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Corporate Transactions and Corporate Governance

Structure the business. Document the deal. Make significant decisions with clarity.

Business decisions need structures and agreements that carry them into practice. Gracen Law advises owners, boards, investors and management teams on corporate transactions, business structuring, corporate governance and organisational change. We support acquisitions, disposals, group arrangements and restructuring with legal work that connects the transaction objective to the way the business is owned, controlled and operated.

Connect your business objective with the legal steps

An ownership change, expansion or restructuring can affect contracts, employees, assets, governance and existing liabilities. The right legal approach begins with the business objective and the parties’ responsibilities, then tests whether the proposed structure can deliver it. Our corporate advisory gives decision makers a clear view of the available transaction framework, the approvals required and the obligations that will remain after implementation.

Corporate Transactions and Corporate Governance

Explore our corporate transaction and structuring services

01

Business Transactions

We advise on transactions involving business interests, assets, ownership and operating relationships. The legal structure should reflect what is transferred, how value is measured and which responsibilities move with the transaction. Diligence, negotiation, documentation and completion support a clear allocation of risk.

Request a Business Transaction Review
02

Business Structuring

Business structuring examines how activities, assets and commercial relationships should be organised. We assess the operating model, founder and partner responsibilities, contracts and asset rights, then identify the implementation steps needed for formation, growth or changing operations.

Request a Business Structuring Assessment
03

Corporate Structuring

Corporate structuring addresses legal entities, ownership and group relationships that support the business model. We advise on shareholder arrangements, governance, reorganisations and their interaction with tax and sector requirements, including decision authority and records for significant corporate action.

Discuss Your Corporate Structure
04

Mergers and Acquisitions

Buying, combining or selling a business requires preparation and transaction management.

We review the target or proposed transaction, identify material diligence issues and support agreements, disclosures, approvals and completion. Advice addresses ownership rights, assets, contractual consents and continuing buyer and seller responsibilities.

Discuss Your Acquisition or Business Sale
05

Corporate Restructuring and Distress

Where the business faces financial or operational pressure, we examine changes to ownership, entity structure, assets and operating arrangements. The mandate addresses governance, accountability, approval records and corporate implementation. Financing, including distressed financing, remains within the separate Capital Raising and Financing Transactions practice and is coordinated where required.

Request a Corporate Restructuring Review

Technical resources and insights

Technical resources

Explore technical resources on shareholder agreements, acquisitions, business transfers, board decisions, group structures and restructuring. A transaction review translates those topics into a document and approval programme for the matter at hand. Corporate advisory can begin with a discrete decision or continue across the transaction, depending on the complexity, counterparties and commercial timetable.

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Related Gracen Law services

Related Gracen Law services

Related services include Capital Raising and Financing Transactions, Commercial Agreements, Tax, Employment and Workplace, Regulatory Compliance and Dispute Resolution. The corporate team coordinates the relevant legal work around the transaction objective.

Engagement pathways

Choose how to engage

01

Corporate Decision and Structure Review

Assess the operating model, entities, ownership or significant decision. Deliverables can include a legal issues note, structure options, approval and consent requirements, and an implementation sequence for formation, growth or reorganisation.

Discuss Your Corporate Transaction or Structuring Mandate
02

Transaction Preparation and Execution

For buying, selling or combining a business, agree the diligence scope, negotiation support, definitive agreements, disclosures and completion work. The mandate identifies the deliverables, counterparts and legal conditions at each stage.

Discuss Your Corporate Transaction or Structuring Mandate
03

Reorganisation and Recovery Implementation

Review a restructuring or business transfer, then coordinate the agreed corporate documents, approvals and stakeholder arrangements. Financial, tax and operational inputs remain assigned to the responsible advisers, with financing support commissioned where required.

Discuss Your Corporate Transaction or Structuring Mandate

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Your legal team

Lawyers who advise on this work

Consultation

Discuss your corporate objective

Share your objectives, current structure, proposed parties, relevant agreements and approaching deadline. We will identify the documents needed for an initial review and agree the legal work, deliverables, fees, responsibilities and next steps before substantive work begins. Email counsel@gracenlaw.com or call +254 748 223 255.

+254 748 223 255counsel@gracenlaw.comMon–Fri 8am–6pm · Sat 9am–1pm

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Questions

Frequently asked questions

How is corporate advisory different from financing advice?

Corporate advisory addresses business and ownership transactions, legal entity structures, governance and organisational change. Financing advice addresses raising investment or arranging funding and its terms. A transaction may require both, but the workstreams have distinct objectives and can be coordinated within an agreed scope.

Do business structuring and corporate structuring mean the same thing?

They overlap but address different questions. Business structuring focuses on how activities and relationships will operate, while corporate structuring focuses on entities, ownership and group arrangements. We assess both where needed so that the legal structure supports the actual commercial model rather than existing only on paper.

When should legal advisers join an acquisition?

Early involvement is useful when the buyer or seller is considering the transaction framework, preliminary terms or diligence process. Issues affecting structure and approvals can change the negotiation. We can also advise on a defined stage, such as reviewing an offer or preparing the definitive agreements.

Can you advise on a company that is already under pressure?

Yes. Corporate restructuring advisory can assess the ownership, governance, asset and operating changes proposed for the business. Financial viability and funding questions require the relevant specialist input. Where new financing is involved, we coordinate with the financing workstream so that the legal measures operate consistently.

What should a board bring to an initial consultation?

Provide the proposed decision, relevant governing documents, ownership information, material contracts and any known approval requirements or deadlines. The document request depends on the matter. An accurate description of the commercial objective helps us identify the legal work required and avoid treating the engagement as a generic corporate review.

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