Practice Area

Corporate & Commercial

Integrated counsel across the lifecycle of a modern African business, incorporation, joint ventures, M&A, governance and exit.

Overview

How we work this practice.

Corporate & Commercial practice at Johnson & Partners

From incorporation and joint ventures to M&A, governance and exit, we deliver an integrated corporate and commercial practice that aligns with how clients actually do business in Kenya and across the region. We act for founders building their first institution, established groups consolidating market position, and international investors entering East Africa for the first time.

Our strength is sequencing. We see how today's shareholders' agreement constrains tomorrow's exit, how a casually drafted board mandate becomes a deadlock years later, and how foreign-investment structures interact with tax, regulator approvals and immigration. We design for the whole arc, not just the immediate transaction.

Partners lead every mandate end-to-end. Clients get senior judgement at the moments that matter, not handed down through layers of associates, and the same team that negotiates the deal stays through closing, integration and the post-completion disputes that often define real value.

Common Legal Challenges We Address
  • Cross-border M&A and FDI structuring
  • Shareholder disputes and deadlock resolution
  • Group restructurings and insolvency
  • Modernising founder governance for institutional investors
Key Areas of Expertise

What we deliver.

01Mergers, acquisitions and divestitures
02Joint ventures and shareholder arrangements
03Foreign direct investment and market entry
04Commercial contracts and supply arrangements
05Corporate governance and board advisory
06Corporate restructuring and insolvency
How Johnson & Partners Delivers Value

A deliberate four-step approach.

Strategic counsel, executed with the discipline of a top-tier institution.

01

Deal scoping and term sheet

02

Legal and regulatory diligence

03

Transaction documentation and negotiation

04

Closing, regulatory filings and integration

Faster, cleaner deal closings via disciplined diligence playbooks
Boards equipped with workable governance, not just compliance theatre
Foreign investment structures that survive both regulator and tax scrutiny
Commercial contracts written for enforcement, not just signature
Why Choose Johnson & Partners

Distinctions that matter to the outcome.

01

Partner-led on every transaction, no junior hand-offs

02

Practical playbooks for diligence, signing and integration

03

Trusted referral network across East and Southern Africa

04

Boardroom credibility built over decades, not engagements

Industry Experience

Where we apply this practice.

Related Team Members

Who you'll work with.

Gertrude Kibare
Managing Partner

Gertrude Kibare

Managing Partner. Leads the firm's litigation and banking & finance practice with a focus on strategic, resilient counsel.

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Johnson P. Osoi
Founding Partner

Johnson P. Osoi

Founding Partner. Leads complex corporate, project finance and energy mandates with a regional footprint.

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Topua Lesinko
Partner

Topua Lesinko

Partner. Advises on constitutional law, M&A, public procurement and election disputes across Kenya and the region.

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Frequently Asked Questions

Answers from our desk.

Can you lead an M&A across multiple African jurisdictions?+

Yes, through our trusted referral network across East and Southern Africa.

Do you draft shareholders' agreements for founder-led businesses?+

Yes. We design governance that protects founders during growth and works for institutional investors at the next round, with practical deadlock, drag and tag mechanics.

Can you advise on foreign direct investment into Kenya?+

Yes, including entity selection, KenInvest registration, sector-specific approvals, exchange-control considerations and the tax overlay on dividend repatriation.

How do you handle conflicts in board and shareholder disputes?+

We screen rigorously at intake. Where we have any pre-existing relationship with another party, we decline rather than ringfence. Clients value the certainty.

Do you offer ongoing company-secretarial or governance support?+

Yes, on a retainer basis. We act as governance counsel to boards, run board calendars, prepare minutes and advise on Companies Act compliance.

Engage Counsel

Discuss your matter, confidentially.

Whether you require a confidential consultation or a free case evaluation, our partners are ready to listen.