Meet The Team
- Embracing Innovation-
Mulopa Ndalameta
Matter Experience
Practice Areas:
Dispute Resolution
EXPERIENCE:
2023 – Present |
Partner, MAY and Company. |
2020 – 2023 |
Partner, Musa Dudhia & Co. |
2016 – 2020 |
Senior Associate, Musa Dudhia & Co. |
2013 – 2016 |
Associate, Musa Dudhia & Co. |
PROFESSIONAL QUALIFICATIONS:
2022 - Member, Chartered Institute of Arbitrators
2021 - Associate, Chartered institute of Arbitrators
2021 - Diploma in International Arbitration.
2013 - Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Exam; Zambia.
2011 - University of Zambia; Bachelor of Laws (LLB), Zambia
PROFESSIONAL SOCIETIES:
- Executive Committee of the Zambia Branch, Chartered Institute of Arbitrators
- Member of the YMG Global Steering Committee of the Chartered Institute of Arbitrators
- Country Representative, Africa Construction Law
- Member, Association of Young Arbitrators
- Alumni, African Arbitration Academy
ADJUCATION APPOINTMENTS:
- Member of the Local Government elections Tribunal (established by the Constitution of Zambia)
- Twice appointed as sole arbitrator
PUBLICATIONS:
- Enforcement of International Arbitration Awards in Africa: The Position in Zambia.
- Focus on doing business in Zambia
TRANSACTIONS:
Deal/Matter Description |
Client |
Practice Area |
Mulopa led as counsel for the Client who is an award-winning civil engineering consultancy firm contracted by the Government of Zambia for project management of the Kasaba Bay Airport runway construction. The project was suspended in January 2015 at 76% completion, leaving the Government owing the Client $15 million, later settled at $12.8 million with an agreement to reengage the Client for completion. In May 2023, the Government advertised for a new consultant. Mulopa challenged this decision through judicial review, seeking at least $33 million in damages. This case addresses prudent resource allocation by the Government and public policy concerns regarding honoring contractual agreements.
|
Ng’andu Consulting Limited |
Projects disputes |
Mulopa assisted the Client, who runs a tourism enterprise called Ila Safari Lodge, in Kafue National Park, with an insurance claim against Nico Insurance Zambia Limited. Under the Fire Policy, Nico Insurance was to cover property damage and business interruption losses up to $1,817,300 per claim. After suffering covered losses, the Client received only partial payment and experienced delays. They initiated legal action to recover the full claimed amount and damages for the delay. The case aims to address insurance claim processing delays and advocate for extending coverage periods if payment is delayed. |
Green Safaris Zambia Limited |
Insurance Litigation |
Mulopa assisted the Client who is a statutory body regulating engineering professionals and organizations in Zambia, which is responsible for member discipline. The body suspended Bicon Zambia Limited after a column collapse at the Society Business Park Project on October 13, 2019, causing injuries and business disruption. The suspension, issued on July 23, 2022, was unusual because it was executed by the Council rather than the Disciplinary Committee and before a hearing. Mulopa secured judicial endorsement for this suspension method in a separate case. Bicon Zambia Limited challenged the suspension in the High Court and won an injunction to reverse it. Mulopa argued that, as a public body, challenges should follow judicial review procedures rather than a writ of summons. The High Court dismissed this preliminary issue, and Mulopa has now appealed to the Court of Appeal. |
Engineering Institution of Zambia |
Litigation |
Mulopa led as counsel for our Client who is a statutory body that regulates engineering professionals, units, and organizations in Zambia. This body consists of three statutory organs, including the Disciplinary Committee, which handles complaints of misconduct or code breaches. A public complaint was lodged with the Disciplinary Committee against WBHO Construction Zambia Limited, alleging they used unqualified or unregistered personnel for a construction project. WBHO challenged the Disciplinary Committee’s authority, arguing that without a statutory instrument under its enabling legislation, the committee couldn't rule on the complaint. After the committee dismissed this preliminary issue, WBHO appealed to the High Court. This case is significant because it could disrupt a longstanding system crucial for maintaining order in the engineering profession. Mulopa's role is to defend the Client in the appeal, arguing that the committee's rules, even those predating the current Engineering Act of 2010, are still valid and enforceable. |
Engineering Institution of Zambia |
Litigation |
Mulopa led as advocates of record to protect the interests of the Client after purchasing a farm from beneficiaries of an intestate deceased estate. The Client invested $5 million in developing the farm over a decade. Disputes among the deceased's extended family led to attempts to nullify the sale, despite it not affecting their estate shares. These attempts failed in previous court actions. The disgruntled family members then applied for probate over the same estate, which was already administered under a High Court grant. Mulopa’s role was to ensure the Client joined the action to be heard on whether the High Court should issue another grant. They argued that any new grant should exclude the already completed farm sale and emphasized the principle of finality in estate administration. Mulopa contended that even if the grant was revoked or varied, the sale of land by the current administrators should remain valid. Additionally, they argued that if the disgruntled family members were granted letters of administration, they should be prevented from interfering with the Client's purchased farm. |
Makuku Farms Limited |
Litigation Probate and Succession |
Mulopa led as the advocates of record for Clients involved in designing and constructing buildings, heavy construction, and railways in Zambia, as well as supplying prefabricated concrete products for railway rehabilitation. The Clients, part of a consortium called Team Sweden Railway, won a tender to rehabilitate the Chingola-Livingstone railway line and signed a €978,093,639 Engineering, Procurement, and Construction contract with two government-owned entities. The contract was split into two phases: assessing the track in Phase 1 and performing the construction work in Phase 2. The Clients completed 92.3% of Phase 1 and submitted interim payment certificates (IPCs), which were approved by the Engineer but not paid by the Entities. When the Clients requested payment, the Entities counterclaimed $3,600,000, alleging it was paid to a third consortium company for a different project. The Clients then initiated legal action against the Entities for unpaid IPCs, breach of contract damages, and indemnification for VAT penalties incurred due to the Entities' non-payment. His role is notable as it involves a large government contract, major infrastructure project, and legal complexities involving construction law, public procurement, consortium issues, IPC approvals, third-party claims, and VAT indemnification, highlighting the firm's expertise and litigation strategy. |
Yapi Merkezi Insaat Ve Sanayi A.S & Yapiray Demiryolu Insaat Sistermleri Sanayi Ve Ticaret A.S |
Dispute Resolution |
Mulopa led as advocates of record for the Clients, investment firms trading on the London Stock Exchange's specialist fund market, in an arbitration with Shoprite Holdings Limited (“Shoprite Holdings”). The arbitration award in South Africa ruled that the Clients were not entitled to dividends on 120,153 shares they held, except for 11,059 shares due to how the additional shares were acquired. Following this, Shoprite Holdings and Shoprite Checkers (PTY) Limited (“Shoprite Checkers”) obtained ex parte orders from a District Registrar in Zambia that amended the Arbitral Award and required 796,622 of the 807,691 ordinary shares held by the Clients to be returned to Shoprite Checkers. The Clients contested these orders, and on 30 August 2023, a Judge-in-Chambers ruled that the District Registrar had exceeded his authority. The Judge annulled the ex parte orders, returning the shares to Shoprite Checkers and reversing the decision to amend the registers at the Lusaka Stock Exchange (“LuSE”). This ruling allows the Clients to challenge the registration and enforcement of the award, arguing that new information suggests undisclosed conflicts of interest by the Tribunal, making enforcement in Zambia contrary to public policy. This case is significant as it explores the duty of disclosure and whether arbitrators must disclose close or familial relationships with parties' advocates. |
Africa Opportunity Fund LP & Africa Opportunity Cayman Limited |
Dispute Resolution |
Mulopa led as advocates of record for the Client which is a cooperative of large commercial Zambian dairy farmers in a dispute with Lactalis. Initially, the Client held 28.5% of Lactalis’s shares, giving it crucial voting power for special resolutions, including changes to share capital and issuance of shares. However, in 2018, Lactalis increased its share capital from ZMW 30,000 to ZMW 91,630,000 through a resolution signed by major shareholder Dalmata SpA, but not by the Client. This led to the dilution of the Client's shareholding from 28.5% to 0.008%. In 2021, another resolution by Dalmata SpA raised the share capital to ZMW 216,630,000 and further diluted the Client’s shares to 0.003%, resulting in the loss of meaningful voting power. The Client then initiated legal action against Lactalis and Dalmata SpA. This case is significant for its interpretation of the Companies Act provisions on minority shareholder oppression and the nuances of share issuance and allotment. It could set a precedent for share capital alterations and minority shareholder rights. |
Mukulu Dairies Limited |
Dispute Resolution |
Mulopa is an experienced commercial dispute resolution partner and member of the International Court of Arbitration (“ICC”).
