<p>Arnest Jambuka is an Associate in the firm's Corporate and Commercial practice. He first joined Signum Advocates as an intern and was retained upon completion of his Post-Graduate Diploma in Legal Practice, reflecting the firm's confidence in his ability, judgment, and work ethic.</p><p>Jambuka supports the firm's corporate clients across contract review and drafting, loan documentation, the perfection of securities, and employment advisory services. His wider practice extends to corporate governance, compliance and quality assurance, banking and finance, and employment law advisory. He maintains a keen interest in artificial intelligence and technology governance within the corporate space.</p><p>Known for a resilient, results-oriented approach, he is disciplined and committed to delivering the highest standard of client service.</p>

Arnest Jambuka

Law Development Centre

Legal Practice (Bar Course)

Makerere University

<div><h1>Our Corporate and Commercial practice</h1> <p style="font-size:0.9em; padding-bottom: 10px;">Our Corporate and Commercial practice provides a broad range of corporate and commercial advisory to a vast set of clients at the firm. These range from domestic to international clientele and include;</p><ul><li>Corporate Advisory and Regulatory Compliance</li><li>Capital Markets</li><li>Corporate Governance and Board Affairs</li><li>Mergers and Acquisitions</li></ul> <p style="font-size:0.9em; padding-bottom: 10px;">Our Corporate and Commercial lawyers provide cost-effective and seamless solutions to our clients. We take time to understand our clients and each of their needs where the team then coins and provides tailored, practical and innovative advice to provide solutions and enable the client to achieve their objectives.</p> <p style="font-size:0.9em; padding-bottom: 10px;">Our team’s extensive experience in advising clients leverages our position as a unique and model firm of choice. Our Corporate and Commercial Department was recognised as the “Corporate Team of the year 2021” by the Uganda Law Society Awards.</p><br><br><h1>Our services include work relating to:</h1><br><h3>A. Corporate Advisory and Regulatory Compliance</h3><ul><li>Prudential Assurance Uganda Limited</li> <p style="font-size:0.9em; padding-bottom: 10px;">We are retained to render legal advisory to the client from time to time. This includes drafting and/or reviewing of all legal documentation and providing bespoke legal advisory. We have specifically drafted and negotiated a Service Level Agreement for Telemedicine services in the wake of innovation and technology between Prudential Assurance (U) Limited and the Medical Concierge Group and advised on all the legal aspects related to the said Agreement.</p><li>National Union of Coffee Agribusinesses and Farmers’ Enterprises (NUCAFE)</li> <p style="font-size:0.9em; padding-bottom: 10px;">In 2021/2022, we were engaged to act for NUCAFE, a coffee Argo processing company and Not for profit entity, to restructure its not-for-profit entity in creation a social business and a profit-making arm of the business. We curved out the profit aspects of the Nonprofit and created a social business structure for the Client. The Client runs a 23 billion structure where the farmer ownership model, a patented model is used. We advised on the reorganization, drafted the asset purchase agreements, and advised on employee transfers.</p> <p style="font-size:0.9em; padding-bottom: 10px;">In 2019, we also acted for NUCAFE, a Coffee based Argo processing company, and advised on the Solar power project for their Plant in Namanve. The project was conducted by a Kenyan Company, and we assisted from the Due Diligence on the Kenyan Company to the commissioning of the Plant. We specifically negotiated and drafted and/or reviewed the turnkey EPC contracts (FIDIC Styled Contracts) and also rendered advisory on the tax implications for the importation of the solar panels and other accessories.</p> <p style="font-size:0.9em; padding-bottom: 10px;">We advise and represent NUCAFE from time to time regarding the propriety of its lease agreements, financing options agreements and structuring of their business enterprises including Franchising, distributorship and agency agreements with its business partners.</p><li>Swangz Avenue Limited</li> <p style="font-size:0.9em; padding-bottom: 10px;">We are retained to provide legal advisory to the client from time to time. This entails the negotiation, drafting and/or review of contracts. We successfully advised on the contract between the client and Sony Entertainment PLC.