Mergers & Acquisitions

End-to-end M&A advisory: target identification support, legal and regulatory due diligence, deal structuring, transaction documents (SPA, SHA, disclosure letter), merger control filings with the Competition Authority of Kenya and the COMESA Competition Commission, completion mechanics and post-completion integration. We act for strategic acquirers, private equity sponsors and selling shareholders on Kenyan and East African transactions.

OLM Law Advocates LLP is a recognised mergers and acquisitions law firm in Kenya, advising domestic and international clients on complex acquisitions, disposals, joint ventures, and private equity investments. Our M&A team combines deep transactional experience with regulatory expertise to deliver seamless deal execution from term sheet to closing.

We have advised on some of the most significant cross-border transactions in the East African region, acting for private equity funds, strategic acquirers, multinational corporations, and sellers. Our integrated approach covers legal due diligence, transaction structuring, negotiation of sale and purchase agreements, and obtaining all required regulatory approvals including Competition Authority of Kenya merger control clearance.

Our M&A practice is closely integrated with our banking, tax, employment, and dispute resolution teams, ensuring that every aspect of a transaction — from financing structures to post-closing integration — is handled with precision and commercial awareness.

Mergers & Acquisitions Lawyers in Kenya

Expert M&A advisory for transactions across Kenya, East Africa and beyond.

End-to-end M&A advisory: target identification support, legal and regulatory due diligence, deal structuring, transaction documents (SPA, SHA, disclosure letter), merger control filings with the Competition Authority of Kenya and the COMESA Competition Commission, completion mechanics and post-completion integration. We act for strategic acquirers, private equity sponsors and selling shareholders on Kenyan and East African transactions.

What we advise on

We run the full deal lifecycle: structuring and term sheets, legal and regulatory due diligence, the suite of transaction documents (sale and purchase agreement, shareholders’ agreement, disclosure letter, ancillary deeds), conditions-precedent management, completion mechanics, and post-completion integration. We handle share and asset deals, mergers, joint ventures, carve-outs, management buy-outs and private equity investments.

Governing law and regulators

Beyond the Companies Act 2015, M&A in Kenya frequently engages merger control before the Competition Authority of Kenya (CAK) and, for regional deals, the COMESA Competition Commission; sector approvals from regulators such as the CBK, CMA or IRA; and tax clearance. We coordinate every regulatory workstream so conditions precedent are mapped and tracked from day one.

Key legislation:

• Companies Act, 2015 — Governs share transfers, schemes of arrangement, and amalgamations
• Competition Act, 2010 (No. 12 of 2010) — Mandatory merger control filings for qualifying transactions
• Capital Markets Act — Takeover rules for listed companies and disclosure requirements
• Income Tax Act — Tax implications of asset vs. share acquisitions and capital gains

Who we act for

We act for strategic acquirers, private equity and venture funds, founders and selling shareholders, and management teams. Whether you are buying, selling or investing, we focus on the handful of issues that actually move value and risk — price adjustment, warranties and indemnities, restrictive covenants and conditionality — rather than drowning the deal in low-stakes points.

Why OLM for mergers and acquisitions in Kenya

Deals are won and lost on pace and judgement. Our partner-led teams negotiate hard where it counts and concede gracefully where it doesn’t, and our integrated competition, tax and employment capability means regulatory and people issues are handled in-house rather than bolted on late.

Clients choose OLM for:

• Recognised M&A expertise in the Legal 500 EMEA directory
• Experience across fintech, energy, infrastructure, and consumer sectors
• Integrated due diligence covering legal, tax, employment, and regulatory dimensions
• Strong relationships with the Competition Authority of Kenya and other regulators

Planning a transaction? Our practical guide to M&A due diligence in Kenya walks through the legal, regulatory and commercial checks that protect a deal. The answers below cover the wider mergers and acquisitions Kenya advisory and deal-execution process.

Our services

Buy-Side & Sell-Side Advisory

Comprehensive legal advisory for acquirers and sellers on domestic and cross-border M&A transactions, including auction processes, bilateral negotiations, and management buyouts.