He is a seasoned litigator in various courts and has represented a plethora of clients, both local and international, before arbitral tribunals and superior courts in Zambia. Of significance is his experience in commercial arbitration where he has assisted clients in different sectors including mining, FMCGs and agricultural and commodities trade. Mulopa is also an alumni of the Africa Arbitration Academy and a member of the Chartered Institute of Arbitrators, Zambia branch. Mulopa also specialises in construction law and is the country representative for the Africa Construction Law platform, which is the global platform for construction law and practice in Africa.
Chanda Musonda
Matter Experience
Practice Areas:
- Banking and Finance
- Regulatory Compliance
- Capital Finance
- Project Finance
EXPERIENCE
2023 - Present | Partner, MAY and Company |
2020 - 2023 | Partner, Musa Dudhia & Co. |
2015 - 2020 | Senior Associate, Musa Dudhia & Co. |
2011 - 2015 | Associate, Musa Dudhia & Co. |
2012 | Secondment, Nabarro LLP |
PROFESSIONAL QUALIFICATIONS
2011 - Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Exam, Zambia.
2008 - University of Cape Town, Masters of Law (LLM) in Commercial Law, South Africa.
2006 - Rhodes University, Bachelor of Laws (LLB), South Africa.
EDUCATIONAL QUALIFICATIONS:
- 2019 December-ALN Leadership Training-Cambridge, United Kingdom
- 2015- Masters of Law (LLM) (Commercial Law) from the University of Cape Town, South Africa
- 2012 - September to December-International Lawyers for Africa Secondment - United Kingdom
- 2011 - Admitted to practice as a Legal Practitioner in Zambia
- 2006 - Bachelor of Laws (LLB) from Rhodes University, South Africa (Recipient of Dean’s Merit Award for the years 2004, 2005 and 2006)
TRANSACTIONS:
Deal/Matter Description |
Client |
Practice Area |
Chanda was lead Partner in a landmark transaction involving the MTN Group, one of the biggest mobile network operators in Africa. The transaction involved the hiving off and disposal of MTN Zambia’s fibre assets to a separate entity, GlobalConnect Zambia Limited (trading as Bayobab Zambia) (“Bayobab Zambia”), whose sole business would be that of providing fibre connectivity. Our firm was engaged to implement the entire separation and disposal of the fibre assets in Zambia. This involved drafting the sale/transfer agreement and ancillary agreements, such as novation deeds to effect the transfer of the fibre customers from MTN Zambia to Bayobab Zambia, collation of conditions precedents until completion of the transaction. The deal was the first of its kind in the Zambian TMT sector, pursuant to which an entity is specifically created to provide fibre connectivity exclusively, not only in Zambia but across the African continent, as the entity is also now licenced to transmit fibre capacity outside Zambia. Accordingly, the establishment of a fibre capacity entity and the transfer of fibre assets into such entity allows the transportation of digital capacity across borders, enabling businesses, individuals and communities to thrive in the digital era. Further, this separation and creation of an exclusive fibre capacity provider allows third party investors to acquire a stake in the fibre business to further accelerate the digitisation agenda in Africa. |
Bayobab Zambia |
TMT |
Chanda has acted for Zambia’s leading impact investor (the “Impact Investor”), an investment vehicle in Zambia established by the United Kingdom’s Foreign Commonwealth and Development Office (“FCDO”) to specifically invest and accelerate growth in Zambian impact driven SMEs. The Impact Investor has, in turn, established a debt fund (the “Debt Fund”), which Debt Fund extends concessional loans to qualifying Zambian impact driven SMES. Chanda has assisted the Impact Investor and the Debt Fund in establishing an arrangement to regulate their affairs, including drafting of specifically tailored grant and management agreements pursuant to which the Impact Investor would fund the Debt Fund in order for the Debt Fund to provide impact finance to SMES in Zambia. The transaction is important in Zambia as it facilitate the acceleration of impact investment and financing in Zambia, which is still in its infancy. Further, the transaction aids in the establishment of an impact finance legal ecosystem in Zambia and our firm’s position as key contributors to that ecosystem. |
Impact Finance |
|
Chanda acted for a fintech conglomerate, with operations in several African countries (the “Client”) in respect of the Client’s proposal to establish a digital neobank micro-finance institution in Zambia. The spectrum of services included incorporation of the Zambian SPV to obtaining relevant licences and interface with key regulators in Zambia. The transaction is important for Zambia’s financial sector, as it brings to the fore important considerations for navigating Zambia’s digital/neobank system, which is still in its infancy. |
Banking & Finance/Fintech |
|
Chanda led the transaction in which the firm acted for a key Africa education fund (the “Fund”), in a financing from a Swedish development fund institution (the “DFI”). The transaction involved the finance and development of a state-of-the-art University Campus in Zambia (the “Project”). Chanda’s role involved advising the Fund in respect of all project documents, including the facility agreement and development agreement from a borrower perspective. The transaction and specifically, the funding, has a positive social impact in terms of spurring significant growth in Zambia’s education sector. |
|
Banking & Finance |
Chanda is known to clients for her expertise in banking & finance, project finance and capital markets. Her clients have described her as possessing the ability to unpack and simplify complex transactions in a practical and business-ready manner. Chanda’s clients include local banks and financial institutions, notable international DFIs, telecoms operators including MNOs, ISPs and data center providers. Chanda also sits on the board of directors of a financial institution and a FinTech enterprise. She has been recognised in IFLR 1000 for her work in banking and finance in the Zambian market. She is also recognised in Chambers Global 2024 as Up and Coming Global General Business Law.
