Kenya Insights

Tag: G&A Advocates LLP

  • Sh11 Billion Zakhem Debt Bombshell Rocks Kenya Pipeline Three Months After IPO, As Questions Mount Over What Investors Were Told

    Sh11 Billion Zakhem Debt Bombshell Rocks Kenya Pipeline Three Months After IPO, As Questions Mount Over What Investors Were Told

    Barely three months after Kenya Pipeline Company PLC made history as the first state enterprise to list on the Nairobi Securities Exchange under President William Ruto’s privatisation programme, the newly public company has been hit with a fresh lawsuit that could cost it close to eleven billion shillings, reigniting a decade old fight with a Lebanese contractor and forcing investors to confront a question they thought had already been answered before they bought their shares.

    On June 15, 2026, KPC issued a cautionary announcement to shareholders disclosing that Zakhem International Construction Limited had filed suit at the Milimani High Court, case number HCCOMM E346 of 2026, seeking a combined USD 84.1 million, equivalent to roughly KSh10.89 billion.

    The figure is dominated not by the original contractual dispute but by interest.

    According to the breakdown contained in the announcement, Zakhem is claiming USD19,036,187.46 in extension of time costs and a staggering USD65,081,253.70 in accumulated interest on delayed payments, a ratio that tells its own story about how long this fight has been allowed to fester and how expensive Kenyan institutions have made it for themselves to stall.

    KPC’s company secretary and General Manager for Legal Services, Flora Okoth, signed off on the notice, telling shareholders that the board, “based on the information currently available and the preliminary legal advice it has received from the Company’s advocates, is of the view that the Company has credible legal and factual grounds upon which to contest the claim.” The same notice carried the now familiar caution to the investing public to “exercise caution when dealing in the securities of the Company pending the resolution of the matter.”

    For a company whose shares were sold to the public on the strength of its position as one of the most profitable state corporations in Kenya, a pipeline operator moving the lifeblood of the economy from Mombasa to Nairobi, the timing could hardly be worse.

    A FIGHT THAT NEVER ENDED

    To understand why this latest claim landed with such force, it helps to go back to 2014, when KPC awarded Zakhem a contract worth approximately USD484.5 million for the procurement, construction, testing and commissioning of the Line 1 Replacement Project, the 450 kilometre pipeline carrying refined petroleum products between Mombasa and Nairobi under contract number SU/QT/032/13.

    The project, once completed, did not bring the dispute to a close. Zakhem filed suit in 2019, HCCC E322 of 2019, claiming it had not been paid sums due under the contract.

    In June 2020, the High Court entered a partial summary judgment in Zakhem’s favour for USD44,019,024.64. What followed was years of argument over how that decree should be satisfied, much of it tangled up with the Kenya Revenue Authority.

    According to a demand letter dated February 25, 2026 from Ahmednasir Abdullahi Advocates LLP, acting for Zakhem, KRA had issued agency notices against KPC’s accounts for tax arrears tied to the Zakhem payments, and KPC ultimately remitted a total of USD36,861,199.86 to KRA in two tranches, KSh3.099 billion in October 2020 and KSh915.3 million in January 2021. After deducting these remittances from the decretal sum, the letter calculates a residual balance of USD7,157,824.77 as at January 31, 2021.

    From that balance, Zakhem says it has so far recovered only part of what it is owed. In June 2025, the Lebanese contractor obtained a garnishee order absolute against KPC’s accounts at Equity Bank, extracting KSh485 million, equivalent to roughly USD3.75 million at the prevailing exchange rate.

    That left, by Zakhem’s calculation, a principal balance of USD3,406,434.43 still outstanding from the 2020 decree, on which interest at the court rate of 14 percent per annum had by the law firm’s reckoning ballooned to USD2,622,954.51 over five and a half years, bringing that single residual claim to USD6,029,388.94. The February letter gave KPC fourteen days to pay or face further legal action, and warned explicitly that “other claims that will be addressed to you at a later stage” were still coming.

    Four months later, they arrived. The USD84.1 million claim filed in June 2026 is that “later stage.” It is a new and separate action under a new case number, built around extension of time claims and a fresh interest calculation running on the broader contract, not merely the residual balance from the 2020 decree. Put simply, this is not Kenyan officialdom being blindsided by an old, forgotten file. It is the predictable next instalment of a dispute that Zakhem’s lawyers had been openly signalling for months, in writing, with deadlines attached.

    WHAT INVESTORS WERE ACTUALLY TOLD

    This is where the story gets complicated, and where the loudest voices on social media may be aiming their fire at the wrong target, or at least an incomplete one.

    Within hours of KPC’s cautionary announcement, the question that mattered most to retail investors began circulating on X.

