In Corporate Finance and Securities, Fugar & Company offers a wide range of services in equity and debt issues, stock exchange and regulatory work, mergers and acquisitions, restructuring of private or public financial businesses, public offering and private placements, local/international loan finance, syndicated lending and security transactions, joint ventures, technology transfers, negotiation and drafting of various financial documentation e.g. finance leases, loan and security agreements.
Examples of the Firm’s extensive experience in corporate finance and securities include:
- Equity and debt issues, investment banking, public offering and private placements of securities by local and foreign issuers.
- Due diligence reports for a myriad of prospective investors internationally.
- Advising a leading international financial institution on the relevant Ghanaian law in the floating of exchangeable bonds on the London Stock Exchange.
- Advising clients on floated convertible bonds on the London and New York Stock Exchanges.
- Advising on mergers, reconstructions and restructuring of financial businesses.
- Providing advice on Ghanaian law in relation to foreign ownership of securities, local market practice governing trading and settlement of securities.
- Advising on gold mining concessions including the raising of capital from a syndicate of lenders from the United Kingdom.
- Assisted in preparing draft Regulations for Collective Investment Schemes such as mutual funds and unit trusts in Ghana, in conjunction with the Economic and Legal Advisory Services Division of the Commonwealth Secretariat and the Ghana Stock Exchange.
- Acting as transaction advisors for the re-structuring of legal and financial arrangements for the water sector privatization, Airlines and Railways projects in Ghana.
- Advising on legal and regulatory environment and local licensing requirements for the issuance of debt securities in Ghana.
Because of a more realistic and market determined exchange rate, privatisation of state-owned companies, liberalisation of trade and relaxation of controls, Ghana’s investment climate is very congenial to both local and foreign investors.
In response to the growing needs of these investors, Fugar & Company provides the necessary legal advice and services ranging from advising on Ghanaian investment law and procedures to project planning and documentation.
The firm represents investors in obtaining the appropriate licences from the Ghana Investment Promotion Centre (GIPC) and other governmental agencies. Fugar & Company has been instrumental in and has been an industry leader in the setting up of major investment companies in the areas of:
- cellular telecommunications network in Ghana;
- a major explosives factory;
- the setting up of a medical laboratory and clinical pathology company; and,
- the shipping and mercantile business.
Fugar and Company has also played a leading role in the setting up of other major companies in mining, leasing and finance, security services, construction, television and film production.
Because of its trade liberalisation policies and its stable political climate, Ghana has in recent times, experienced an influx of foreign investors.
The firm has assisted many such investors by offering assistance with immigration related matters, acquisition, extension or renewal of work and residence permits, obtaining immigrant quotas and legal representation at inquiries conducted by the Ghana Immigration Service and the Ministry of Interior.
The firm has wide ranging expertise in tax matters and offers advice on tax liabilities, incentives and exemptions for old, new and investing companies.
The firm regularly advises on various tax structures, taking advantage of the fiscal and tax incentives incorporated in the Minerals and Mining Law, Ghana Investment Promotion Centre Act and the Internal Revenue Act.
The Ghanaian landscape has changed substantially over the years leading to an influx of investors in the minerals and mining sector,
Since the launching of the Economic Recovery Programme in 1983, many policies and programmes have been introduced by the State to address problems facing the economy.
Fugar & Company has played and continues to play a very important role in the development of the mineral and mining sector of the country and the mining industry indeed, forms an integral part of the Firm’s practice.
The Firm undertakes the representation of clients at the Minerals Commission, and renders advice on Ghana’s mining laws and regulations, project planning and documentation at all stages.
It also assists in the procurement of reconnaissance, prospecting/exploration licences and mining leases from the Minerals Commission. Particularly, the firm participated in negotiating the mining lease for the second largest gold mining concern in Africa outside South Africa, and the Deed of Warranty, Conditions and Confirmation which spelt out various fiscal and tax incentives for the company.
The firm has also represented a major North American Mining Company in a joint venture with another mining concern to fund the exploration and development operations of various Ghanaian properties; advised an international financial institution on the purchase of over five million global depository shares in the largest gold mining company in Ghana and advised a syndicate of lenders on the funding of new projects of two gold mining companies at Bibiani and Tarkwa, both in Ghana. In addition, it has also advised a major mining concern on a group corporate restructuring exercise being undertaken by its parent company.
It also represents and advises most major American, Canadian, Irish and Australian international gold mining companies with vested interests in the exploration and mining of gold and diamonds in Ghana.
