviewing of the company’s employment documentation including the company’s HR policies and employment contracts in relation with its USD 140 million equity investment for 40.65% of the issued share capital in ARM Cement.
    • Acting for KK Security Services in connection with payment of overtime to unionised employees, including advising on the legality and interpretation of the provisions of various Collective Bargaining Agreements (CBAs) entered into by KK and the security workers’ unions; advising on the calculation of overtime based on the various CBAs; advising on the calculation of the effective date for the payment of overtime under the various CBAs.
    • Acting for Kenya Airways in connection with a suit before the Employment and Labour Relations Court against Kenya Aviation Workers Union challenging an illegal threatened industrial action including, successfully filing an application stopping the illegal industrial action pending the hearing and determination of a suit in this regard and preparing for and attending conciliation sessions by a team constituted by the Cabinet Secretary of the Ministry of Labour and Social Security.
    • Advising Planned Parenthood Federation of America in connection with their employment policies and internal disciplinary policies.
    • Advising Solar Panda in connection with employment compliance, including termination procedures and drafting related documents according to the employment laws in Kenya.
    • Advising Kuramo Capital Management in connection with renegotiating and drafting of employment contracts for senior management.
    • Advising Planned Parenthood Federation of America (PPFA) in connection with a planned restructuring of PPFA‘s operations in Kenya and globally.
    • Acting for a non-profit organization providing health care globally, in connection with disciplinary proceedings against some of its employees in its Africa Regional Office.
    • Acting for Center for Reproductive Rights in connection with various employment matters, reviewing the Center for Reproductive Rights Employment Handbook to ensure the same complies with Kenyan law statutory requirements and recent case law, providing advice in relation to review of employment contracts and the process to be followed in disciplinary actions.

    Corporate Governance

    • Advising Equity Group Holdings on the updating of its group code of conduct and reviewing and drafting individual codes of conduct for its subsidiaries in Kenya, Uganda, Tanzania, South Sudan and the Democratic Republic of Congo to take into account the Capital Markets Authority regulations, the Companies Act and the Central Bank of Kenya’s Prudential Guidelines as well as the respective local legislation at the subsidiary levels.
    • Undertaking a governance audit on a Tier I Bank listed on the Nairobi Securities Exchange and which is part of an international banking group.
    • Acting for British American Tobacco Kenya in connection with the mandatory Legal & Compliance Audit required under the Code of Corporate Governance Practices for Issuer of Securities to the Public 2015, including auditing the employment practices of BAT in 2020 and 2018 and specifically, reviewing employment contracts of different level of staff, company policies, collective bargaining agreements, employment related registrations and payment of statutory deductions, employee disputes and litigation, expatriate and immigration status, with a view to determining whether BAT had complied with the general employment legislation in Kenya.
    • Acting as the legal and governance auditors for Barclays Bank of Kenya (now Absa Bank) for the years 2017, 2018,2019 and 2020 in connection with the mandatory Governance and Legal & Compliance Audits required under the Code of Corporate Governance Practices for Issuer of Securities to the Public 2015.
    • Acting as auditors for I&M Holdings in connection with the mandatory Legal & Compliance Audit required under the Code of Corporate Governance Practices for Issuer of Securities to the Public 2015.
    • Acting for Equity Group Holdings in connection with drafting codes of corporate governance at group and subsidiaries level in compliance with local law requirements.
    • Undertaking a board evaluation for the Strathmore Research and Consultancy Centre for the year 2020 for the Board of directors, the various board Committees, peer evaluation, individual evaluations, and evaluation of the managing director.
    • Training the Board of Directors of Kakuzi in connection with the corporate governance requirements for listed companies under the Corporate Governance Practices for Issuers of Securities to the Public, 2015 and Kakuzi’s existing policies.

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