KENYA SCHOOL OF LAW

ADVOCATES TRAINING PROGRAMME

2023/2024
ATP 108: COMMERCIAL TRANSACTIONS
COURSE OUTLINE

Course coordinator: Mr. Fredd Wakimani (fwakimani@ksl.ac.ke )

Lecturer: Mr. Mwangi Mbogo (jmbogo@gmail.com )
Lecturer: Mr. George Mbaye (mbaye@humphreyandcompany.co.ke )
Lecturer: Ms. Sheila Korir (skorir@ksl.ac.ke )

CONTACT HOURS: 66 Hours

PURPOSE OF THE SUBJECT

To equip the learner with practical legal skills in commercial transactions

EXPECTED LEARNING OUTCOMES

By the end of this subject, the learner should be able to:

1. Explain and apply the procedures required in processing commercial

transaction documents
2. Draft different types of commercial agreements
3. Apply the relevant law in solving disputes in commercial transactions

Learning and Teaching Methods

i. Lectures

ii. Moot courts

iii. Role plays

iv. Use of Audio visual aids

v. Guest lectures

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Mode of Assessment
i. Project work 20
ii. Oral 20
examination
iii. Final written 60
examination
Total 100

CORE READING MATERIALS

i. Laibuta K.I., (2016). Principles of Commercial Law (2nd Edition). Nairobi: LawAfrica
Publishing (K) Ltd.

ii. Amota Nyangaera Nyasae, (2017) Meetings: Law and Procedure in Kenya Today. Nairobi:
LawAfrica Publishing (K) Ltd.

iii. Laibuta K.I., (2017). A Handbook of Company Law. Nairobi: LawAfrica Publishing (K) Ltd.

iv. N. T. T Simiyu, Taxation in Kenya: (2017), Principles, Practice & Case Law

v. Dr Njoroge Obadiah Kimani Tax Law in Kenya: 2019

vi. Taxation Simplified II (REVISED EDITION) / Nisar.A Saleemi - 3 ed. - Nairobi: N.A.
Saleemi 1991

vii. Dr Njaramba Gichuki, Law of Financial Institutions in Kenya: Law Africa Publishing
(K) Ltd

RECOMMENDED REFERENCE MATERIALS

i. Edwin L. Miller JR & Lewis N.Segall., (2017). Mergers and Acquisitions (2nd edn) .Wiley
Finance

ii. Ashiq Hussein, (2010). General Principles of Commercial Law. Nairobi, Kenya: East African
Publishers.

iii. Jan Ramberg, (1998), International Commercial Transactions,

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SUBJECT CONTENT
1. Processes and Procedures relating to Companies and Partnerships:
2. Mergers and Acquisitions
3. Insolvency Procedures
4. Financial Services and Payment Systems
5. Commercial Agreements
6. Movable Property Security Rights
7. Tax Procedures in commercial transactions

SUBJECT CONTENT BREAKDOWN

1. PROCESSES AND PROCEDURES RELATING TO COMPANIES AND PARTNERSHIPS:

COMPANIES
a) Main types of companies (private, public, guarantee and foreign) and procedure for their
incorporation
b) Execution of documents by companies
c) Statutory returns and other compliance documentation (such as notices of registered
offices, appointments of officers, share allotment, list of directors, annual returns,
changes of directors, shareholders, company secretary and registers to be maintained).
d) Resolutions and meetings procedures for private and public companies
e) Share capital- classes of shares, process of creation, subdivision or consolidation,
allotment, disclosure of beneficial interest and transfer, Shareholder agreements
f) Common company charges and registration procedure
g) Beneficial Ownership

PARTNERSHIPS
a) Forms of partnerships (sole proprietor, partnership and LLP) and manner of
incorporation
b) Statutory compliance and common returns
c) Partnership dissolution

2. MERGERS AND ACQUISITIONS

a) Term sheet, exclusivity and confidentiality agreements
b) Legal due diligence (questionnaire preparation, key areas to be checked, and due
diligence report)
c) Disclosure and disclosure letter
d) Asset or share purchase- key considerations
e) Key terms of share or asset purchase agreement (such as common conditions precedent
or subsequent, warranties, indemnities, and completion)

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 f) Notifiable and non-notifiable mergers (Kenya and COMESA) and prescribed forms in
Kenya such the merger notification form and confidentiality claim form

3. INSOLVENCY PROCEDURES

BANKRUPTCY
a) Debtors application
b) Creditors application
c) Discharge from bankruptcy
d) Alternatives
• Voluntary arrangement
• Instalment order
• No asset procedure
CORPORATE INSOLVENCY
a) Liquidation
• Members Voluntary Liquidation vs Creditors Voluntary Liquidation
• Liquidation by the Court
b) Alternatives
• Administration (appointment and termination, duties and powers of an
administrator, and meetings)
• Company Voluntary Arrangement (procedure, meetings, moratorium and key
considerations)
4. FINANCIAL SERVICES AND PAYMENT SYSTEMS
a) Financial service regulation and key players in relation to Digital Payments/Financial
Services (establishing the ecosystem)
b) National Payments Systems Act in relation to digital and other payments
c) Protection of personal data and other consumer information

5. COMMERCIAL AGREEMENTS
Key provisions and common issues relating to the following types of commercial arrangements
a) Joint venture
b) Distributorship
c) Franchise
d) Guarantee
e) Trust deed

6. MOVABLE PROPERTY SECURITY RIGHTS

a) Creation of a security right
b) Perfection of a security right
c) Effect of registration on third parties and in relation to priorities
d) Enforcement of a security right

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7. TAX PROCEDURES IN COMMERCIAL TRANSACTIONS
a) Classification of taxes
b) Types of income and Taxation of incomes
c) Tax Planning, Avoidance & Evasion Capital Gains Tax
d) Tax Dispute Resolution Mechanisms – statutory interpretation; types and procedures of
tax dispute resolution mechanisms
e) Tax Procedures Act- tax returns, assessment, recovery and penalties in relation to
commercial transactions

*TENTATIVE WEEKLY BREAKDOWN

Companies and Partnerships: 2ND FEB-3RD MAR
Mergers and Acquisitions 6 MARth-7th APR
Insolvency Procedures 20th MAR- 14TH APR
Financial Services and Payment Systems 17TH APR- 19TH MAY
Commercial Agreements 22ND MAY-16TH JUNE
Movable Property Security Rights 19TH JUNE-14TH JULY
Tax Procedures in commercial transactions 21ST AUG- 15TH SEPT
Revision 2ND OCT-3RD NOV
*Subject to change