Legal Due Diligence

Comprehensive legal, corporate, regulatory, and litigation due diligence for M&A transactions. We identify material risks, compliance gaps, and deal-breaker issues with practical remediation recommendations.

Transaction Documentation

Drafting and negotiation of sale and purchase agreements (SPAs), asset purchase agreements, share subscription agreements, warranties and indemnities, and escrow arrangements under Kenyan law.

Merger Control & Regulatory Filings

Preparation and filing of merger notifications with the Competition Authority of Kenya (CAK) under the Competition Act, 2010. We advise on filing thresholds, timing, and remedies.

Private Equity Transactions

Advisory on leveraged buyouts, growth capital investments, exits (trade sales and secondary buyouts), and fund formation for private equity sponsors operating in Kenya.

Post-Acquisition Integration

Legal support for post-closing integration including employment transfers, contractual novations, regulatory licence transfers, and corporate restructuring.

Frequently asked questions

When does a transaction require CAK merger approval in Kenya?

Merger clearance from the Competition Authority of Kenya is required where the combined turnover or assets of the merging parties exceed prescribed thresholds. Some lower-threshold mergers qualify for an exclusion but still require notification. We assess notifiability at the term-sheet stage.

How long does a merger clearance take in Kenya?

An unconditional clearance from the CAK typically takes 60 to 90 days from a complete filing; matters raising competition concerns or requiring COMESA coordination take longer. We build the regulatory timetable into the deal’s conditions precedent.

What is the difference between a share sale and an asset sale?

In a share sale the buyer acquires the company with all its assets, liabilities and history; in an asset sale the buyer cherry-picks specific assets and leaves liabilities behind. The choice drives the due diligence, tax treatment and consents required, and we advise on the right structure for your risk appetite.

What are the main stages of an M&A transaction?

Typically: strategy and target identification, term sheet, due diligence, negotiation and signing of transaction documents, satisfaction of conditions precedent, completion, and post-completion integration. We run each stage.

When is merger control approval required in Kenya?

Under the Competition Act, 2010, a merger notification is required when the combined turnover or assets of the merging parties exceed KES 1 billion (approximately USD 7.5 million). The Competition Authority of Kenya must approve the transaction before implementation. Failure to notify is an offence and can result in fines and unwinding of the transaction. We assess filing requirements at the outset of every M&A deal.

What does legal due diligence cover in a Kenyan M&A transaction?

Legal due diligence in a Kenyan M&A transaction typically covers: corporate structure and constitutional documents; material contracts and change-of-control provisions; regulatory licences and compliance; employment matters and labour law obligations; litigation and disputes; intellectual property; real property and leases; data protection compliance; tax matters; and environmental obligations. Our due diligence reports identify risks and provide practical recommendations for mitigation through contractual protections or pre-completion actions.

What warranties are typically given in a Kenyan share purchase agreement?

Standard warranties in a Kenyan SPA cover: corporate authority and capacity; share capital and ownership; accounts and financial position; material contracts; assets and property; employment and pensions; regulatory compliance; litigation; intellectual property; data protection; and tax. Warranties are typically qualified by disclosure against a disclosure letter. We negotiate warranty packages that balance risk allocation with commercial reality, including limitation periods, caps, and de minimis thresholds.

Can foreign investors acquire 100% of a Kenyan company?

Yes, in most sectors foreign investors can acquire 100% ownership of a Kenyan company. However, certain regulated sectors (e.g., telecommunications, mining, insurance, banking) may have local ownership requirements. Additionally, land ownership by non-citizens is restricted under the Land Control Act and the Constitution. We advise on sector-specific restrictions and structure transactions to achieve the buyer’s objectives while complying with Kenyan foreign investment rules.

Explore Related Services

Industry sectors we advise in this area: Financial Services & Fintech · Energy & Natural Resources · Technology & Telecoms

Related practice areas: Corporate & Commercial · Tax · Competition & Antitrust

Related reading: Director Duties in Kenya · Merger Notification in Kenya

See also: Representative Matters · Our Lawyers · All Practice Areas