Corporate Law

Corporate law governs the most dominant kind of business enterprise in the modern world. It functions as the backbone of any company’s organisational structure, particularly as it grows and raises capital, undertakes transactions, and expands both domestically and internationally. At FB Attorneys, the lawyers take a practical approach to all corporate and commercial transactions.

The firm is home to some of the best corporate law practitioners in the region who cover a wide spectrum of corporate business matters including but not limited to:

Syndicated Lending
Trade Finance
Asset Finance
Asset and Share Purchase Agreements
Due Diligences
Joint Ventures
Company Restructuring

Winding Up
Insolvency Proceedings
Multi-jurisdictional Deals
Licensing
Distribution
Agency and Franchising

General Drafting
Rights Issues
General Commercial Law
Mergers and Acquisitions
Shareholder Buy-Outs
Succession Planning amongst others

The firm gives top priority to staying abreast in the law, which is possibly FB Attorneys’ greatest strength. These lawyers possess the know-how to help them navigate the corporate world for regional and international clients. They do not just take chances; these fine lawyers make calculated moves that have proven to be beneficial to our clients. The process starts with the preparation of a ‘tree’ diagram that outlines the client’s options and associated costs. The firm’s internal lawyers then challenge these ideas so as to arrive at the best strategic and economical solution possible. There exists a passion for work that is challenging; the attorneys’ technical expertise and reputation for excellence are borne out of the type and complexity of the transactions they handle.

Our experience in Corporate Law

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Advised and represented investors in of a pipeline project worth over USD 3B from North West Tanzania to Eastern Tanzania in all aspects of the law including land rights and acquisition, taxation, exemptions, environmental, anti-trust, compliance and regulatory issues, local content, immigration, insurance, project financing, securitization, corporate law, and contracts.

Acted for a foreign company developing the Standard Gauge Railway project from Eastern Tanzania to West Tanzania in a project worth USD 1.2B+.

Involved in a corporate takeover and restructuring of one of the largest local manufacturing conglomerates by a foreign MNC.

Represented a mining company in issues related to its rights over a special mining licence worth over

USD 500M

Acquisition of a mining company with one of its main assets in Tanzania by way of a scheme through change in shareholding at holding company level, value over

USD 1B

Financing and construction of an international hotel chain in Tanzania including marketing, branding, franchising agreements, value over