In the energy sector, Fugar & Company offers broad-ranging and authoritative legal expertise. It acted as Ghanaian counsel for a major American petroleum company in a joint venture with the Ghana National Petroleum Corporation (GNPC) to develop the Tano gas fields and build power badges to produce electricity in Ghana. In addition, the firm has recently acted as Ghanaian counsel for a consortium of senior lenders to one of the operators of the Offshore Cape Three Point (OCTP) – The Sankofa-Gye Nyame gas and oil field development and production in the Western Region of Ghana.
The firm has also advised a UK corporation with wide experience in financing investments in developing countries for the construction of a thermal plant by a local body corporate primarily involved in the generation and development of hydro-electric power. The project also included the construction and operation of transmission systems for the supply of electrical energy for industrial, commercial and domestic use.
In the oil industry, Fugar & Company has been involved in the reviewing of various agreements in connection with a syndicated loan financing of a local oil refinery’s sale of oil products.
About the water sector, the firm has also acted as Transaction Advisors for the structuring of legal and financial arrangements for the water privatisation project in Ghana. It has recently advised a major public urban water services contractor regarding a proposed management contract.
Attempts over the years to address environmental problems in Ghana have been largely ad-hoc and cosmetic or at best, sector-oriented and therefore limited in scope. With global awareness of the consequences of environmental degradation, there has been a new direction and thrust in national development efforts to ensure that due cognisance is taken of environmental issues.
Fugar & Company has for this reason, recently focused on environmental issues and has a growing practice in this area.
The principal area of the firm’s work involves giving advice on the full range of environmental issues including compliance, liability and control. The firm also assists in the preparation of Environmental Impact Assessment Statements and processing of applications for authorisation, licences and permits. The firm has experience preparing and producing Environmental Impact Assessment Statements for several major mining projects and for an explosives factory.
The Firm’s strategy in this area is to provide clients with a tailor-made and cost effective comprehensive service to prevent environmental degradation and to minimise financial consequential loss.
It frequently works with environmental scientists and has in conjunction with the environmental division of a Geneva-based company, reviewed all laws on the environmental and mining regime in Ghana with a view to updating them and advising on their practicability or otherwise.
This is a fairly new area of practice in Ghana and in its pacesetting tradition, Fugar & Company has been in the forefront of this initiative in a very highly specialised area of law practice, especially in navigating the labyrinthine legal and regulatory framework of the communications industry in Ghana. It has also advised a local cellular phone company in the acquisition of a majority shareholding in it by a major international telecommunications company.
Other activities of the firm in this area include the processing of applications for licences for the provision of various telecommunications services, reviewing licence and interconnection agreements and advising on interconnection principles and guidelines, reviewing and drafting of memoranda of understanding between telecommunications providers.
It has to its credit, a comprehensive publication on the telecommunications legislation and regulation in Ghana.
Fugar & Company advises in matters concerning all maritime activities and private international law which concerns the private business entities that operate ships and vessels.
The Firm provides professional legal services in the formation of vessel ownership and ship registration as well as handling of maritime legal issues concerning commerce, navigation, shipping, ship personnel, and the ocean-going transportation of passengers and goods.
In addition, the Firm has expertise in representing clients whose vessels and cargo have been arrested. Other matters dealt with are the drafting of maritime transport contracts, consultation and representation on sales of ships, maritime insurance, ship financing and securities.
Fugar & Company advises clients in legal and regulatory framework covering every segment of the aviation industry, including aviation joint ventures, mergers and acquisitions, reviewing and negotiating bilateral air service agreements, code sharing agreements, open skies policy and freedom rights across Africa, aviation aircraft leasing and financing organizations and aviation public private partnerships.
Fugar & Company works in association with aviation lawyers across the world that are well renowned in aviation law, to provide clients with seamless legal support at all levels. This consortium approach benefits clients who have access to both Ghanaian and international knowledge & capability as a one stop shop. This also offers clients access to high quality services irrespective of where they are based in the world.
Fugar & Company has an extensive practice in this area and provides a wide range of legal services to the business and financial sectors.
We provide services such as the incorporation of companies, establishment of branches, liaison and representative offices, negotiation and drafting of various agreements, shareholders’ agreements, share transfer agreements, sale and purchase agreements, management/employment and technical service agreements, agency, distribution and licensing agreements, winding up and project documentation.
The firm also provides legal assistance in respect of the restructuring of companies, establishment of various types of businesses, joint ventures, mergers and acquisitions and other forms of commercial collaboration including advice on Chapter 11 recoveries for companies.
Fugar & Company has in recent years developed considerable experience and expertise in dealing with a wide range of labour related matters.