Harriet A. Mdala
Transactional Experience
Awards:
Publications:
- Declaration of dividends under the New Zambian Companies Act
- Zambia Real Estate Comparative Guide
- Zambia: Mining Comparative Guide
Professional Qualifications
- 2022 – Public Private Partnerships and Infrastructure – ALSF
- 2022 – Bankable Power Purchase Agreements – Hogan Lovell’s
- 2022 – Power – ALSF
- 2021 – Public Private Partnerships and Power Projects – Anjawalla & Khanna
- 2019 – Certificate in Legal Project Management
- 2012 - Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Exam, Zambia
- 2010 - University of Zambia, Bachelor of Laws (LLB), Zambia
Directorships
- President – French Business Circle
- Board Member – Instapay Limited
- Board Member – Rainbow Capital Limited
- Board Member - Tradcoms Limited.
Professional Societies
- French Business Circle
- Law Association of Zambia
- Member of the Local Government Elections Tribunal
- Member of the Zambia Institute of Advanced Legal Education.
Areas of Expertise
· Mining · Mergers & Acquisitions · Competition |
· Real Estate · Aviation · Projects, Infrastructure and Power |
Experience
2023 - Present |
Partner, MAY and Company |
2021 – Present |
President of the French Business Circle. |
2020 – 2023 |
Partner, Musa Dudhia & Co. |
2016 – 2020 |
Senior Associate, Musa Dudhia & Co. |
2011- 2016 |
Board and company secretary of Barclays Life Zambia |
2012 – 2016 |
Associate, Musa Dudhia & Co. |
2015 |
Placement at Slaughter & May London, England |
2014 |
Secondment, Anjarwalla & Khanna, Nairobi, Kenya |
2011 – 2012 |
Legal Assistant, Musa Dudhia & Co. |
Transactions:
Harriet acted as lead Zambian counsel in the joint venture between Qatar Investments Authority and Enel Green Power for Ngonye Power Company Limited, which operates a 34MW solar plant in Zambia. Her work involved conducting due diligence, reviewing the legal standing and compliance of Ngonye, and assessing key project agreements. |
Harriet is currently representing a confidential client involved in a proposed infrastructure development project in Zambia. If implemented, this project is expected to be structured as a Build Operate and Transfer – Public Private Partnership (BOT-PPP) with the Road Development Agency of Zambia. The project will include significant upgrades, new construction, and the development of essential facilities, such as toll infrastructure and weighbridges. |
Harriet served as the Zambian law advisor for GED Africa Ltd on the Kasomeno-Mwenda Toll Road and Border Post Project, a cross-border PPP between Zambia and the DRC. This 25-year Build Operate Transfer (BOT) project includes the modernization and construction of a 184km highway, a cable-stayed bridge, border facilities, and a tolling system. The project is still ongoing. |
Currently assisting Viabahn Africa Limited, the lead promoter, as counsel on a public-private partnership project for the construction and development of a road from Mutanda to Kasempa and from Kasempa to Kaoma in Zambia. This role includes reviewing, negotiation and drafting the concession agreement, traffic guarantees, EPC, O&M and all other project documents and advising on local permits, licenses, and regulatory compliance. The project is on-going. |
Harriet advised Power Construction Corporation of China and General Electric on a 2,400MW power station at the Zambia-Zimbabwe border, focusing on public procurement laws and drafting a regulatory framework. |
Harriet advised the Zambia Association of Manufacturers (ZAM) and the Private Partnership Dialogue Forum (PPDF) on the impacts of proposed changes to Zambian labor law, highlighting how these changes would affect the business community. She also recommended reforms to the existing regulatory framework and outlined a methodology for the government to adopt in amending the relevant labour laws. |
Harriet has extensive experience in corporate and commercial law in Zambia, particularly in the energy, infrastructure, and extractive sectors. Harriet offers strategic guidance on regulatory compliance, projects, and contracts in the energy and infrastructure sectors, drawing on her deep understanding of Zambia’s extractive industry to help clients optimize their operations within the Zambian context. She also serves as the key relationship partner for the Zambia Association of Manufacturers (ZAM) and is the President of the French Business Circle.
Yosa G. Yosa
Transactional Experience
AREAS OF EXPERTISE
· Litigation and dispute resolution · Cooperate & Commercial · Domestic Relations · Public Law |
· Commercial Arbitration · Insolvency · Forensics · Employment · Alternative dispute resolution |
EXPERIENCE
2023 – Present |
Partner, MAY and Company |
2020 – 2023 |
Partner, Musa Dudhia and Company
|
2016 – 2020 |
Senior Associate, Simeza Sangwa & Associates
|
2013 – 2016 |
Associate, Simeza Sangwa & Associates |
2012 – 2013 |
Legal Assistant, Simeza Sangwa & Associates
|
PROFESSIONAL QUALIFICATIONS
2022 Forensics Investigation Certification -Anjarwalla & Khanna Academy
2015 Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Exam, Zambia
2013 University of Zambia, Bachelor of Laws (LLB), Zambia
PROFESSIONAL SOCIETIES
Member, Law Association of Zambia
Member, Insol International
DIRECTORSHIPS
- Sabot Zambia Limited.
