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Corporate Transactions and Corporate Governance

Corporate Restructuring and Distress

Turn a reorganisation or recovery plan into legally coordinated measures.

A business under pressure needs legal decisions that address its structure as well as its immediate challenges. Gracen Law advises boards, owners and management teams on corporate restructuring and distress. We review proposed changes to ownership, governance, assets and operating arrangements, helping decision makers understand the implementation steps, stakeholder relationships and legal implications of the recovery or reorganisation plan.

Coordinate the decisions behind the reorganisation

Corporate restructuring can support a viable business, simplify a group or organise a managed transition. When financial distress is involved, the urgency increases but the need for accurate records and clear authority remains. We connect the proposed corporate measures with existing contracts, creditor arrangements, employee issues and regulatory obligations. Financial analysis and any new financing work are coordinated with the responsible advisers.

Corporate Restructuring and Distress

Areas of focus

01

Corporate position and decision authority

We review the current entities, ownership, governing documents and approvals relevant to the proposed restructuring. The assessment identifies who can make the required decisions and which stakeholders or contractual counterparties must be considered. A clear record of the current position helps the board evaluate restructuring options without relying on incomplete assumptions about authority or obligations.

02

Business, asset and group reorganisations

Restructuring may involve moving activities or assets, changing ownership arrangements, combining entities or reorganising business relationships. We assess the legal mechanics, required consents and documentation for the proposed changes. The sequence matters:

connected steps should be planned together so that one transfer or agreement does not leave another essential part of the structure unresolved.

03

Creditor, contractual and stakeholder relationships

Existing loans, security, supplier commitments, employment arrangements and regulatory conditions can affect the restructuring. We help identify the legal restrictions and support the relevant negotiations or consents within scope. The aim is a coherent implementation framework that explains which obligations remain, which are changing and how the participating parties will document those changes.

04

Implementation and recovery governance

We prepare or review corporate decisions and restructuring agreements and support the legal implementation record. Where the plan includes new liquidity or refinancing, the corporate and financing workstreams are aligned while remaining distinct. Continuing advice can address amendments, governance arrangements and the contractual issues that arise as the restructured business begins to operate.

Technical resources and insights

Technical resources

Explore resources on corporate reorganisations, board decisions, business transfers, creditor arrangements and restructuring documentation. A legal workplan can help prioritise the proposed measures and identify dependencies. The viability of the business and the recovery assumptions need the appropriate financial and operational assessment alongside the legal review.

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Related Gracen Law services

Related Gracen Law services

Related services include Corporate Structuring, Business Transactions, Distressed Financing, Employment and Workplace, Tax and Dispute Resolution. These services help connect the corporate changes with funding, stakeholder and operating issues.

Who we advise

Boards, owners and management teams reorganising a group, transferring activities or assets, managing corporate change or responding to financial or operational pressure. Our Nairobi team supports Kenyan mandates and coordinates relevant local and specialist advice for matters involving other African markets.

Engagement pathways

Choose how to engage

01

Restructuring Options Review

Assess legal implications of a reorganisation, ownership change or business transfer before implementation. Outputs can include the current corporate position, decision-authority map, consent dependencies and a legal options note.

Request a Corporate Restructuring Review
02

Distressed Business Response

Identify corporate decisions, contractual restrictions and stakeholder issues connected with a recovery plan. We produce a prioritised legal workplan and support the negotiations or consents within scope, alongside financial and financing advisers.

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03

Restructuring Implementation Mandate

Obtain support for restructuring documents, approvals, stakeholder arrangements and the legal record of changes. The mandate can cover the transfer sequence, corporate decisions, agreements, completion dependencies and recovery governance.

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Corporate Transactions and Corporate Governance

Your legal team

Lawyers who advise on this work

Consultation

Request a Corporate Restructuring Review

Share your objective, current arrangements, relevant documents, proposed parties and approaching deadline. We will assess the decision and agree the legal work, deliverables, responsibilities, fees 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

Is corporate restructuring only for insolvent businesses?

No. Restructuring can support growth, simplify a group, separate activities or prepare for a transaction. Financial distress introduces additional issues and urgency, but the legal work still begins with the current structure and intended objective. We tailor the review to the business and proposed measures.

How is this different from distressed financing?

Corporate restructuring addresses changes to entities, ownership, governance, assets and operations. Distressed financing addresses rescue funding, refinancing and the terms agreed with funding counterparties. A recovery plan may need both. We coordinate their legal implementation without treating new financing as a substitute for the wider corporate measures.

Can assets be transferred during a restructuring?

A proposed transfer requires assessment of ownership, contractual restrictions, approvals, creditor rights and other relevant implications. The surrounding circumstances matter, particularly where financial pressure exists. We review the legal position and required documents before the client commits to a transfer sequence.

What should directors consider when a business is under pressure?

Directors should obtain a clear view of the business’s position, decision authority and proposed measures, with the appropriate legal and financial advice. Accurate records and timely assessment matter. We review the corporate and contractual issues within scope and identify questions requiring further specialist input.

Can you support implementation as well as an initial review?

Yes. An engagement can cover the initial legal assessment and continue through negotiation, corporate approvals, agreements and completion of the agreed measures. The scope should identify the workstreams and responsibilities, including the role of financial, tax and operational advisers involved in the restructuring.

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