</p><li>Healthy Entrepreneurs Uganda Limited</li> <p style="font-size:0.9em; padding-bottom: 10px;">We are retained by Healthy Entrepreneurs Uganda Limited to offer routine legal advisory on commercial and contractual aspects, immigration, employment and regulatory compliance with regulatory requirements with the National Drug Authority and District Health Officials. Healthy Entrepreneurs is an Organisation whose trained health workers sell health care products and educate their customers from their own mini-pharmacies. Thanks to the efforts of these passionate entrepreneurs, isolated villages transform into strong, healthy, well-informed communities.</p><li>Liquid Intelligent Telecom</li> <p style="font-size:0.9em; padding-bottom: 10px;">We have advised Liquid Intelligent Telecom on compliance with its obligations under the Uganda Communications Act and attendant regulations. We have advised it on its obligations to its clients as a service provider vis-a-vis its responsibility to the industry regulator.</p><li>Vine Pharmaceuticals Limited</li> <p style="font-size:0.9em; padding-bottom: 10px;">We render legal advisory to Vine Pharmaceuticals on commercial and contractual aspects and its compliance with the National Drug Authority and other industry regulators. We have also advised Vine on managing tax obligations and liability to the Uganda Revenue Authority.</p><li>Pathfinder International</li> <p style="font-size:0.9em; padding-bottom: 10px;">We acted as external legal counsel for Pathfinder International, a US-based non-profit organization concerned with sexual-reproductive health rights on funding and grants agreements, procurements matter, employment and employee rights and given general legal advisory in a score of practice areas.</p><li>Mengo Hospital</li> <p style="font-size:0.9em; padding-bottom: 10px;">We are retained to render legal advisory to the Hospital and routinely review agreements with its service providers, contractors and its employees to ensure that the Hospital’s risks and liabilities are covered.</p></ul><h3>B. Capital Markets</h3><ul><li>Tolea Securities Limited and ALTX Securities Exchange</li> <p style="font-size:0.9em; padding-bottom: 10px;">The Firm was engaged to provide legal advisory in the submission of the client’s prospectuses to the Capital Markets Authority. The Capital Markets Authority in March 2023 approved two (2) prospectuses allowing Tolea Securities Limited to trade Exchange Traded Fund (ETF) Securities built respectively with Regional Treasury Debt securities from all over Africa, and Equities from various markets across the globe on the ALTX Securities Exchange. The Firm was involved in the process from the very beginning and contributed greatly to the development of these financial instruments. This transaction was the first of its kind on Uganda’s Securities Exchange market.</p></ul><h3>C. Corporate Governance and Board affairs</h3><ul><li> <p style="font-size:0.9em; padding-bottom: 5px; color: #000000;"> We act as Company Secretarial services, governance, board oversight and compliance for several clients such as Association for Strengthening Agricultural Research in Eastern and Central Africa (ASARECA), Prudential Assurance Uganda Limited, NUCAFE, Ziba Limited, Bless A Child Limited.</p><p></p></li></ul><h3>D. Mergers and Acquisitions</h3><ul><li>Prudential Assurance Uganda Limited</li> <p style="font-size:0.9em; padding-bottom: 10px;">The Firm acted for the Acquirer acquiring International Air Ambulance (IAA). The acquisition and transfer of business was approved by the Insurance Regulatory Authority. We drafted and/or reviewed and negotiated the Deed of Transfer and the commercial contracts.</p><li>Acquisition of Opportunity Bank by TLG Capital Fund</li> <p style="font-size:0.9em; padding-bottom: 10px;">We acted for the acquirer, a Private Equity Fund from the Cayman Islands and UK. We assisted in the negotiation of the Share Purchase and assisted to lodge the application to the Bank of Uganda for clearance and approval of the acquisition.</p><li>Acquisition of Tugende Uganda</li> <p style="font-size:0.9em; padding-bottom: 10px;">We acted for the potential acquirer in conducting a due diligence on Tugende Uganda. The report entailed correspondences with Teams in Ivory Coast and Kenya.</p></ul></div>

Our law firm provides comprehensive corporate and commercial legal services to businesses of all sizes. We assist clients in various matters, including entity formation, corporate governance, mergers and acquisitions, contracts, and compliance