- Sabot Holding Zambia Limited
- Sabot Properties Limited
- Tetra Tech Internal Development Limited
- American Chamber of Commerce
Deal/Matter Description |
Client |
Practice Area |
Yosa led as advocates of record for a whistleblower (the "Client") through the PPLAAF against the Ministry of Finance ("MoF"). The Client faced reprisals and victimization from senior MoF officials after disclosing large-scale corruption and money laundering in Zambia's Ministry of General Education. These reprisals included threats to his life and well-being and withholding of remuneration. Yosa’s role involved representing the Client in judicial review proceedings against the MoF's senior officials. This case is significant for protecting whistleblowers and ensuring they are shielded from retaliation while challenging government decisions. |
Plateforme de Protection des Lanceurs d'Alerte en Afrique (“PPLAAF”) |
Dispute resolution
|
Yosa led as advocates of record for the Client in a mortgage action brought by Zambia National Commercial Bank Plc ("ZANACO"). The case centered on a US$12,000,000 facility extended by ZANACO to Elite Industries Limited in 2020. As part of the security for this facility, a legal mortgage was placed on property owned by the 4th Defendant, Infinity Group Zambia Limited, among others. After the Client defaulted, ZANACO appointed a Receiver who took possession of the mortgaged property and initiated foreclosure proceedings. This dispute is significant as it concerns the fundamental right of borrowers to redeem a mortgage. |
Elite Industries Limited |
Dispute Resolution |
Yosa led as advocates of record for the Client and four others in a mortgage action brought by Access Bank Limited. In 2014, the Client obtained loan facilities totaling ZMW16,000,000 (approximately US$3,200,000 at that time) from Access Bank and Cavmont Bank Zambia Limited (later acquired by Access Bank). Additionally, the Client entered into various overdraft facilities with Access Bank. During the amalgamation of Access Bank and Cavmont, irregularities and discrepancies emerged, particularly regarding interest calculations on the loan agreements. Despite repeated efforts to resolve these issues, they remained unresolved. Access Bank initiated legal proceedings, claiming various sums allegedly owed. The Client asserted that it had already paid more than US$3,200,000 over the years to Access Bank, despite the unresolved interest discrepancies, and contended that it had settled its debt. This dispute explores the regulatory framework governing bank interest rates, compliance with the Bank of Zambia's monetary policy rates, and the banks' regulatory obligations. |
Natural Valley Limited |
Dispute Resolution |
Yosa led as advocates for record in three interrelated court actions against our Client by an aggrieved shareholder (the "Plaintiff"). The first action involved the Plaintiff seeking an order for our Client to render an account of all monies received on behalf of the Company and to transfer 33.34% of shares in another company owned by the Client. The second action was initiated by the Plaintiff to have the Company wound up. The third action aimed to join the Client's business partners (his sons) and attempted to sue our Client on behalf of the Company. In this case, we successfully argued for dismissal on a technicality, as the Plaintiff had not obtained leave to sue on behalf of the Company. The judge agreed and dismissed the action. In the second action, we applied to strike out the winding-up petition as an abuse of court process, which the court dismissed. These cases are currently pending appeal in the Court of Appeal. They are significant as we reduced the Client's exposure from a potential US$10,000,000 to US$12,000,000, ensuring the continued operation of the family company, which employs many people and supports the community. |
BL and D Plant Hire and Sales Limited |
Dispute Resolution |
Yosa led as counsel for the Client in a petition to protect its fundamental property and due process rights under the Zambian Constitution against the Ministry of Mines and Minerals Development and Madibba Resources and Exploration Limited. The Client holds a large-scale exploration licence in Kalomo district, Southern Province, issued in 2018 for four years. Complying with all licence conditions, the Client has invested over USD 500,000 in exploration activities. In 2022, the Client applied for licence renewal and to convert half of the area into a mining licence, ordering equipment worth over USD 2,000,000 in anticipation. Despite multiple assurances from the Ministry, the Client discovered in September 2023 that its renewal application was rejected and a new exploration licence was issued to Madibba over the same area. Receiving no satisfactory feedback from the Ministry, the Client initiated proceedings to protect its rights. The case is significant as it challenges whether Zambian courts can extend fundamental rights and freedoms under the Constitution, traditionally reserved for individuals, to corporations. The decision could set a precedent, impacting the business community and legal framework in Zambia. |
Samfuel Limited |
Dispute Resolution |
Yosa led as counsel for the Client, a minority shareholder in Impala Hotels and Suites Ndola Limited (“Impala”), which also includes five pension schemes (the “Pension Schemes”) collectively holding 88.86% of Impala’s shares. Impala owns the Urban Hotel, a leading hotel in Zambia’s Copperbelt Province. Impala owed the Pension Schemes USD 1,900,000, due on December 1, 2023. To avoid default, the investment management firm, controlling the Board, proposed selling Impala’s assets to a third-party for the debt amount, risking the Client’s interests. The Client's bid to buy the debt and equity, allowing Impala to continue operating, was rejected by the Pension Schemes, which preferred selling all assets. The Client then initiated legal action for minority oppression, resulting in a consent judgment that permitted the Client to purchase the debt and equity of Impala. This case is significant for its focus on corporate governance and the protection of minority shareholder rights. |
Urban Brands Asset Management Limited |
Dispute Resolution |
Yosa led as advocates of record for the Client in a legal action against former Provisional Liquidator Milingo Lungu and Lungu Simwanza & Company (the “Respondents”). KCM sought to recover over USD 81,000,000 that the liquidator had paid himself beyond the legal limits, as well as damages caused by his actions. KCM, a major player in Zambia’s mining sector and a subsidiary of Vedanta Resources Limited, operates key assets like the Konkola Mine and the Konkola Deep Mining Project (KDMP). This case is significant as it sets a legal precedent in corporate governance and liquidation, emphasizing the need for accountability and transparency and establishing new grounds for companies like KCM to challenge unjust remuneration and assert their rights. |
Konkola Copper Mines Plc |
Dispute Resolution |
Yosa is a seasoned litigator and has acted for various clients on private and public law dispute resolutions including valuable expertise in litigation. His practice also includes providing corporate and commercial advice to clients on commercial, construction, public law, competition, forensics, insolvency and employment matters. Yosa is also an accredited insolvency practitioner and is a member of Insol International, an association of international insolvency partners and the Insolvency section of the International Bar Association. Yosa’s practice also includes advice on insolvency matters with a particular focus on business rescue and restructuring practice. Yosa also sits on the board of the American Chamber of Commerce in Zambia. Yosa also serves as a member of the Insol Law Firm Management Committee.
Maloba Nalomba
Transactional Experience
AREAS OF EXPERTISE
· Corporate and Commercial Legal Work · Real Estate
|
· Competition · Employment Law
|
EXPERIENCE
2024 - Present |
Partner MAY and Company |
2020 - 2024 |
Senior Associate, Musa Dudhia & Co. |
2014 - 2020 |
Associate, Musa Dudhia & Co. |
2013 - 2014 |
Legal Learner Practitioner, Musa Dudhia & Co. |
2013 - 2014 |
Legal Learner Practitioner, Lewis Nathan Advocates |
PROFESSIONAL QUALIFICATIONS
- Candidate- Master of Laws in Commercial & Corporate Law | 2024 University of Lusaka (UNILUS)
- Legal Practitioners’ Qualifying Exam | 2013 – 2014 Zambia Institute of Advanced Legal (ZIALE)
Bachelor of Laws (LLB) | 2009 – 2013 University of Zambia
PROFESSIONAL SOCIETIES
Member, Law Association of Zambia.
