Author: rex

Our banking and finance team advises the full range of market participants on banking, finance, financial services, merger and acquisitions. The dedicated team’s scale, depth and breadth enables us to offer clients innovative solutions in relation to the most complex and demanding matters in finance. We assist clients with due diligence review of potential borrowers/financiers, drafting of security documents and attending to their filings with regulatory registries. We advise on debt restructuring, debt recovery and the best recovery methods that guarantees less risk and ease of dealing with regulatory agencies in the recovery process, including all the legal registries, i.e. the Companies registry, known by its acronym, BRELA, the Registry of Land and the Registry for Mineral Rights, as well as other relevant Government agencies, including the Tanzania Revenue Authority (TRA) and the Bank of Tanzania (BOT).

Our corporate commercial team serves as general counsel for corporations and advises on all aspects of their corporate life and business issues that result from day-to-day operations – from incorporation to compliance through all aspects of their evolution and operations, including corporate governance structuring and insolvency/liquidations. Our team particularly advises on competition matters, mergers and acquisitions, private equity, corporate governance, commercial contracts, technology, media and telecommunications, employment, and intellectual property.

In addition, REX assists investors doing business in Tanzania by providing advice on the legal and regulatory regime for registering and incorporating businesses, licensing, and other statutory compliance requirements including governance structures, especially in heavily regulated sectors including listed companies, banks, insurance, anti-trust regulations and entities in the telecommunication and natural resources sectors. We undertake due diligence investigations for companies wishing to merge or to acquire other entities and we advise on the status of commercial contracts, pending commercial litigation, contract negotiations and implementation.

REX enjoys extensive and unrivaled experience and understanding of the legal and regulatory regime for the natural wealth resources sector (mining, oil & gas), including energy and has acted for all major mining and petroleum companies as well as the Government, over the years. The Firm was involved in the review of the policy, legal and regulatory regime for the mineral sector leading to the enactment of the relevant mining legislation that ushered major investments into the mining sector in Tanzania between the years 2002 to 2010. REX acted for clients involved in mineral exploration and mine development/financing, undertaking legal due diligence on mining, energy and oil and gas properties, corporate mergers and acquisitions as well as liquidations for clients in the natural resources sector.

REX has served clients in energy production and distribution and acted for the first ever gas to electricity company in Tanzania. REX was engaged to attend to the formation of the company, advised on the transaction documents, including the Power Purchase Agreement and the Implementation Agreement, guided the company in the pipeline land acquisition, compensation process and attended all negotiations with Government concerning the project implementation and operations in conjunction with the client. REX continues to represent clients in the natural resources wealth and energy sectors and is involved in the entire value chain in the sector, acting for licence-holders, contractors, sub-contractors and other service providers.

REX provides corporate secretarial services for local and foreign companies. In this regard, the Firm acts as external Company Secretary on a retainer arrangement. REX assists clients in all matters concerning statutory compliance as required by the Companies Act, Cap 212. It is a requirement of the law that every company must have a Company Secretary. The work of an external Company Secretary includes preparation of board packs, statutory board and shareholders meetings’ agendas, attending the meetings and taking record of the proceedings, followed by the mandatory filing of the Annual Returns as well as other filings as prescribed under the Companies Act. Depending on the instructions of the client, REX will maintain the mandatory statutory books, including the minutes book, combined register of members and directors and the share certificate book and where available, the company seal. Every company is obliged to notify BRELA of its registered office for purposes of service of notice and we use our offices for such purpose on behalf of our retainer clients.

REX has a strong litigation team that works very closely with the Firm’s corporate team on our clients’ files before claims develop into disputes. REX delivers intelligent and effective solutions to its clients’ exacting and potentially costly disputes. Our practitioners are skilled in preparation of legal documents which involves thorough legal research before legal documents (opinions, pleadings, agreements among others) are sent to clients. The Firm’s litigation team is notable for its knowledge of technical issues, its commitment to clients’ interests and its strategic approach to litigation and their judicious use of the mandatory court supervised alternative dispute resolution mechanisms to resolve disputes.

The Firm has acted for leading corporates in local and international arbitration and other alternative disputes resolution mechanisms such as adjudication and professional guidance in disputes before the High Court and the Court of Appeal of Tanzania among others. Clients include major companies operating in Tanzania as well as international companies and NGOs. REX has represented and continues to represent clients in negotiations with various stakeholders including but not limited to property developers, contractors, power and mining companies, property managers, tenants, government agencies and international organizations.