Corporate & Commercial

Our law firm offers a wide range of legal services in the field of banking and finance. We advise financial institutions, borrowers, and investors on regulatory compliance, lending transactions, debt restructuring, and project financing

Banking & Finance

<div><h1>EMPLOYMENT &amp; PENSIONS PRACTICE</h1><p style="font-size:0.9em; padding-bottom: 10px;">Signum’s Employment and Pensions Practice is the leading employment specialized practice in Uganda. We advise both domestic and international clients to enable them to be legally compliant with the ever-changing labour law regime. Our offering includes a range of innovative tools and services to help meet clients’ needs on HR-related matters.</p><p style="font-size:0.9em; padding-bottom: 10px;">We adopt a practical and business-focused approach in advising clients, so that the human resources and talent retention strategy of our clients is implemented in the most cost-effective manner, in compliance with the applicable laws, business policies and the ethics of the organization.</p><p style="font-size:0.9em; padding-bottom: 10px;">Our Employment law experts work seamlessly with our tax advisory, M&amp;A, Immigration, corporate and Regulatory Compliance Advisory and dispute resolution teams to provide a fully integrated service.</p><h1>Our services include:</h1><ol><li>Review of HR Manuals and Procedures:</li><p style="font-size:0.9em; padding-bottom: 10px;">We assist clients in drafting and reviewing employment documentation including, customised Human Resource Policies and employee handbooks, job offer letters and employment agreements, confidentiality agreements, IP assignment agreements, non-compete and non-solicit agreements, training bonds, consultancy agreements, secondment and deputation agreements, severance, and release agreements, etc.</p><p style="font-size:0.9em; padding-bottom: 10px;">We have successfully incorporated industry best practices and customised our advice to the requirements of our clients. We reconcile the 'at-will' employment and 'work-for-hire' concepts with Uganda laws.</p><li>Labour Law Advisory:</li><p style="font-size:0.9em; padding-bottom: 10px;">We advise our clients on application and compliance with Uganda’s labour laws and the consequences of non-compliance. We have advised on matters related to local content obligations, workplace investigations and discipline management, employee benefits, superannuation/retirement benefits and provident funds, termination of employment and other numerous obligations of the employer.</p><li>Employment Trainings:</li><p style="font-size:0.9em; padding-bottom: 10px;">We offer in-house bespoke trainings on employment related issues to different clients. The team is dedicated towards ensuring the legal protection of our clients and pushing for the realization of their interests during each training.</p><li>Labour &amp; industrial Relations disputes:</li><p style="font-size:0.9em; padding-bottom: 10px;">Our employment litigation team has successfully represented clients in numerous labour disputes and workers’ compensation claims before the Labour Office, Equal Opportunities Commission, Industrial Court, Court of Appeal and Supreme Court. We also advise clients during the disciplinary hearing process to ensure compliance and limit litigation exposure. In addition to Court representation, our services also include advising clients on the litigation strategy, limiting financial exposure, drafting, and issuing legal notices, responding to legal notices, and drafting claim documents.</p><li>Employee Benefits &amp; Compensation Structuring:</li><p style="font-size:0.9em; padding-bottom: 10px;">We advise our clients on the structuring of a tax-efficient compensation package as well as other applicable statutory deductions. Our team has technical expertise and experience to handle a full range of pension and retirement benefits schemes’ matters. We advise on setting up pension benefits, drafting of trust deeds and rules, registration of schemes and trustee advisory services to several retirement benefit schemes and their sponsoring employers.</p><li>Employment Termination &amp; Disciplinary Hearings:</li><p style="font-size:0.9em; padding-bottom: 10px;">We advise clients on strategies for employment termination, collective terminations, restructuring, downsizing and reduction in force in cases of technological changes, business/organisational restructuring, and financial challenges. This includes guidance on regulatory compliance requirements. We also attend disciplinary hearings where we advise our clients on different compliance aspects.