The firm has conducted many matters relating to the Industrial Relations Act of Ghana (now repealed), and replaced by the Labour Act, 2003 (Act 651) and the Labour Regulations, 2007 (LI 1833) made pursuant to the Act. The Firm has handled cases involving the Trade Union Congress in connection with the negotiation of collective bargaining agreements and arbitration. It has advised foreign and domestic companies on industrial relations in Ghana and particularly, the responsibilities and obligations of the employer.
The Firm’s experience and expertise include drafting and reviewing of employment contracts, consultancy agreements and conditions of service, setting up of employee provident/trust funds, legal representation in matters relating to wrongful dismissal of employees, various forms of discrimination, redundancy, severance awards and salary claims.
The Firm has also represented clients in cases of employment disputes pending before the Commission for Human Rights and Administrative Justice (CHRAJ) as well as employment litigation before the law courts.
The firm has also been called upon by employers to mediate in cases where strike action is imminent.
With the growing public awareness of intellectual property rights, Government’s policy has strengthened in recent years in a bid to eliminate piracy. It has also enacted new pieces of intellectual property legislation to ensure compliance with the minimum standards set by the World Trade Organization’s Agreement on the Trade-Related Aspects of Intellectual Property Rights (TRIPS), currently the key international agreement promoting the harmonization of national intellectual property regimes.
The Ghana Copyright Office has also been instrumental in bringing to the fore, the legal implications of infringement and misappropriation of copyrights, trademarks and patents.
In recent times, the firm’s intellectual property law practice has expanded considerably. It offers a comprehensive range of advisory, transactional and litigation services connected with the evaluation, protection and effective exploitation and enforcement of intellectual property rights in Ghana. Fugar and Company has steadily carved a niche for itself in trademarks and patents with a significant increase in requests from all parts of the world for registration, renewals, licensing and searches and protection of these intellectual property rights.
The Firm has been involved in litigating on behalf of clients in respect of copyright infringements, representing clients at arbitrations conducted by the Copyright Office, and generally advising on Ghanaian intellectual property laws.
The Firm’s client base includes firms from Asia, Europe, North America and South Africa.
The Firm is widely recognised for its expertise and sophisticated practice in banking and finance in that it has provided a broad range of legal services primarily to merchant and commercial banks, leasing companies and other financial institutions.
The Firm has expertise in the structuring and documentation of loan facilities of all kinds as well as related security packages. We have represented our banking clients on many large and complex transactions and have been instrumental in the establishment of banking operations and non-banking financial institutions in Ghana. The Firm has experience handling diverse legal issues including dispute resolution pertaining to the banking and financial communities.
Fugar & Company has acted as Ghanaian counsel to a potential Malaysian institutional investor in its bid to purchase 40% of the issued share capital of a government owned bank.
As legal advisers to a United Kingdom statutory corporation with wide experience in investment in developing countries, Fugar & Company has drafted and reviewed various financial instruments under which various loans were extended to a number of companies and statutory bodies in Ghana for diverse purposes. Some of which included the acquisition of a Tetrapak machine for packaging fruit juice; refurbishment and operation of a glass bottle-manufacturing state-owned enterprise; setting up a leasing company; the establishment of a venture capital fund; and part-financing of a thermal plant for electricity generation.
As one of the few law firms acting as legal consultants to the Divestiture Implementation Committee in Ghana, Fugar & Company has assisted in the structuring and accelerated divestiture of Government interest in state-owned enterprises.
Experience in this area includes conducting legal and corporate due diligence and preparing related reports for the Government to divest its shares in certain state-owned enterprises.
The Firm has also acted as legal advisers to several institutional investors in the USA, Japan and Malaysia in their bid to purchase Government interest state-owned enterprises engaged in diverse business activities ranging from film production and exhibition to construction, transport and banking.
As legal advisers to a UK statutory corporation focused on investment in developing countries, Fugar & Company assisted in structuring financial packages for a glass manufacturing state-owned enterprise when the Government divested its interest; the financing and the establishment of Tetrapak facilities and the expansion of business activities of two fruit processing companies.
The firm also acted as Ghanaian counsel to:
- An American Company on its twenty per cent (20%) share floatation in an affiliated company registered in New Jersey, USA with major investment in the mining sector in Ghana, on the London and New York Stock Exchanges;
- A reputable financial institution as lead managers on the issuance of exchangeable bonds by a local major mining company on the New York and London Stock Exchanges;
- A Japanese Corporation in its bid to purchase a local company, as part of the Government of Ghana’s divestiture programme; and
- A Malaysian company that purchased 70% of Government’s divested interest in the Ghana Film Industry Corporation.