AWARDS
- Best Overall Student, Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Exam
- Ranked as a “Rising Star” in the IFLR1000 2022 rankings
- Ranked as a “Rising Star” in the IFLR1000 2023 rankings
Deal/Matter Description |
Client |
Practice Area |
Maloba acted for Graduare Property Development Limited in a transaction in which it was entering into a public private partnership (PPP) with the University of Zambia, the country’s largest government owned university. The client, as the developer, was to use 12 hectares of university land for a hotel, trade center, and business park. Her role included advising on the PPP structure, drafting and reviewing transaction documents, and preparing addenda to the PPP agreement. This was Zambia’s first PPP registered under the Public-Private Partnership Act No. 14 of 2009. |
Graduare Property Development Limited |
Projects and Infrastructure |
Maloba acted for Sanlam Limited, the holding company of the Sanlam group of companies, (“Sanlam Group”) on its proposed joint venture with the Allianz group of companies (“Allianz Group”). Sanlam Group, the largest non-banking financial services company in Africa, and Allianz, one of the world’s leading insurers and asset managers with a century of history in Africa, intended to combine their current and future operations across Africa to create the largest Pan-African non-banking financial services entity on the continent. Her role included: reviewing and advising on the transaction documentation; advising on whether there are any financial regulatory notifications or competition law notifications and approvals; preparing, reviewing and submitting any filings that need to be made by the Sanlam Group in Zambia; liaising with the relevant regulators in relation to filings / requirements for the Sanlam Group, as appropriate; assisting with any competition related advice and/ or filings that need to be made by the Sanlam Group in Zambia; completing the transaction and meeting all conditions precedent; and managing post-completion activities. This project highlights Maloba's expertise in complex, multijurisdictional commercial transactions. |
Sanlam Group |
Mergers & Acquisition |
Maloba assisted John Deere on various regulatory and compliance issues under the Information and Communication Technologies Act and the Electronic Communications and Transactions Act in Zambia. She also advised John Deere on the legal requirements for the importation, licensing and labelling of the John Deere RTK Radios. |
John Deere |
Regulatory Compliance |
Maloba assisted Zurich Insurance on an ongoing basis on various insurance and reinsurance queries under Zambian law and the implications of various regulatory changes in the Zambian insurance industry following the enactment of the Insurance Act of 2021. |
Zurich Insurance |
Regulatory Compliance |
Maloba advised Standard Chartered Bank, acting as Intercreditor Agent, on Maamba Collieries Limited’s plan to restructure its tariff arrangements with Zambia Electricity Supply Corporation Limited (ZESCO). Her assistance included advising on Zambian regulatory requirements, MCL’s proposal to sell excess power to the Southern African Power Pool (SAPP), and the applicable requirements for selling electricity to SAPP. |
Standard Chartered Bank acting as Intercreditor Agent |
Regulatory Compliance |
Maloba Nalomba is a legal practitioner and advocate at the High Court of Zambia. Known for her strategic counsel to executives and organizations, she excels in formulating innovative case strategies and persuasive briefs, consistently achieving favorable outcomes. Her expertise spans trial preparation, legal research, and drafting precise legal documents, underpinned by a meticulous and analytical approach. Maloba's achievements and experience include managing mergers and acquisitions of private and publicly listed companies, commercial and corporate advisory work, risk and compliance, securing notable judgments in employment, contract, real estate, and company law disputes, and conducting thorough due diligence for prominent Zambian firms in fintech, retail, insurance, mining, and agriculture sectors. Maloba is also recognized by IFLR 1000 for her work in mergers and acquisitions within the Zambian market.
Chilufya Sinkala
Transactional Experience
AREAS OF EXPERTISE
· Corporate Advisory · Real Estate and Conveyancing |
· Mergers and acquisitions · Litigation |
EXPERIENCE
2023 - Present |
Associate, MAY and Company. |
2021 - 2023 |
Associate, Musa Dudhia & Co. |
2019 - 2021 |
Group Human Resource Officer, Dana Holdings Limited |
2017 – 2019 |
Legal Learner Practitioner, Simeza Sangwa & Associates |
2013 |
Intern, Equal Opportunity Commission of Western Australia |
2013 |
Research Assistant, Edith Cowan University, Human Resource department Western Australia |
PROFESSIONAL QUALIFICATIONS
2020 - Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Examination Certificate (LPQE), Zambia.
2014 – College of Law, Graduate Diploma in Legal Practice, Western Australia.
2013 – Edith Cowan University, Bachelor of Laws, Perth Australia
2009 – Certificate IV University Foundation Studies, Perth Institute of Business and Technology, Perth Australia
2006 – Grade 12 School Certificate – Mpelembe Secondary School, Zambia
PROFESSIONAL SOCIETIES
Member, Law Association of Zambia.
Transacitons:
Deal/Matter Description |
Client |
Practice Area |
Chilufya assisted a statutory body regulating engineering professionals and organizations in Zambia, which is responsible for member discipline. The body suspended Bicon Zambia Limited after a column collapse at the Society Business Park Project on October 13, 2019, causing injuries and business disruption. The suspension, issued on July 23, 2022, was unusual because it was executed by the Council rather than the Disciplinary Committee and before a hearing. She secured judicial endorsement for this suspension method in a separate case. Bicon Zambia Limited challenged the suspension in the High Court and won an injunction to reverse it. She argued that, as a public body, challenges should follow judicial review procedures rather than a writ of summons. The High Court dismissed this preliminary issue, and she has now appealed to the Court of Appeal. |
Engineering Institution of Zambia |
Litigation |
Chilufya assisted the Client, a multinational mining and metals processing group listed on the Johannesburg Stock Exchange and the New York Stock Exchange, through their South African legal counsel, Webber Wentzel, in the potential acquisition of Mopani Copper Mines Plc from ZCCM IH Plc. Rothschild & Co managed the deal as corporate advisor. The Target Company, one of Zambia's largest copper mines, operates in Kitwe and Mufulira districts of the Copperbelt Province. Harriet's role included conducting legal due diligence, preparing transaction documents such as the Investment Agreement, Offtake Agreement, and Shareholders Agreement, and advising the Client on protecting its investment. Unfortunately, the Client did not succeed in the acquisition, and the mine was acquired by a Saudi-owned company. |
Sibanye Stillwater Limited |
Mergers and Acquisitions |
Chilufya assisted the Client in setting up a non-deposit taking micro-finance institution in Zambia. To navigate regulatory hurdles and expedite operations, we advised obtaining a Money Lender’s Licence initially. Our role included incorporating the special purpose vehicle (SPV) with the Patents and Companies Registration Agency, registering the SPV with the Zambia Revenue Authority for tax purposes, submitting the application and obtaining the Money Lenders Certificate in the Subordinate Court, obtaining the Money Lenders Licence from the Bank of Zambia, and assisting the Client in opening a bank account in Zambia. Her contribution was crucial in providing a practical solution, enabling the Client to quickly offer financing to the underbanked in Zambia, thus supporting economic development. |
FairMoney MicroFinance Bank |
Regulatory Compliance |
With expertise in mergers and acquisitions, infrastructure development projects, and data protection, Chilufya offers comprehensive legal guidance to both her international and local clients. Chilufya also advises on employment law, and real estate, and conveyancing, helping her clients navigate complex transactions and regulatory frameworks. In mergers and acquisitions, Chilufya has extensive experience managing significant deals, overseeing negotiations, conducting due diligence, and finalizing agreements. Chilufya also provides strategic advice on infrastructure development projects, such as road projects, and social and industrial infrastructure projects- negotiating complex legal arrangements to ensure agreements are bankable and acceptable to her clients. Chilufya also assists her clients meeting privacy and security regulations which are essential in today’s digital landscape. By aligning legal expertise with a deep understanding of business goals, Chilufya consistently delivers practical solutions that drive success.
