Stephen Tumwesigye

Practice Areas

Corporate M & A and Private Equity
Tax
Oil and Gas

Education

Master of Laws – Harvard Law School
Bachelor of Laws – Makerere University, Kampala
Diploma in Legal Practice (LDC)

Affiliations

Advocate, High Court of Uganda
Member, Uganda Law Society
Member, East African Law Society
Member, International Bar Association

Stephen Tumwesigye is a founding partner at the firm and one of Uganda’s leading corporate & tax lawyers. He heads the Corporate,M & A and Impact Finance Practices at TASLAF. He is also part of the oil & gas and Tax practices. Stephen formerly worked as a Tax and Legal Consultant with Deloitte- East Africa where he advised leading entities in the East African Region.

Stephen advises private equity and other investment funds setting up in the East African region and leads teams that advise on fund formation, due-diligence on target companies, acquisitions and exits, negotiating complex financing agreements, structuring shareholder agreements and Initial Public Offers.

He has acted for international firms in the oil and gas and financing space that are involved in high profile infrastructure projects. His experience includes advising clients on tax and legal aspects of setting up in Uganda, structuring joint venture agreements, project Finance and advising on all aspects in the Procurement, Engineering and Construction value chain. This is in addition to participating in high level litigation involving employment, tax and construction disputes.

Stephen has also advised on the set up and entry of some of the leading Technology companies in East Africa and has participated in structuring financing for leading app and software developers in Uganda.

He has been involved in the setting up, restructuring and continues to advise leading multinational non profits, Development Finance Institutions(DFI’s) and other philanthropic entities. He has a deep understanding of the non-profit and development finance landscape in East Africa. He coordinates the firm’s flagship pro bono project which combines the use of Artificial Intelligence(AI) to provide innovative services to East Africa’s leading startups and social enterprises.

Stephen has served as a mentor in the Yunus Social Business Foundation and the Tony Elumelu Entrepreneurship Program and is a regular speaker at conferences involving development finance. He serves on the boards of Chapter Four Uganda and previously TPO Uganda where he provides strategic advice to boards on the governance framework governing the organizations. Stephen holds a Master of Laws (LLM) from Harvard Law School where he was an Open Society Foundations Scholar,

