Capital Markets

Capital Markets

Our lawyers have the experience and expertise to advise issuers, investment banks, and investors in equity and debt transactions that raise capital through the global public and private capital markets.

We are a pragmatic, commercially minded capital markets law firm that not only appreciates relevant legal considerations but also deeply understands our clients’ businesses and is focused on helping them attain their marketing, positioning, and transactional objectives.

Our collaborative team-based approach makes us a preferred choice as either issuer’s counsel or underwriters’ counsel for ambitious and transformative capital markets transactions.

If you would like to find out more about what Capital Markets legal services can be offered by our law firm to you or your business, please contact us on +254 20 2100 999 or email us at for a free initial chat about any Capital Markets legal issue.

Capital Markets

Equity Capital Markets

Clients looking to raise capital in the financial markets turn to us to provide sophisticated structuring solutions in Kenya and around East Africa.

Our lawyer’s experience and knowledge mean that we are able to offer insightful and tailored legal advice coupled with efficient project management.

Our advice covers the full range of equity financing structures including initial public offerings, rights issues, secondary offerings, equity bridge financing, private placements, and reverse takeovers.


We are adept at securitising in Kenya and  East Africa.

Our team has the knowledge to provide advice to arrangers, originators and trustees on transactions involving a wide variety of asset classes and structures, including ‘true sale’ and synthetic securitisations, CLOs, CDOs and the establishment of securitisation programmes whether asset-based or asset-backed.

Debt Programmes

Drawing from our team’s experience, we provide sound advice in the negotiation and issuance of commercial papers and medium term notes and corporate bonds including regulatory compliance issues by leveraging our industry connections with investment banks and auditors.

Debt Capital Markets

We are able to advise issuers and underwriters on the full spectrum of debt capital market transactions, including standalone bonds and debt programmes, tier 1 and hybrid capital, equity-linked instruments, liability management, private placements, warrants, high yield and Islamic structures.

Derivatives & Structured Finance

Our law firm has the expertise required to develop relevant and innovative solutions to the challenges that our clients face, helping them to concentrate on their day to day business and succeed in today’s markets.

We focus on our role in the development and implementation of the myriad of regulations affecting the derivatives and structured finance markets with the Capital Markets Authority (CMA).

Through our knowledge, we are able to advise clients on a wide range of transactions that incorporate traditional derivatives and structured finance structures in bespoke and complex ways relevant to today’s markets and regulatory environment.

These include CLOs, commodity structures, equity financings, and illiquid asset financings with underlying assets in Kenya and across East Africa.

High yield

Our team can service all requirements in relation to high yield debt offerings, senior, second-lien, mezzanine and PIK debt, bridge-to-bond financings, bank/bond financings, securitisation take-outs, debt buy-backs and restructurings.

Our high yield capital markets practice covers deals that can be governed by English law trust deeds and/or executed following the eurobond offering paradigm.

Count On Us

We all share the same common goals – to deliver legal advice of the highest quality that is clear and easy-to-understand for our clients and meets their specific needs at competitive rates (including fixed fees wherever possible to deliver value for money and budget certainty).

Contact Our
Capital Markets Team

Mon- Fri: 8.00 am – 5.00 pm

Our Capital Markets Services

IPO Process

We view ourselves as a capital markets law firm in Kenya that is part of the team in pursuing and executing on our clients’ IPO plans.

We make the IPO process more efficient and ensure our clients are prepared to anticipate issues before they arise, including:

  • Leverage industry leading deal experience as both issuers’ and underwriters’ counsel in a firmwide team-focused manner.
  • Address CMA “concerns” upfront and keep clients apprised of the key areas of focus at the CMA.
  • Prep clients and boards of directors on the numerous laws and regulations that affect a company during, and after, an IPO.
  • Actively manage many aspects of the IPO process.
  • Leverage our strong investment banking relationships (i.e., facilitating introductions, giving unique insights regarding the investment banks, expediting the offering process by anticipating and addressing underwriters’ concerns).
After The Bell

Following the IPO, we proactively work with our clients’ in-house counsels and the other members of their management teams to help in the transition to a public company.

  • We are able to serve as principal corporate governance and securities counsel to publicly traded companies, including as principal corporate governance and securities counsel.
  • Our clients are able to consult us in all areas of securities and corporate law matters, including the Capital Markets Act reporting requirements, the Companies Act 2015, equity and other compensation matters, shareholder rights plans, shareholder proposals and proxy contests, Nairobi Securities Exchange (Main Market, AIM, GEMS and Bond Issuancec) listing rules and corporate governance matters.
  • Our industry leading deep bench of specialists (i.e., regulatory, compensation and benefits, intellectual property, litigation, tax, M&A, technology transactions, partnering/licensing) allow us to adeptly navigate complex issuers that arise in connection with capital markets transactions and operating as a public company.
Corporate Finance Trusts

We advise clients in their various roles, including note trustee; security trustee; paying/ calculation/exchange/collateral and escrow agent, cash manager and standby cash manager, and custodian.

We act in respect of all types of transactions involving corporate trust and agency services, including:

  • Debt and equity capital markets (including medium term notes)
  • Securitisations (including whole-business securitisations, CMBS, RMBS, and asset-backed commercial paper conduits)
  • Repackagings
  • Collateralised bond obligations (CBOs), collateralised debt obligations (CDOs) and collateralised loan obligations (CLOs)
  • Banking products and structured financings (including tax structures, acquisition finance and high yield debt)
  • Asset finance (including aircraft, rolling stock and defeasance structures)
  • Public private partnership (PPP) / private finance initiative (PFI)
  • Project finance
  • Restructurings and refinancings
  • Noteholder meetings
  • Trustee start-up and regulatory management

CONTACT CLAY & ASSOCIATES ADVOCATESCall us today, e-mail us or leave a message.

Get a free callback from our
Capital Markets Team today!


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