Hlezipe Halwiindi
Transactional Experience
AREAS OF EXPERTISE
· Commercial and corporate · Mergers and Acquisitions · Environmental Law |
· Employment Law · Intellectual Property · Litigation |
EXPERIENCE
2023 - Present |
Associate, MAY and Company |
2021 - 2023 |
Associate, Musa Dudhia & Co. |
2018 - 2021 |
Legal Assistant, Musa Dudhia & Co. |
2013 – 2014 |
Legal Intern, ECB Legal Practitioners
|
PROFESSIONAL QUALIFICATIONS
2022 - Corporate Associate Foundation Programme – Webber Wentzel.
2022 - Africa Legal Support Faculty – Infrastructure and Public Private Partnerships.
2022 - Africa Legal Support Faculty Power.
2022 - Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Examination Certificate (LPQE), Zambia.
2020 – University of Zambia, Bachelor of Laws (LLB), Zambia.
PROFESSIONAL SOCIETIES
Member – Law Association of Zambia
AWARDS
2022 - Stephen Malama Award – Best graduating student at the Zambian Bar
2022 - Best overall student, Zambia Institute of Advanced Legal Education, Legal Practitioners Qualifying Exam
Deal/Matter Description |
Client |
Practice Area |
Hlezipe assisted on a transaction involving Sibanye Stillwater Limited (“Sibanye” or the “Client”), a multi-national mining and metals processing group with a primary listing on the Johannesburg Stock Exchange and secondary listing of American Depositary Receipts (ADRs) on the New York Stock Exchange (NYSE) in the United States of America, through their South African legal counsel Webber Wentzel in respect of Sibanye’s potential acquisition of Mopani Copper Mines Plc (“Target Company”) from ZCCM IH Plc. The deal was managed by Rothschild & Co as corporate advisor. The Target Company is one of the biggest copper mines in Zambia operating in Kitwe and Mufulira districts of the Copperbelt Province in Zambia. The Proposed Transaction involved the sale of a significant copper mine operating in Zambia's Copperbelt Province. The mine was placed on care and maintenance in 2020 as a result of a challenging operating, regulator, and macro-economic environment. The Team’s role included conducting legal due diligence and preparing transaction documents, including the Investment Agreement, Offtake Agreement, and Shareholders Agreement. The Team also provided advice on investment protection strategies. |
Sibanye Stillwater Limited |
Mergers and Acquisitions – Mining |
Hlezipe assisted in a transaction involving a Client in the tyre manufacturing industry. The transaction involved a disposal by the Client of the assets in its Zambian subsidiary to an acquiring company also involved in the business of tyre manufacture. The Team acted as local counsel for the Client, which role included providing advice on employment and competition law components of the transaction. From an employment perspective, the Team advised on the procedure and risks involved in transferring employees from the Zambian subsidiary to the Acquirer and the potential for a possible redundancy. From a competition perspective we assisted the Client in apply for competition approval and advising on the legalities of the distribution arrangement. This involved the Team advising on the notifiability of the Transaction and subsequently preparing and collating the relevant documentation to be submitted to the competition authority and engaging with the authority on behalf of the Client for purposes of obtaining approval of the transaction. |
Confidential |
Mergers and Acquisitions – Competition Law – Employment |
Hlezipe advised on a matter relating to a Client that is involved in the business of international money transfer (“Remittance Business”) and operating in several countries including Zambia, Malawi and the United Kingdom. In Zambia the Client is regulated by the Bank of Zambia and was designated to conduct the Remittance Business in 2015. In 2023 the Client obtained designation to issue electronic money (“e-money”). Following its designation to issue e-money, the Client requested us to provide extensive regulatory and structuring advice, particularly relating to safeguarding customer funds requirements and initial and continuing capital requirements in respect of the remittance business and the e-money business. From a safeguarding perspective, we were tasked with considering various scenarios and determine whether the Client would be required to comply with the customer safeguarding requirements. This included inbound international money transfer (“IMT”). During our research, we discovered that under the Zambian regulation, the Client may be required to safeguard funds in respect of an inbound IMT. However, when we considered the contractual flow of funds in the Remittance Business from a commercial perspective, we found that this requirement would result in an absurdity i.e. the same funds being safeguarding in two jurisdiction and therefore opening the Client up to various risks, including fraud. From a regulatory and minimum capital perspective, we were tasked with helping the Client in understanding how to maintain continuing capital of the two businesses being run by a single entity. This matter was particularly complex because prior to 2023, entities that were designated as remittance businesses were precluded from issuing e-money. Therefore, historically no single entity has conducted both a remittance and e-money business, and the Client was therefore one of the first entities to do so in Zambia. |
Confidential |
Financial Services – Payment Systems |
Hlezipe advised a Client who is one of the biggest multinational payment card services corporations and operates an international payment network. The advice involved advising on the provision of data processing services and fund transfer services (“Services”) in respect of banks and non-bank financial institutions in Zambia to recipient banks or non-bank financial institutions located outside Zambia. In terms of the transaction, the Services would be provided by the Client on an offshore basis through the Client's affiliates registered in various jurisdictions such as USA. The Client would provide its transaction processing system for purposes of providing the following services: a) data processing services (payment message layers) – transmission of data between the banks/non-bank financial institutions located in the two jurisdictions using either a pull or push transactions; and b) transfer of funds (settlement layers) - performing settlement obligations in respect of the transactions processes through the transaction processing system. |
Confidential |
Financial Services – Payment Systems |
Hlezipe assisted in a dispute involving the Client, an internationally recognized civil engineering consultancy, in a dispute with the Government of Zambia. The Client was contracted to manage the construction of Kasaba Bay Airport runway, a project suspended in January 2015 when 76% complete. The Government owed the Client USD 15 million, settled for USD 12.8 million without interest, and agreed to reengage the Client for the project. In May 2023, the Government advertised for a new consultant, prompting the Client to challenge this decision through judicial review and seek damages of at least USD 33 million. This case highlights issues of governmental prudence and resource allocation, aiming to improve governance and uphold contractual commitments. |
Ng’andu Consulting Limited |
Litigation |
Hlezipe is a corporate and commercial legal practitioner with expertise in key areas such as mergers and acquisition, competition law, banking and finance and environmental law. She has developed a robust skill set through her involvement in advising clients on complex transactions including deal structuring, reviewing commercial agreements, navigating complex regulatory landscapes and negotiating terms for a diverse range of corporate clients. Hlezipe has experience in handling competition law matters including anti-competitive practices and merger control compliance. In the banking finance sector, Hlezipe assists clients in financing transactions, loan structuring, managing risks and navigating regulatory requirements. She has also attended various professional trainings on environmental law and climate change and has acquired commendable proficiencies in this sector.