</p><li>Human Resource Audit (Legal):</li><p style="font-size:0.9em; padding-bottom: 10px;">We conduct periodic human resource legal audits for our clients. The audit typically encompasses appraisal of the level of compliance with applicable labour laws, taxation laws and corporate laws relating to hiring/ firing of employees, terms of employment, employee compensation, stock option plans, to name a few. The legal Human Resource audit enables us to suggest measures for legal process re-engineering.</p><li>Immigration &amp; Global Mobility:</li><p style="font-size:0.9em; padding-bottom: 10px;">We assist international and local companies with immigration requirements associated with importing foreign skills and expatriates. Our immigration law assignments include advice to employers and employees who wish to come to Uganda on employment, deputation, or secondment.</p></ol><h3>Demonstrated Experience and Selected Clientele:</h3><ol><li>Association for Strengthening Agriculture in East and Central Africa Region (ASARECA):</li><p style="font-size:0.9em; padding-bottom: 10px;">We are retained Lawyers for ASARECA an intergovernmental organization with membership in over fifteen countries. We have reviewed and rendered advice on employment documentation including the Operations Manual and assist with reviewing/drafting employment contracts from time to time.</p><li>Africa Global Logistics:</li><p style="font-size:0.9em; padding-bottom: 10px;">We have advised Bollore on several mandates including, collective terminations, and staff restructures, negotiating and drafting collective bargaining agreements, managing forensic investigations, advising on disciplinary hearings and staff exits, representation in labour disputes.</p><li>Finance Trust Bank Limited:</li><p style="font-size:0.9em; padding-bottom: 10px;">We are retained to provide routine Employment law advisory and support, Rendering advisory in relation to disciplinary processes. We represent the bank in labour disputes before the Labour Office and Industrial Court. We have provided legal, regulatory, and transactional support in setting up the staff provident fund.</p><li>Stanbic Bank of Uganda Limited:</li><p style="font-size:0.9em; padding-bottom: 10px;">We have successfully represented the bank in numerous labour disputes before all labour courts and courts of judicature. We routinely render employment law advisory on a wide range of employment issues.</p><li>SolarNow Uganda Limited:</li><p style="font-size:0.9em; padding-bottom: 10px;">Retained legal counsel to provide legal and HR support to staff restructuring, advisory on employee terminal benefits arising out of business reorganization.</p><li>Compassion International:</li><p style="font-size:0.9em; padding-bottom: 10px;">Retained lawyers to render employment and immigration advisory and services such as securing working permits, reviewing of employment contracts and human resource policies.</p><li>Mengo Hospital:</li><p style="font-size:0.9em; padding-bottom: 10px;">We are retained legal counsel to Mengo hospital to provide employment and HR support. We have reviewed employment documentation, provided legal support to the internal disciplinary processes, advised on employee and terminal benefits, and represented the hospital in labour matters.</p><li>Uganda Baati Limited:</li><p style="font-size:0.9em; padding-bottom: 10px;">Reviewed and re-drafted its Human Resource Manual and Policies (2020 version). We also drafted new policies for the Client to adapt to the COVID-19 and post COVID-19 era. We have represented Uganda Baati in several labour disputes and provided routine employment advisory and trainings.</p><li>Makerere University Business School (MUBS):</li><p style="font-size:0.9em; padding-bottom: 10px;">We reviewed and re-drafted its Human Resource Policies and Procedures Manual. We advised Uganda’s Premier Business School on its interactions with Uganda’s employment law in light of its unique situation as an entity that is governed primarily by the Universities and other Tertiary Institutions Act.</p><li>Healthy Entrepreneurs Uganda Limited:</li><p style="font-size:0.9em; padding-bottom: 10px;">We are retained lawyers for Healthy Entrepreneurs wherein we advise the Company on management of disciplinary hearings and exit of employees. We offer routine advisory on regular compliance issues in line with the Employment laws and regulations in Uganda.</p><li>Cairo Bank Uganda:</li><p style="font-size:0.9em; padding-bottom: 10px;">We have advised the Bank on management of employee restructures in light of structural changes in the Bank. We assisted the Bank in ensuring that it was able to notify the Commissioner of Labour, to adequately structure the compensation packages for the affected employees and ensure business continuity.</p><li>Samasource Uganda Limited:</li><p style="font-size:0.9em; padding-bottom: 10px;">We are retained to offer routine legal advisory to Samasource on employment related issues. We have advised them on single-employee restructures and also represented the Company before the Labour Office and the Industrial Court.