The firm offers comprehensive service to real estate investors and developers in the form of title investigation, drafting of various types of conveyances, stamping and registration of documents.
The Firm’s expertise resides in the preparation of leases, tenancies, licences, mortgages, assignments etc. and in dealings where Government consents are required for commercial, industrial and residential developments. In particular, the Firm has acted as Ghanaian counsel to a leading international law firm in relation to the implementation of a project to redevelop and manage the site of the former Ambassador Hotel (now Movenpick Hotel) situate in Accra.
Legal work undertaken in this regard ranged from drafting of the constitutive documents of the project company, advice in respect of incorporation of the project company and attending to all formalities in connection therewith, procurement of Central Bank approval to the review of the Subscription and Shareholders Agreements and the Asset Management Agreement. The firm has also acted in a similar capacity in relation to the development of the Airport City Hotel project also in Accra. In this respect, legal work carried out by the firm included the review of the security documentation and advice connected therewith.
In addition to providing legal representation and advice in this area of practice, the Firm has legal expertise in matters pertaining to testate and intestate succession.
The Firm’s expertise covers drafting of wills, legal representation in court for the grant and resealing of Letters of Administration, Probate, registration of Probate granted outside the jurisdiction and litigation arising therefrom as well as administration of estates.
The Firm provides general legal representation and counselling in this area of law. Practice in this sector includes representation in court for adoption, divorces, reconciliation, custody and maintenance suits.
The Firm has a modest litigation department which offers advice to clients involved in litigated disputes.
Even through the bulk of litigation work involves clients on retainer, the practice extends to those who so desire.
Fugar & Company represents its clients in all significant fields of law as already indicated and represents clients in a wide range of cases spanning commercial and contract disputes, criminal matters, copyright, patent and trademark infringements, insurance claims, construction disputes, paternity suits, admiralty actions amongst others.
In handling litigation on behalf of the Firm’s clients, the Company seeks to achieve the most commercially appropriate results as far as is practicable.
The Firm also handles litigation which may arise from real property disputes or landlord and tenant arrangements.
COMMERCIAL ARBITRATION, MEDIATION & NEGOTIATIONS (DISPUTE RESOLUTION)
The Firm also has extensive experience in commercial arbitration, negotiations and mediation as well as other forms of dispute resolution.
The Firm is currently representing a large international company in arbitration proceedings before the Ghana Arbitration Centre. There is also in-house expertise in international commercial arbitration.
The Firm in conjunction with a leading law firm in England, has carried out a comprehensive review of the Administrative Law Procedures/Arbitration and other Alternative Dispute Settlement Mechanisms for the Ministry of Justice, Ghana, under a programme sponsored by the World Bank.
The Firm has a growing practice in this area of law and its clients range from contractors, consultants and developers to financiers. The Firm represents several major civil and building engineering companies in Ghana with international links.
The Firm’s practice includes conducting pre-property acquisition searches, title investigation, negotiations, drafting and review of all forms of construction contracts and input into project management.
The Firm has experience advising a German Civil Engineering Company, in a dispute with the Ghana Highway Authority over parts of its road construction work. The Firm was a member of the Conciliation Committee set up to resolve the dispute.
The Firm’s practice in this area has expanded with the creation of its company secretarial department.
Services provided include the preparation and issuance of notices convening meetings and accompanying agenda, taking of minutes at board meetings and sub-committee meetings if required as well as annual general meetings. The Firm also provides hands on legal expertise to advise immediately on any legal issues that may arise at company meetings.
The Firm has a strong relationship with the office of the Registrar General of Companies in filing board and shareholders resolutions, notice of change in directorships and all other relevant documentation.
Fugar and Company is proud of its human resource profile.
Always willing to assist the staff to develop to their maximum potential and ability, a policy of supporting individuals to advance to the highest levels of their capacity is applied.
To further strengthen practice in the securities industry, for example, most of the Firm’s lawyers have undertaken securities courses organised by the Ghana Stock Exchange and regularly update their expertise through participation in related and follow-up courses organised by the Exchange.
The Firm also regularly liaises with the Ghana Stock Exchange to keep abreast with the latest developments in the industry thereby ensuring that the needs of its clientele are fully met at all times. The firm’s lawyers are up to speed with the new Securities Industry Act, 2016 (Act 929).
To further deepen, broaden and update the Firm’s expertise, some of the firm’s lawyers regularly participate in international conferences in topical and complex areas of the law.
To ensure that staff are always abreast with the latest developments in this field, the Firm regularly liaises with the National Communications Authority which is the regulator of the telecommunications industry in Ghana in dealing with a new area of legal practice in Ghana.