Mark Chomba
Transactional Experience
AREAS OF EXPERTISE
· Mergers and acquisitions · Employment · Information and Communication Technology |
· Convenyancing · Corporate and commercial · Mining |
EXPERIENCE
2023 - Present |
Associate – MAY and Company |
2021 - 2023 |
Legal Assistant, Musa Dudhia and Company |
2019 - 2020 |
Intern, Musa Dudhia and Company |
EDUCATION
2021 - University of Zambia, Bachelor of Laws (LLB), Zambia
AWARDS
Best Graduating Student, University of Zambia, School of Law (Class of 2021)
Deal/Matter Description |
Client |
Practice Area |
Mark assisted the Client, Ila Safari Lodge, a tourism enterprise in Kafue National Park, with an insurance claim against Nico Insurance Zambia Limited. Under the Fire Policy, Nico Insurance was to cover property damage and business interruption losses up to $1,817,300 per claim. After suffering covered losses, the Client received only partial payment and experienced delays. They initiated legal action to recover the full claimed amount and damages for the delay. The case aims to address insurance claim processing delays and advocate for extending coverage periods if payment is delayed. |
Green Safaris Zambia Limited |
Commercial law |
Mark assisted as advocates of record for the Client to protect its interests after purchasing a farm from beneficiaries of an intestate deceased estate. The Client invested $5 million in developing the farm over a decade. Disputes among the deceased's extended family led to attempts to nullify the sale, despite it not affecting their estate shares. These attempts failed in previous court actions. The disgruntled family members then applied for probate over the same estate, which was already administered under a High Court grant. His role was to ensure the Client joined the action to be heard on whether the High Court should issue another grant. They argued that any new grant should exclude the already completed farm sale and emphasized the principle of finality in estate administration. He contended that even if the grant was revoked or varied, the sale of land by the current administrators should remain valid. Additionally, they argued that if the disgruntled family members were granted letters of administration, they should be prevented from interfering with the Client's purchased farm. |
Makuku Farms Limited |
Litigation Probate and Succession |
Mark assisted the Client in a mortgage action brought by Zambia National Commercial Bank Plc ("ZANACO"). The case centered on a US$12,000,000 facility extended by ZANACO to Elite Industries Limited in 2020. As part of the security for this facility, a legal mortgage was placed on property owned by the 4th Defendant, Infinity Group Zambia Limited, among others. After the Client defaulted, ZANACO appointed a Receiver who took possession of the mortgaged property and initiated foreclosure proceedings. This dispute is significant as it concerns the fundamental right of borrowers to redeem a mortgage. |
Elite Industries Limited |
Dispute Resolution |
Mark assisted the Client and four others in a mortgage action brought by Access Bank Limited. In 2014, the Client obtained loan facilities totaling ZMW16,000,000 (approximately US$3,200,000 at that time) from Access Bank and Cavmont Bank Zambia Limited (later acquired by Access Bank). Additionally, the Client entered into various overdraft facilities with Access Bank. During the amalgamation of Access Bank and Cavmont, irregularities and discrepancies emerged, particularly regarding interest calculations on the loan agreements. Despite repeated efforts to resolve these issues, they remained unresolved. Access Bank initiated legal proceedings, claiming various sums allegedly owed. The Client asserted that it had already paid more than US$3,200,000 over the years to Access Bank, despite the unresolved interest discrepancies, and contended that it had settled its debt. This dispute explores the regulatory framework governing bank interest rates, compliance with the Bank of Zambia's monetary policy rates, and the banks' regulatory obligations. |
Natural Valley Limited |
Dispute Resolution |
Mark assisted in three interrelated court actions against our Client by an aggrieved shareholder (the "Plaintiff"). The first action involved the Plaintiff seeking an order for our Client to render an account of all monies received on behalf of the Company and to transfer 33.34% of shares in another company owned by the Client. The second action was initiated by the Plaintiff to have the Company wound up. The third action aimed to join the Client's business partners (his sons) and attempted to sue our Client on behalf of the Company. In this case, we successfully argued for dismissal on a technicality, as the Plaintiff had not obtained leave to sue on behalf of the Company. The judge agreed and dismissed the action. In the second action, we applied to strike out the winding-up petition as an abuse of court process, which the court dismissed. These cases are currently pending appeal in the Court of Appeal. They are significant as we reduced the Client's exposure from a potential US$10,000,000 to US$12,000,000, ensuring the continued operation of the family company, which employs many people and supports the community. |
BL and D Plant Hire and Sales Limited |
Dispute Resolution |
Mark assisted the Client in a petition to protect its fundamental property and due process rights under the Zambian Constitution against the Ministry of Mines and Minerals Development and Madibba Resources and Exploration Limited. The Client holds a large-scale exploration licence in Kalomo district, Southern Province, issued in 2018 for four years. Complying with all licence conditions, the Client has invested over USD 500,000 in exploration activities. In 2022, the Client applied for licence renewal and to convert half of the area into a mining licence, ordering equipment worth over USD 2,000,000 in anticipation. Despite multiple assurances from the Ministry, the Client discovered in September 2023 that its renewal application was rejected and a new exploration licence was issued to Madibba over the same area. Receiving no satisfactory feedback from the Ministry, the Client initiated proceedings to protect its rights. The case is significant as it challenges whether Zambian courts can extend fundamental rights and freedoms under the Constitution, traditionally reserved for individuals, to corporations. The decision could set a precedent, impacting the business community and legal framework in Zambia. |
Samfuel Limited |
Dispute Resolution |
Mark assisted the Client, a multinational mining and metals processing group listed on the Johannesburg Stock Exchange and the New York Stock Exchange, through their South African legal counsel, Webber Wentzel, in the potential acquisition of Mopani Copper Mines Plc from ZCCM IH Plc. Rothschild & Co managed the deal as corporate advisor. The Target Company, one of Zambia's largest copper mines, operates in Kitwe and Mufulira districts of the Copperbelt Province. His role included conducting legal due diligence, preparing transaction documents such as the Investment Agreement, Offtake Agreement, and Shareholders Agreement, and advising the Client on protecting its investment. Unfortunately, the Client did not succeed in the acquisition, and the mine was acquired by a Saudi-owned company. |
Sibanye Stillwater Limited |
Mergers and Acquisitions |
Mark assisted as counsel for the Client in connection with their entry into a bought deal placement financing. The Client is the holding company for three Zambian subsidiaries in the uranium mining sector: GoviEx Uranium Zambia Limited, Muchinga Energy Resources Limited, and Chirundu Joint Ventures Zambia Limited. His scope of work included issuing a title opinion on the operations of these subsidiaries to facilitate the financing. This bought deal placement ensures that the Client has the necessary funding to advance its uranium exploration and mining projects. |
GoviEx Uranium Inc |
Mining and Corporate advice |
Mark is an associate in the firm’s commercial dispute resolution team, where he has established himself as a skilled litigator. He has represented both local and international clients in arbitral tribunals and superior courts across Zambia. His practice encompasses not only dispute resolution but also advising on complex corporate and commercial matters, including mergers and acquisitions. Drawing on his extensive experience in corporate advisory, Mark seamlessly integrates his knowledge of business law into his dispute resolution work. He has a particular focus on the mining sector, where he provides critical advice on licensing, regulatory compliance, and operational requirements for the firm’s clients.