USD 39M

Acted for a takeover bid of a majority shareholding in a local bank, subject to regulatory approval.
Negotiated a gas sale agreement and other production rights agreements for a leading gas producer in Tanzania.
Worked with a major sugar producer in the establishment of a USD 55M sugar production facility.
Acted for an international company on a public private partnership project in the palm oil and agri sector, value of USD 80M.
Acted for a client in the acquisition of a hotel group in Zanzibar including structuring the deal at an appropriate debt equity ratio, value worth USD 18.9M.
Acted for a foreign company in negotiations for fiber optic cables into the interior of Tanzania and its borders, value over USD 56M.
Acquired over 200 prospecting licences, in addition to converting primary mining licences to mining licences.
Represented a mining company in issues related to its rights over a retention licence over a block worth over an estimated USD 75M.
Rescheduled a large conglomerates’ loan facilities and negotiated better terms, total facilities value above USD 70M.
Acted for one of the largest oil and gas players globally to get regulatory approval in Tanzania.
Consulted on cross border air-traffic rights’ in the aviation sector.
Corporate and Energy team negotiated, drafted and reviewed various production sharing agreements, operatorship agreements, transportation agreements, implementation agreements, management agreements and power purchase agreements, value: USD 10B.
Negotiated/drafted production-sharing agreement for lucrative offshore blocks.
Consulted for one of the largest banks in Africa on a turnkey hydro-power energy project.
Reviewed and applied for regulatory approval for a merger in the extractive industries worth over USD 10B.
Negotiated, drafted and transferred under an asset purchase agreement core assets of one of the largest conglomerates in Tanzania, in addition to seeking regulatory clearance for the transaction.
Reviewed reinsurance agreements for normal layered treaties, and facultative reinsurance for a private insurance company.
Negotiated and structured a loan agreement for a foreign bank lending to a locally registered entity, value above USD 100M.
Acted for a client in a USD 20M claims issue against an insurance company.
Advised a European company in the restructuring and ultimate liquidation of nine East African subsidiaries.
Assisted a client in the bid for one of the largest bridge projects in Tanzania, value worth USD 87M.
Consulted for various clients including our litigation on corporate related issues team under LCIA/ICC rules.
Represented a hospital in its ambitious expansion plans across Tanzania and East Africa, value above USD 70M
Represented clients before Ministries, Bank of Tanzania, Treasury Registrar, FCC, EWURA, TCAA, TCRA, SUMATRA, TIRA, RITA amongst others.
Consulted for several large companies on Tanzanian merger/acquisitions including compliance and regulatory approval of the parent ministries, Fair Competition Commission and tax authorities.
Structured a share purchase agreement under a scheme at the holding company level of a locally registered subsidiary including conducting full due diligence of local assets, value worth USD 157M.
Negotiated, drafted and reviewed a major supply contract to the government for a local manufacturer, value worth USD 18M.
Represented an international development agency in the implementation of a multi-million dollar educational institute of excellence.
Conducted a review of various non-life insurance policies and cover notes of a leading insurer for compliance with local legislation and ensure that policies are in line with reinsurance treaties.
Acted for an IT company on intellectual property rights agreements in addition to drafting SLAs with its clients.
Represented one of the biggest agro groups globally on project implementation including negotiations for a takeover of an old parastatal, value worth USD 22M.
Consulted for one of the biggest inland container depos on compliance and expansion.
Consulted for a client who intends to go public in the Dar es Salaam stock exchange. Our team guided the client on both ensuring full tax and statutory compliance, in addition to consultancy on the pros and cons of going public and presented on the requirements under securities laws in Tanzania and as required by the Capital Markets and Securities Authority (CMSA).
Consulted for a publicly listed company on compliance issues pertaining to public disclosures. Our team also conducted a health check for the client.
Consulted for a client who wishes to raise close to USD 15M by bond issuance on the Dar es Salaam Stock Exchange.
Worked with a foreign client on issues pertaining to opening up of securities trading for foreign brokers and companies to participate.
Consulted for a private equity firm on its takeover bid of a local conglomerate with interests in the agri, manufacturing and exportation business. Deal value worth USD 39M.
Represented a foreign bank in a project financed power project in Tanzania.
Consulted for one of the largest manufacturers on compliance with the Occupational and Safety Health Act and the Tanzania Bureau of Standards.
Regularly present to boards on compliance and statutory obligations of board directors.
Consulted for a port operator in reviewing local laws and involved in the drafting of a framework agreement for the Bagamoyo Port, value USD 8B.
Study of the legal framework to proceed with the development of the Kisarawe Freight Station project on a PPP basis.
Initial consultancy on the legal framework in Tanzania and East Africa for the development of a port on Lake Tanganyika under the the Nepad–Infrastructure Project Preparation Facility (Nepad-IPPF).
Review of the project finance proposal for infrastructure development project of a Coal Mine.
Acted for a client in the bidding for the Kigamboni Bridge project, project valued at USD 90M+.
Acted for a client in the development of a PPP construction project for low and medium cost houses deal valued at USD 700M+.
Setting up the second largest export processing zone manufacturer, value worth USD 29M.
Lead counsel in the setting up of the largest export processing zone in Tanzania, value USD 80M (phase 1).
Consulted for an investment bank, through a foreign law firm, for financing modalities of upgrading Mtwara Port.
Conducted a review of private entities financing proposal for the Mtwara Development Corridor related to roads, railway and power.
Worked on a Build Operate and Transfer (BOT) arrangement the establishment of an aircraft maintenance hangar in Dar and other upcountry centres, value worth USD 19M.
Involved in contract negotiations with the Government on behalf of a foreign company for the laying out of fiber optic cables across Tanzania and in the landlocked countries of Burundi, Rwanda, Malawi and Zambia, value USD 200M.
Lead legal consultant to one of the world’s largest solar companies to establish a 100MW plant in Tanzania, value USD 105M.
Negotiated for clients with the state owned power utility for two power purchase agreements, deal worth in total USD 620M.
Consulted for a copper mining company from Asia on concession rights and mining licence, value worth USD 21M.
Consulted for some of the biggest names in the mining industry and acquired over 200 prospecting licences, in addition to converting primary mining licences to mining licences.
Advised a financer and bank on the development of a gas powered electricity plant in Southern Tanzania.
Conducted an environmental and social impact assessment of two mines in line with local legislation.
Consulted for one of the largest banks in Africa on a turn-key hydro power energy project.
Consulted for a large bank that was intending to enter the market by acquiring a smaller bank.
Banking team routinely perfects securities, conducts due diligence & collections, draft/vet all types of banking documents including loan agreements, offer letters, debentures personal guarantees, corporate guarantees, mortgages, syndicated loan agreements, security sharing agreements.
Represented companies before the FCC on various anti-trust matters including anti-competitive behavior, abuse of market dominance, cartel and product recall, value worth over USD 4B.