</p><li>Technoserve Inc. Uganda:</li><p style="font-size:0.9em; padding-bottom: 10px;">We have advised Technoserve on structuring of their employment and consultancy contracts. We have also advised them and offered technical support on management of disciplinary hearings particularly advising on post-hearing procedures and applicable disciplinary sanctions. We have also offered technical support services on forensic audits and investigations into infractions committed by some employees.</p><li>Baylor Uganda School of Medicine:</li><p style="font-size:0.9em; padding-bottom: 10px;">We have offered training and capacity building services to Managers of Baylor Uganda on general employment law and specifically, management of Disciplinary hearings.</p><li>Federation of Uganda Employers Association (FUE):</li><p style="font-size:0.9em; padding-bottom: 10px;">We regularly facilitate trainings on Employment laws, trends and opportunities to the members of FUE. We keep employers abreast with the changing employment patterns in the market and ensure that we assist workplaces to remain compliant with the latest laws and decisions from the Industrial Court and other Courts of record.</p><li>Human Resource Managers Association of Uganda (HRMAU):</li><p style="font-size:0.9em; padding-bottom: 10px;">We regularly facilitate trainings on Employment laws, trends and opportunities to the members of HRMA. We keep HR Managers abreast with the changing employment patterns in the market and ensure that we assist workplaces to remain compliant with the latest laws and decisions from the Industrial Court and other Courts of record. We also facilitate conversations on reviews and legal audits for employee contracts and Human Resource Manuals.</p></ol><h3>Notable Briefs:</h3><ol><li>Advisory to SolarNow in a Business Restructure Involving more than 50 Staff:</li><p style="font-size:0.9em; padding-bottom: 10px;">Led by our Patson W. Arinaitwe, we advised SolarNow Uganda on conducting a legally compliant restructure of employees in the aftermath of the COVID-19 Pandemic and the resultant lockdown. This brief involved numerous townhall meetings with affected employees to discuss favorable compensation restructuring. It also entailed correspondences with government officials in the Ministry of Gender, Labour and Social Development to notify them of the impending mass lay-offs of employees. We also advised on the justification for paying out particular retirement benefits and structuring the Benefits portfolio to align with the Company’s legal and tax obligations.</p><li>Advisory on Provident Fund Set-Up on behalf of Finance Trust Bank Limited:</li><p style="font-size:0.9em; padding-bottom: 10px;">We were instructed by the Bank to advise on the legal and regulatory landscape of setting up a retirement benefits scheme for its employees with a portfolio of more than 400 Million. Our Patson W. Arinaitwe and Racheal Kembabazi led the team that advised on the licensing requirements, the appointment and licensing of trustees and the onboarding of other service providers for the Fund such as Custodians, Fund Manager and Fund Administrator. This brief has positioned us as a key player in the arena of Retirement Benefits Law in Uganda.</p><li>Makerere University Business School: Human Resource Audit and Reviews:</li><p style="font-size:0.9em; padding-bottom: 10px;">Under the stewardship of our Alex Matovu, Racheal Kembabazi and Kansiime. M Taremwa, we advised Uganda’s Premier Business School on the recrafting of its human resource policies. It was a delicate project that required aligning the School’s Policies to its legal obligations under the Employment legal regime and those under the Universities and Other Tertiary Institutions Act (UOTIA). This project also brought to the fore the delicate relationship between the employment laws and entities whose employees are typically under Uganda’s Public Service. We were able to develop a comprehensive manual to govern the potentially conflicting areas within the spectrum of employer-employee obligations within the context of a Public Higher Education Institution.</p></ol></div>

Our law firm specializes in employment and pension law, offering a range of services to both employers and employees. We advise clients on matters such as employment contracts, workplace policies, discrimination issues, and employee benefits

Employment & Pension

When individuals or businesses face financial distress, our law firm provides guidance and representation in insolvency matters

Insolvency & Debt Recovery

When disputes arise, our law firm is equipped to handle all aspects of litigation and dispute resolution. We represent clients in civil litigation matters, such as contract disputes, intellectual property disputes, and commercial disputes

Arnest Jambuka

Practice area

Education

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