Transactional Experience

Mergers and Acquisitions
- Advising a UK based Insurance broking holding group on the proposed sale by Heartland Cayman Limited, the South African Heartland Trust, and the South African Heartland Partnership, of all shares and loan claims (if any) in a multinational insurance group with respect to the Ugandan subsidiary. (2023)
- Acting for Latitude Trading Company as borrower with respect to blended financing transactions with Ground Up Investing LLC which include a US$ 400,000 convertible note converting debt to equity shareholding, a US$ 200,000 revolving loan agreement, and completing the execution of a shareholder agreement. (2023)
- Acting for Inua Impact Fund Limited as investee company with respect to the sale and subscription of shares in Inua Fund Limited, rendering company secretarial services and incidental matters (April 2023)
- Advised BluePeak Private Capital GP as lender and Prime Supplies Holdings Limited with respect to a US$ 20,000,000 financing intended to result in a merger/ amalgamation between Prime Supplies Holdings Limited and Prime Logistics Holdings Limited leading to a minority buyout and structural changes in Ugandan subsidiary – Primefuels Uganda Limited. (April 2023)
- Acting for Spouts of Water as investee company with respect to the proposed US$ 4.5 million acquisition of shares by C-Quest Capital LLC in Spouts of Water International (May 2022)
Corporate finance
- Acting as legal/transaction advisor to the Uganda Bio Diversity Trust Fund’s over USD 100M public/ private sector-led fund to support innovation in conservation.
- Advised Great Lakes Coffee Co. on a 7M USD investment from Responsibility AG.
- Acting for Latitude Trading Company as borrower with respect to blended financing transactions with Ground Up Investing LLC which include a US$ 400,000 convertible note, a US$ 200,000 revolving loan agreement, and a shareholder agreement. (pending)
- Advised BluePeak Private Capital GP as lender and Prime Supplies Holdings Limited with respect to a US$ 20,000,000 financing intended to result in a merger/ amalgamation between Prime Supplies Holdings Limited and Prime Logistics Holdings Limited leading to a minority buyout and structural changes in Ugandan subsidiary – Primefuels Uganda Limited. (April 2023)
- Acted for HEKS/EPER as lender in respect of a loan facility made available to Patasente Limited (February 2023).
- Acted for HEKS/EPER as lender in respect of a US$ 400,000 loan facility made available to Landmark Millers Limited (January 2023).
- Acted for Musana Community Development Organization Ltd as borrower in respect of a US$ 3,000,000 loan facility made available to Musana Community Development Organisation Ltd (January 2023).
- Acted for Great Lakes Coffee Company Limited as borrower and K2 International Metal Pte. Ltd as lender with respect to a US$ 750,000 loan facility made available to Great Lakes Coffee (September 2022).
- Acted for Latitude Trading Company as borrower with respect to a US$ 300,000 working capital loan from FairCapital SA (October 2022).
- Acted for Stichting Impact-Linked Finance Fund as lender in respect of a US$ 140,000 loan facility made available to Nucafe Grading Limited (April 2022).
- Acted for MaxTrace (U) Limited in respect of a US$ 100,000 convertible loan facility made available by a high net worth individual (August 2021).
- Acted for a group of related companies in the food and beverage sector in respect intra-group loan agreements, director’s loans and shareholder loans (in aggregate approx. US$ 530,000) (July 2021).
- Acted for KIVA Capital Management LLC as lender in respect of the UGX 3,590,805,000 loan facility (approx. US$ 1,000,000) made available to UGAFODE Microfinance as borrower (December 2021)
- Acted for Great Lakes Coffee Company Limited as borrower in respect of the US$ 2,000,000 trade finance facility made available by Fairtrade Access Fund S.A. SICAV-SIF as lender (September 2021)
- Acted for Iungo Capital B.V. as lender in respect of the US$ 500,000 trade finance facility made available to Western Uganda Cotton Company Limited as borrower (January 2021)
Private Equity
- Acting for Inua Impact Fund Limited as investee company with respect to the sale and subscription of shares in Inua Fund Limited, rendering company secretarial services and incidental matters (April 2023)
- Acting for Spouts of Water as investee company with respect to the proposed US$ 4.5 million acquisition of shares by C-Quest Capital LLC in Spouts of Water International (May 2022)
Fund set-up, structuring, and market entry
- Advised impact finance funds setting up in the East African region including The Yunus Social Business Foundation’s over USD 200M to support local social businesses in Uganda.
- Acting for Mercy Corps in conducting a legal assessment and regulatory feasibility study for a humanity energy-focused financing facility in Uganda. (2023)
- Advising the BidCapital Partners on the setup and structuring of the Impact Mezzanine Fund (with $500,000 seed capital) and its operations in Uganda. (2023)
- Advising iGravity on the setup and structuring of the US$ 2,000,000 Refugee Investment Facility. (2023)
- Advising Small Foundation on the set up of an early venture debt facility to tech-enabled intermediaries in Uganda. (March 2023)
Legal & Regulatory Compliance
- Acted for the World Bank and the PPP Unit in Uganda in connection with the assessment of the current legal framework for PPPs and the preparation of new draft guidelines for PPP projects undertaken by Local Governments in Ugandan. (2022)
- Advised expatriate workers working with leading NGO’s and companies on the types of work permits that they should acquire and obtained the necessary permits for them. (2022)
- Advised several local and international clients such as Thinkly IP on trademarks, Copyright and other Intellectual Property rights. (2022)
- Acting for a leading and well recognized NGO in connection with the assessment of the current legal framework on Fiscal Sponsorship in Uganda and preparation of a report for the operation of fiscal sponsorship in Uganda. (2023)
Commercial Advisory, Dispute Resolution, Arbitration & Litigation
- Advised an International Non-Profit Organisation on the regularisation of their ownership of land in Uganda worth over UGX 300,000,000 [Forgotten Children Worldwide]
- Advised a sovereign investment vehicle on pre-investment agreements with agencies of Government Of Uganda for a planned investment exceed USD 300 million. [Masdar]
- Acted for a foreign holding group in a share exchange and settlement agreement dispute with another company. [Plexus]
- Successfully acted for a client and obtained a landmark ruling on a company’s power to adjourn its statutory meeting under Ugandan law. (2020-2021)
- Successfully defended Great Lakes Coffee, a Ugandan coffee exporter in an employment class action by former employees in a dispute for over UGX 100,000,000 for unlawful termination in the industrial court. (2021-2022)
- Successfully represented a client in construction contract dispute with a condominium property developer regarding a condominium unit valued at over UGX 500,000,000 (2022)
- Successfully Represented a government Agency, Uganda Land Commission in respect of a land dispute involving 144,000 acres of land. (2021-2023)