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Lewis Ndonga is an Advocate at FMC, with interests in corporate advisory, commercial transactions, dispute resolution, tech and data protection law and real estate law. He lends his talents and knowledge towards foreign complex commercial transactions, such as issuance of phantom shares, credit facilities from international lenders and digital currency regulation and applicability in Africa. Further, he has advised clients on several matters in tech and data protection law, including data privacy compliance, IT services consultancy contracts and non-disclosure. Also, he plays a large role in dispute resolution, including preparation of necessary documents for institution and defending legal suits, and assisting in negotiation of commercial disputes.
Key Matters
Corporate Advisory
- Advised a South African based company on setting up a local entity in Kenya, registration and compliance requirements.
- Reviewed a phantom share agreement for a Kenyan based building and construction company, for issuance of phantom shares as a means of benefit for certain employees. This involved cross border review of documents prepared in Spain and aligning the same with Kenyan law.
- Prepared legal opinions on the regulatory regime on cryptocurrency in Africa. This involved giving a comparative jurisdiction analysis with Ghana, Tanzania, Guinea-Bissau and Uganda, including advising on foreign exchange controls, digital currency regulation and payment systems regulations in the various jurisdictions.
- Reviewed various documents for a hotelier on a complex transaction to secure a loan facility from a London bank. This included advise on issues on movable security laws and charges on immovable property, and escrow agency in Kenya.
- Advised on restructuring of a real estate company with an aim of ensuring tax compliance while assessing tax liability of the company. This included restructuring of the share structure and rights attached, assessment of taxes payable and effects of possible restructuring on the sale of developments in Kenya.
Employment law
Prepared a human resource policy for a Kenyan betting and gaming company that handled on a wide range of issues such as termination procedures and dues, leave, employee benefits, disciplinary procedures etc.
Advised a Kenyan based building and construction company on onboarding foreign independent contractors hired to secure investment in various projects in Kenya, including preparation of contract of services.
Provided advise to a Kenyan betting and gaming company on preparation and implementation of franchise agreements. This includes advisory on termination, breach and remedies available under such franchise agreements.
Dispute resolution
- Preparation of necessary applications and pleadings for institution of a defamation suit against an online blogger on issues that included failure to comply with injunctions, and contempt of court.
- Preparation of necessary applications and defence in a dispute before the Business Premises and Rent Tribunal where we addressed the question of the jurisdiction of the tribunal on disputes arising from license agreements. We pursued alternative means of settling the dispute out of court.
- Preparation of correspondence for a client in seeking compensation from Kenya Electricity Transmission Company Ltd for the compulsory acquisition of property to establish a wayleave for laying and constructing power transmission lines.
- Prepared documentation for a purchaser on a dispute running for more than forty years on purchase of land. The dispute involved denial of access to the land, registration of restrictions on the title, and death of the seller before transfer. We proceeded with negotiations and entered into a settlement agreement.
Intellectual Property Law
- Prepared production agreements for a local company of both audio and audio-visual advertisements with various production agencies that provided for protection of copyright and trademark in productions.
- Advised a local creative agency on infringement of their copyright by third parties, particularly appropriation of clients, artistic works, and design of their websites.
- Reviewed a sponsorship agreement between a betting company and a local sports federation for the sponsoring of a national team, paying attention to the rights to use the sponsor’s trademarked logos for advertising and branding.
Real Estate
- Prepared and advised a betting and gaming company on purchase of an apartment to assign to the winner of a promotion run in Kenya.
- Prepared lease agreements for lease of a supermarket from one company to another, with the same shareholding and directors. This included application for exemption from payment of stamp duty
- Reviewed a license for a real estate developer to license a space to Safaricom PLC to erect telecommunications tower and other necessary equipment.
- Reviewed various lease agreements for a Kenyan clothes retailer in various malls, plazas and shopping centers across Kenya, including in Nairobi, Eldoret and Mombasa.
- Drafted and negotiated Agreements for Sale for the sale of various developments, including incorporating the recent requirements of the Sectional Properties Act into Agreements for Sale.
- Drafted sub-leases and share transfer deeds for the sale of apartments at various developments.
- Prepared a revenue share and property management agreement to cater for a real estate company engaged in property management of their apartment complex for interested purchasers. This included specifying benefits to the apartment owners, the share of collected rental revenue and the expenses incurred in management.
- Conducted trainings on Sectional Properties Act and the enabling Regulations, to real estate developers. This included explaining the differences between the previous legal regime and the Sectional Properties Act, and the positive implications of the new law.
Tech and Data Protection
- Advised a various companies involved in real estate, betting and retailing/distribution of international clothes brands on the provisions of the Data Protection Act and the enabling Regulations. This included advising on registration of data controllers/processors, appointment of a data protection officer, lawful processing of data and requirements for data processing under direct marketing.
- Drafted various data privacy compliance documents for non-profit organizations in the medical sector, including patient privacy policies, employee data privacy policy, consent measures. This also included review of existing documentation such as employee contracts, non-disclosure agreements, service contracts.
- Advised companies involved in real estate on outsourcing of IT services for sensitive information, including review of service level agreements, non-disclosure agreements and data processing agreements.
Other areas
- Prepared an anti-money laundering policy for a betting company, including provisions regarding internal reporting mechanisms of any suspicious transactions, role of the staff (including the money laundering reporting officer), compliance with the Financial Reporting Center and the Betting Control and Licensing Board and internal periodic money laundering risk assessments.
It is the quality of one's convictions that determines success, not the number of followers.
Remus Lupin