Hellen Chileshe
Transactional Experience
AREAS OF EXPERTISE
· Litigation · Employment · Aviation |
· Convenyancing · Corporate and commercial |
EXPERIENCE
2023 - Present |
Legal Trainee, MAY and Company |
2021 – 2023 |
Legal Assistant, Musa Dudhia and Company |
2019 – 2020 |
Intern, Musa Dudhia and Company |
EDUCATION
2021 - University of Zambia, Bachelor of Laws (LLB), Zambia
Transactions
Deal/Matter Description |
Client |
Practice Area |
Hellen assisted the Client, a multinational mining and metals processing group listed on the Johannesburg Stock Exchange and the New York Stock Exchange, through their South African legal counsel, Webber Wentzel, in the potential acquisition of Mopani Copper Mines Plc from ZCCM IH Plc. Rothschild & Co managed the deal as corporate advisor. The Target Company, one of Zambia's largest copper mines, operates in Kitwe and Mufulira districts of the Copperbelt Province. Her role included conducting legal due diligence, preparing transaction documents such as the Investment Agreement, Offtake Agreement, and Shareholders Agreement, and advising the Client on protecting its investment. Unfortunately, the Client did not succeed in the acquisition, and the mine was acquired by a Saudi-owned company. |
Sibanye Stillwater Limited |
Mergers and Acquisitions |
Hellen assisted as counsel for the Client, a minority shareholder in Impala Hotels and Suites Ndola Limited (“Impala”), which also includes five pension schemes (the “Pension Schemes”) collectively holding 88.86% of Impala’s shares. Impala owns the Urban Hotel, a leading hotel in Zambia’s Copperbelt Province. Impala owed the Pension Schemes USD 1,900,000, due on December 1, 2023. To avoid default, the investment management firm, controlling the Board, proposed selling Impala’s assets to a third-party for the debt amount, risking the Client’s interests. The Client's bid to buy the debt and equity, allowing Impala to continue operating, was rejected by the Pension Schemes, which preferred selling all assets. The Client then initiated legal action for minority oppression, resulting in a consent judgment that permitted the Client to purchase the debt and equity of Impala. This case is significant for its focus on corporate governance and the protection of minority shareholder rights. |
Urban Brands Asset Management Limited |
Dispute Resolution |
Hellen assisted the Clients who are involved in designing and constructing buildings, heavy construction, and railways in Zambia, as well as supplying prefabricated concrete products for railway rehabilitation. The Clients, part of a consortium called Team Sweden Railway, won a tender to rehabilitate the Chingola-Livingstone railway line and signed a €978,093,639 Engineering, Procurement, and Construction contract with two government-owned entities. The contract was split into two phases: assessing the track in Phase 1 and performing the construction work in Phase 2. The Clients completed 92.3% of Phase 1 and submitted interim payment certificates (IPCs), which were approved by the Engineer but not paid by the Entities. When the Clients requested payment, the Entities counterclaimed $3,600,000, alleging it was paid to a third consortium company for a different project. The Clients then initiated legal action against the Entities for unpaid IPCs, breach of contract damages, and indemnification for VAT penalties incurred due to the Entities' non-payment. Her role is notable as it involves a large government contract, major infrastructure project, and legal complexities involving construction law, public procurement, consortium issues, IPC approvals, third-party claims, and VAT indemnification, highlighting the firm's expertise and litigation strategy. |
Yapi Merkezi Insaat Ve Sanayi A.S & Yapiray Demiryolu Insaat Sistermleri Sanayi Ve Ticaret A.S |
Dispute Resolution |
Hellen assisted the Clients, investment firms trading on the London Stock Exchange's specialist fund market, in an arbitration with Shoprite Holdings Limited (“Shoprite Holdings”). The arbitration award in South Africa ruled that the Clients were not entitled to dividends on 120,153 shares they held, except for 11,059 shares due to how the additional shares were acquired. Following this, Shoprite Holdings and Shoprite Checkers (PTY) Limited (“Shoprite Checkers”) obtained ex parte orders from a District Registrar in Zambia that amended the Arbitral Award and required 796,622 of the 807,691 ordinary shares held by the Clients to be returned to Shoprite Checkers. The Clients contested these orders, and on 30 August 2023, a Judge-in-Chambers ruled that the District Registrar had exceeded his authority. The Judge annulled the ex parte orders, returning the shares to Shoprite Checkers and reversing the decision to amend the registers at the Lusaka Stock Exchange (“LuSE”). This ruling allows the Clients to challenge the registration and enforcement of the award, arguing that new information suggests undisclosed conflicts of interest by the Tribunal, making enforcement in Zambia contrary to public policy. This case is significant as it explores the duty of disclosure and whether arbitrators must disclose close or familial relationships with parties' advocates. |
Africa Opportunity Fund LP & Africa Opportunity Cayman Limited |
Dispute Resolution |
Hellen assisted the Client who is a cooperative of large commercial Zambian dairy farmers in a dispute with Lactalis. Initially, the Client held 28.5% of Lactalis’s shares, giving it crucial voting power for special resolutions, including changes to share capital and issuance of shares. However, in 2018, Lactalis increased its share capital from ZMW 30,000 to ZMW 91,630,000 through a resolution signed by major shareholder Dalmata SpA, but not by the Client. This led to the dilution of the Client's shareholding from 28.5% to 0.008%. In 2021, another resolution by Dalmata SpA raised the share capital to ZMW 216,630,000 and further diluted the Client’s shares to 0.003%, resulting in the loss of meaningful voting power. The Client then initiated legal action against Lactalis and Dalmata SpA. This case is significant for its interpretation of the Companies Act provisions on minority shareholder oppression and the nuances of share issuance and allotment. It could set a precedent for share capital alterations and minority shareholder rights. |
Mukulu Dairies Limited |
Dispute Resolution |
During her time with MAY and Company. Hellen’s practice has focused on commercial dispute resolution, employment matters, public-private partnerships, public procurement, aviation, regulatory compliance and general corporate advisory.
Natasha Lungu
Natasha has valuable experience in advising clients on an array of subject matters, including dispute resolution, employment matters, construction law, administrative law, and general litigation.
Samuel Muleya
During his time with MAY and Company. Samuel’s practice has focused on commercial and corporate law, employment matters and general corporate advisory.
Celia Sekani Nyirenda
Celia, MAY and Company's Innovation Lead and her team work on innovative solutions to legal work. This includes brainstorming, testing, and training of the MAYbot, an AI chatbot available on the firm's website. MAYbot provides easy access to preliminary legal guidance on Zambian law, enhancing legal literacy in the community and connecting users with relevant professionals at MAY and Company.
Grace Banda
Grace recently joined MAY and Company from University of Zambia. Advocates. She is a hardworking legal trainee who possesses research, analytical and drafting skills. Grace has a keen interest in commercial and corporate law as well as dispute resolution.
Harvey Bwalya
Harvey recently joined MAY and Company as a trainee lawyer. She possesses great research skills and is developing her expertise in corporate and commercial related work.