Divinah Ongaki is a Partner at SMC and the Head of Corporate-Commercial Law.

She undertook her article of pupillage at Anjarwalla & Khanna Advocates, a firm she joined in 2014 and subsequently left in 2019 having risen to the level of third level associate. While there, she was exposed to a high caliber both of multi-jurisdictional clientele and transactions – from lenders to private firms across a range of complex transactions from asset acquisitions to securitization transactions.

In early 2019 she joined the MJ Group of Companies as Senior Legal Officer, a position she retained for two years before joining ranks with Joyce Wanjira Mwaniki to establish WMC Law. She credits her time at MJ Group an umbrella of companies including notably Grain Bulk Handlers Limited with ‘opening her eyes to the inner life of companies and the realities of businessmen who don’t want twenty page opinions in legalese and an endless list of case law but real world workable options. It was a learning curve.”

 

Divinah joined the University of Nairobi in 2008 and graduated with a Bachelor of Law (Second Class Upper Honours)  in 2012. In 2013, she obtained a Diploma in Law from the Kenya School of Law. In 2018, she enrolled for and was awarded a Diploma in Economics and Competition from King’s College, London in 2019.

When she’s not working, Divinah enjoys time with family and friends and hiking with her two rottweilers, Woody and Liza.

Dip. Economics and Competition Law, King’s College London

Dip. In Law, Kenya School of Law

LLB, Bachelor of Law university of Nairobi

Member of the Law Society of Kenya

Registered KIPI Intellectual Property Agent

Intellectual Property

• Acting for a corporate client with respect to its various brands including registering the trademarks in Kenya, Somalia, other East African countries, South Africa, and the OAPI region, liaising with local counsel in each jurisdiction, negotiating the fees and following up the process where the trademarks are registered outside Kenya and sending out cease and desist letters where infringement is established as well as advising on the same.

 

• Acting for a private company, in connection with an asset purchase transaction, where a portion of the assets included various mineral water and tissue trademarks, including preparing assignments and overseeing registration of the same at the KIPI trademarks registry.

 

• Acting for a corporate employer and advising on employee-generated inventions in Kenyan intellectual property law, preparing employment agreement to cover employee generated inventions and preparing assignment of innovation agreement in favour of the employer.

 

• General IP work including advising on the impacts of the Protection of Traditional Knowledge and Cultural Expressions Act, patents, copyrights, distributorship agreements with IP elements

Banking and Finance

• Advising banks on bilateral and multilateral lending to both corporate and individual borrowers which involves conducting due diligence on operating companies in widely varying businesses and their assets, conducting negotiations with the exiting banks (as the case may be) on the terms of the takeover as well as structuring the security sharing and inter-lender agreements between various lenders.

 

• Preparing the security documentation, both single and multi-currency, such as debentures, charges, specific debentures, deeds of assignment of rentals, corporate and personal guarantees and indemnities, financial and document handling undertakings as well as overseeing perfection of securities in the Companies Registries, Land Registries, Collateral Registry as well as handling consents for secured assets in respect of institutions such as Kenya Railways, Kenya Ports Authority and Land Control Boards.

 

• Preparing inter-company debt agreements such as inventory financing agreements and debt acknowledgement agreements.

 

• Giving legal opinions on the adequacy of certain securities such as:

 

1. Whether a ship mortgage could be created over a barge.
2. Whether a charge could be varied to incorporate new parties.
3. The suitability of certain security packages

Real Estate

• Advising clients on high value property purchases, conducting legal due diligences on property, drafting and negotiating the sale agreements and transfer documents, overseeing stamping and registration of instruments of transfer.

 

• Advising and preparing documentation and advising on commercial leasing. Handling matters to do with valid forfeiture of lease, proper termination of lease and lease renewal.

 

• Advising on unique aspects of Land laws such as land control in Kenya and the impact on foreign nationals, community land held under the now repealed Land Group Representatives Act (Cap 287) and the formalities that have to be observed in the acquisition by a private individual, structuring of a financed land purchase, squatter settlement, negotiation of wayleave compensation, preparing easements between neighboring lands, special conditions to a title, zoning and user restrictions.

Corporate

• Being a part of various legal due diligences in instances where clients were contemplating buying into a target company and preparing transaction documentation in respect of the various M&A transaction. Handling competition filings in respect of mergers.

 

• Assisting as local counsel for various cross-border law firms where a transaction involved the buy-out of Kenyan entities and advising on matters arising such as compliance and regulatory aspects as well as competition issues.

 

• Advising on the setting up in the Maritime sector for international corporates both in shipping and customs brokerage.

 

• Company incorporation, restructuring, foreign branch registration related matters.

 

• Advising multi-national NGO on how to set up in Kenya as well as various clients on the setting up of charitable entities.