Pauline Njau
Pauline Njau
Senior Associate
Pauline is an Advocate of the High Court of Kenya, a Certified Secretary registered with the Registration of Certified Public Secretaries Board, a member of the Law Society of Kenya and a member of the Institute of Certified Secretaries of Kenya.
Her areas of expertise include:
- Commercial Legal Advisory
- Mergers & Acquisitions
- Employment Law
- Intellectual Property
- Corporate Governance Advisory
- Company Secretarial Practice
Experience
- Undertaking the legal and regulatory audits of a leading financial services group and its subsidiaries in 2018, 2021 and 2023, with particular emphasis on the life insurance company.
- Providing legal advisory services to a leading insurer for the demerger of the general and life insurance businesses, including the preparation of the business separation and corporate restructuring agreement, the business and asset transfer agreements, and obtaining the requisite approvals from the Insurance Regulatory Authority (IRA).
- Providing legal advisory services to a leading insurer with presence in both Kenya and Uganda including contract negotiation and drafting, the registration of trademarks, and regulatory and compliance advice relating to regulation by the Insurance Regulatory Authority (IRA).
- Providing legal advisory services to a leading technological entity which provides a platform for health insurers, including but not limited to, contract negotiation and drafting, including shared services agreements for use of the platform, registration of trademarks under the ARIPO regime and with the Kenya Industrial Property Institute (KIPI), and regulatory and compliance advice relating to regulation by the Insurance Regulatory Authority (IRA).
- Conducting legal due diligence on both targets and acquirers, including preparation of the information request checklists, setting up of the virtual data room, virtual and physical review of documentation, preparation of due diligence reports and undertaking the presentations of the reports to clients.
- Drafting and negotiation of Share Subscription Agreements, Share Purchase Agreements, Shareholders Agreements and Disclosure Letters.
- Preparation and lodging applications for merger approval and notification with the Competition Authority of Kenya, and liaising with the Authority.
- Advising various clients on employment matters, including drafting and reviewing employment agreements, independent contractor agreements, human resource manuals, and advising on transfer of employees and employee share option plans.
- Drafting and review of Board Charters and Terms of Reference for Board Committees, and drafting Directors’ Service Contracts.
- Preparation of Board and AGM notices, working with clients’ management teams in preparing board papers, preparing relevant resolutions, attending AGMs and Board Meetings (including Committee Meetings) and taking minutes, and typing and circulating minutes.
