“Being part of and running a law firm is no mean feat – both as an advocate and as a Partner. You have a group of trusted and reliable employees, colleagues and mentees who all look up to you; not only for advice, guidance and your legal expertise; but they also expect remuneration. Often times, clients come to us and granted, the work gets done. However, the payment may come in much, much later than you would anticipate. And you have your employees waiting on you, having put in the hours and seen to it that their desks are ready for more files, more casework and more tasks to complete. Yoh.” This is what was spinning, has been swirling and continues to run through my mind when I am around our partners, Allan and Felicia, in the office. Be it in the Nairobi, Mombasa and now Kwale (Kwale town and Lunga Lunga) county offices, they bear the responsibilities of being our employers and mentors with such grace and passion.
In this, I came to learn that having not just national or regional clients, but international donors and investors as clients to obtain and rely on, provide more than just a safety net. It provides a cushion. A cushion most legal practitioners will tell you, comes in very handy in times of economic binds. So in as much as you can close deals, (which will be published soon by one of my colleagues), you also have to know when it is time to have backing in order to have those deals locked down and bringing in the income, for when you need it. And even when you do not.
With the growth of MMS Advocates LLP, our partners have found themselves in meetings with various groups of people – chief among them, donors and investors. Be it them wishing to set up shop in the country or be part of some of the work we are involved in (across various organizations and companies); and in particular, businesses; these two categories of people are not what you would typically expect in a meeting setup. Most times, my colleagues and I will find ourselves dressed in our power suits, ties and shiny & spiffy shoes to match. Only to walk into the room to find a group of strapping, relatively young and bright eyed men and women (they are not the typical investors from a few years back that I heard or read about). Dressed in khaki pants, loose shirts or dresses, comfortable sneakers or open sandals, they don huge smiles on their faces. And more often than not, they will definitely crack a few jokes at your expense.
SideBar: International investors, including individuals, corporations, and financial institutions, allocate capital across borders to diversify portfolios, mitigate risk, and tap into growth opportunities in foreign markets, often targeting infrastructure, technology, and emerging economies. These investors are crucial for mobilizing capital in developing nations but must navigate complex regulations, local participation requirements, and economic volatility. International investors and donors in Kenya span sectors like technology, health, and renewable energy, with key players including the U.S. and UK governments and various VC firms. Key investment avenues include the Kenya Angel Investment Network and accelerators like The Baobab Network.
The work, however, is more serious. Ranging from setting up and structuring businesses, at MMS we are usually advising on the appropriate legal structures for our clients’ needs; coupled with handling all the registration processes with bodies like KRA, Registrar of Companies and the like. Of course, with wanting to operate here, one of the key things an advocate is to advise an international investor is the regulatory compliance involved – from local laws to sector specific regulations such as in mining, for example. We cannot forget about investment certification: this is where the conversation would either lock in your client or chase them. Some clients have mentioned (a rather polite way of actually saying they have complained) of those in this noble profession who would charge above and beyond what would be reasonable fees; not to mention that there are avenues and regulations to adhere to and easy to follow online that clients often look up. We do advise and assist to obtain an Investment Certificate from the Kenya Investment Authority (KenInvest), which can provide benefits like incentives and facilitation in acquiring necessary licenses. In most cases, we handle clients whose capital exceeds $100,000, hence the need to involve KenInvest.
Here, I would be remiss not to say, honesty is indeed the best policy. Clients can tell when you are being shrewd or naïve, scrupulous or dishonest, and they can definitely tell when you are out to take them for a ride and just take their money. Believe me, your journey to working with local or national investors, leave alone regional or international ones, will not go far. When it comes to investments, naturally the investor settling down in the country of operations is bound to take place. Most clients are always coming to us on how best to navigate this particular area, as it can be taxing and overwhelming. Guiding on obtaining the necessary work permits (such as the Class G Investor Permit) and dependent passes for foreign personnel and their families; as well as advising on local employment law issues; is not only a necessity, but a much appreciated balm to your client once they know that such processes can be handled with care and due diligence.
Which segues me into the very last phrase I used above: due diligence. Having an international investor as a client does not end with setting up their business or getting them permits and ensuring they follow the law. No, you become a guide for them. Conducting thorough legal and reputational due diligence on potential local partners or assets, and advising on risk management strategies to prevent future disputes, is part of the package. You cannot allow your client to become fodder for bloggers; neither would you let them enter into agreements with persons you would not work with yourself. This is a very crucial bit – your own reputation is also on the line. When you bear that in mind, you are more likely to ensure everything is done by the book. Or you become the newest post on X or a TikTok reel for being greedy, sly and shady. However, in the event things do go south, you should be ready to handle things with poise, calm and with all the skills that you have rightfully earned as an advocate. We have not had the unfortunate opportunity to represent investors in commercial disputes through ADR mechanisms or court proceedings, but in the moment we do, the entire firm would be prepared. These do not come as often as you might think, as you will find those cases that do make it to the public domain, had a step or two as I’d mentioned above, sorely missed.
International donors are not so far removed from international investors, but their line of engagement differs on a few areas here and there. While as a law firm, we would still provide critical support in robust governance structuring, compliance, financial oversight and internal controls, the steps in assisting and taking them on as clients come with its own regulations and stipulations. It is no wonder that our seniors remind us that lawyers and advocates (and anyone within or around the legal sphere, to be honest) never stop reading. Each year, a new regulation or law comes into being, so should your legal memory bank. A wonderful example would be during assisting with the registration of national and international Public Benefit Organizations (PBOs) under the new Public Benefit Organizations Act of 2013 (which replaced the NGO Coordination Act). Many may make the mistake of thinking the NGO Coordination Act is still in play.
One key aspect with working with international donors, means that you will have to help them understand and comply with the specific financial management, reporting, and audit requirements of various international donors (e.g., U.S. and European entities), which have the strictest Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) stipulations around. Again, your scruples will be your guiding light. As is with any local or national client, your international donor will require assistance in ensuring the organization’s activities and financial flows align with both Kenyan laws (like the Proceeds of Crime and Anti-Money Laundering Act) and the expectations of international regulators to avoid penalties or reputational damage. I cannot stress this enough, you are better off doing your due diligence and advising your client accordingly, as having mud slung your way as well as towards your client, will blacklist you faster than you can say I am an advocate of the High Court of Kenya.
Earlier in the article, I spoke on how slightly different international donors and investors are when it comes to working with them. Advising on obtaining relevant tax exemptions (e.g., on income, VAT, and customs duties) available to registered Public Benefit Organizations for their public benefit activities is one of the core functions we have to carry out. It not only cements your relationship with the donor, but it also demonstrates that you are looking out for their best interests at your legal heart. So, as we wrap up, what has been your experience been with international investors and donors? Iron sharpens iron, hence us knowing what you have experienced also helps us learn more and build on what we know.
In conclusion, this summary breaks down how you can comfortably, ethically and legally be at your best with international investors & donors. We hope you enjoyed this brief article and from all of us here at MMS Advocates LLP, karibuni.