REX has an unrivalled track record in capital markets transactions in Tanzania. The Firm has acted as legal adviser on several of the listings on the Dar es Salaam Stock Exchange (“DSE”). Some of the key highlights in this field include:

Initial Public Offering and Block Sale Transactions:

• Acted as legal advisers in the sale to the general public of 20.7 million ordinary shares, representing 32.5% of the ordinary share capital of a cement company by way of an offer for sale through an Initial Public Offering (“IPO”).
• Acted as legal advisers to a Tanzanian brewery company in relation to the sale of block shares held by another brewery company through the DSE.
• Acted as legal advisers to a leading telecommunication company in the listing of 25% of its authorized share capital through an initial public offer (“IPO”) and listing on the DSE.
• Provided legal advisory services in relation to the cross-listing of a major airline in East Africa at the DSE, the first ever cross listing at the DSE; and
• REX were legal advisers in the cross-border listing of East African Breweries at the DSE, the leading brewery company in East Africa.

REX is a leader in the area of regulatory review and has accumulated experience in corporate and legislative drafting. REX has a record of playing major roles in reviewing laws that generally impact the legal and regulatory regime for doing business to assist corporates in their compliance obligations and in managing business risks by avoiding actions that are restricted or prohibited by law. The Firm has been engaged repeatedly, by Government or other non-governmental entities as well as corporate clients to assist in the review and drafting of legislation and regulations. Notable review and drafting assignments include the surface, marine, water and energy utilities sectors, mining, investment and business licensing, port laws and regulations, the laws and regulations on capital markets in the areas of unit trusts and open-ended investment companies. Other assignments include the drafting of land regulations necessary to implement the Land (Amendment) Act of 2004 which addressed enforcement of mortgages, drafted a bill to regulate the operations of the Land Market and Practice of Estate Agents, drafted forest regulations for complementing the Forest Act of 2003, prepared the new Unit Titles Regulations including proposed amendments to the Capital Markets and Securities Act No. 5 of 1994 to accommodate the new draft regulations and reviewed the telecommunications legal and regulatory regime, to mention only a few.

REX offers its clients a broad spectrum of legal advisory services, combining knowledge and experience in different legal practice areas. In today’s complex and rapidly changing regulatory and business environment, where companies are more than ever exposed to strict compliance requirements and new business challenges, our understanding of the legal regulations and deep industry knowledge help our clients to stay competitive and compliant. In order to advise our clients, REX undertakes legal research in all areas of practice to keep all the practitioners up-to-date with the rapid changes in the legal environment for doing business in Tanzania.

REX practitioners are trained to conduct proper legal research on every assignment/transaction. The Firm shares its research and review reports widely. In the recent past REX published its articles in the following annual report books and journals worldwide:-

“Doing Business” published by the World Bank, the International Finance Corporation, and Palgrave Macmillan
“Getting the Deal Through” mining on the regulation of exploration and extraction of minerals in thirty-one (31) jurisdictions worldwide published by Law Business Research Limited, London
“Getting the Deal Through” oil regulation in twenty-nine (29) jurisdictions worldwide published by Law Business Research Limited, London

REX provides advice relating to applicable tax in commercial transactions generally as well as continuous tax compliance requirements and the applicable tax and tax disputes resolution procedures. REX represents a wide range of clients in tax disputes, guiding corporate clients in the event of a tax dispute through the appeal processes available, including, filing of notices of objection, representation in the tax tribunals and the courts, and where tenable, we guide clients through the alternative dispute resolution mechanisms, such as mediation or direct negotiations.

The tax practice is headed by Dr Alex Nguluma, one of the leading tax law experts who has extensive experience in tax law and tax administration in Tanzania.

REX advises corporate clients in the review of employment policies, preparation of employment contracts, review of restructuring plans in relation to employment issues and the procedures to downsizing businesses and advising on retrenchment procedures.

REX understands the changes in the employment and labour legislation governing engagement of non-citizens and the local content regulations under the natural resources’ laws concerning expatriate labor mobility and local content compliance requirements. We advise clients ahead of their investment decisions concerning the procedures and approval process for expatriate engagement and treatment. In addition we provide services relating to applications for work permits, residence permits, visas and passes for expatriate staff.

In the wake of COVID-19 and the potential global economic downturn, REX is well prepared to assist corporate clients with any consequential redundancies and retrenchments and can provide actual review of corporate restructuring in accordance with legal requirements to achieve a lean and efficient workforce.

In addition, REX has experience in representation of its corporate clients at the Commission for Mediation and Arbitration (the “CMA”) on various employment related disputes and where necessary, in representation before the High Court and the Court of Appeal.