    Mwango Capital, a widely followed markets commentary account, asked directly: “Why was this information not disclosed in the information memorandum that was prepared for the IPO?” Markets commentator Paras Shah amplified the point, arguing that the matter “should have been disclosed and certainly wild have been known as a potential claim,” and called on “the able team of transaction and legal advisors” to answer for it. Another user went further, naming Faida Investment Bank’s transaction team directly.

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    It is a fair question to ask. It is also, on the public record, not quite as simple as “this was hidden.”

    KPC’s Information Memorandum, dated 17 January 2026 and prepared under the stewardship of Faida Investment Bank Limited as Lead Transaction Advisor, with TripleOKLaw Advocates LLP and G&A Advocates LLP as joint legal advisers, was not the first time Kenyans had been told that KPC was carrying contingent liabilities tied to Zakhem.

    Months earlier, in October 2025, Parliament adopted Sessional Paper No. 2 of 2025, the policy document that formally approved KPC’s privatisation through an IPO.

    According to reporting at the time by the Business Daily and the Kenyan Wallstreet, that sessional paper explicitly flagged that pending lawsuits would consume Sh5.75 billion of the privatisation proceeds, and itemised among those liabilities “a garnishee order of Sh485 million in favour of M/s Zakhem International following contractual disputes.”

    The paper’s own policy resolutions stated that the Privatisation Commission was to ensure “all liabilities-debt and credit and risks affecting the valuation of KPC are comprehensively assessed, transparently disclosed, and factored into the transaction valuation before proceeding with the IPO.”

    In other words, the Zakhem name, the Sh485 million figure, and the existence of an active, contractually rooted dispute over the Line 1 project were sitting in a parliamentary policy document months before Faida’s transaction team and the legal advisers sat down to finalise the Information Memorandum, and that document was itself covered in the mainstream business press.

    What appears to be different, and what the IM critics have not yet been able to point to with documentary proof, is whether the January 2026 Information Memorandum’s risk factors and litigation sections carried forward that same level of specificity, naming Zakhem and quantifying the live exposure, including the open-ended threat contained in the February 2026 Ahmednasir Abdullahi demand letter that “other claims” would follow.

    That demand letter was dated five weeks before the IPO closed and roughly three weeks after the IM itself was dated, raising a narrower but sharper question: not whether KPC’s contingent liabilities were known to exist in general terms, but whether the live, escalating, lawyer-flagged threat of a fresh multi-million dollar claim, sitting in KPC’s and its advisers’ inboxes weeks before the offer closed, was carried into the disclosure documents with the specificity investors were entitled to expect.

    That is a question for Faida Investment Bank, as the bank that earned an estimated KSh1.06 billion success fee for shepherding this transaction, and for TripleOKLaw and G&A Advocates, who under Appendix IV of the Information Memorandum gave their written consent to the legal opinion included in the offer document and authorised its contents. Neither firm has yet issued a public response to the questions raised on social media, and KPC’s own announcement does not address the IPO disclosure question at all, confining itself to the new suit and the standard caution to shareholders.

    A COMPANY ALREADY UNDER SIEGE

    The Zakhem claim does not land on a quiet company. It lands on a state enterprise whose post-listing months have been turbulent by any measure.

    On April 2, 2026, barely three weeks after KPC’s shares began trading, the company’s substantive Managing Director, Joe Sang, was arrested alongside Petroleum Principal Secretary Mohamed Liban and Energy and Petroleum Regulatory Authority Director General Daniel Kiptoo over allegations tied to the importation of a substandard fuel consignment aboard the tanker MT Paloma.

    All three resigned within days, in what State House described as a response to “egregious misrepresentation” in the petroleum supply chain. Pius Mwendwa, KPC’s General Manager for Finance, was named acting Managing Director, with the board moving quickly to reassure shareholders that operations remained stable.

    It was, by multiple accounts, Sang’s second brush with the DCI. He had previously been charged, and later acquitted for lack of evidence, in connection with the Sh1.8 billion Kisumu Oil Jetty contract saga, a case that also implicated other senior KPC officials of that era.

    For a company barely out of the IPO gate, the optics are difficult to overstate. Within one financial quarter of listing, KPC has had to disclose the arrest and resignation of its chief executive over a fuel quality scandal, and now a near eleven billion shilling lawsuit from a contractor whose claims against the company stretch back over a decade. Retail investors who bought into the narrative of a stable, cash generative monopoly are entitled to ask whether the picture painted for them in January was the full one available at the time.

    WHAT THIS MEANS FOR THE MARKET

    The immediate market consequence is the one KPC itself has flagged: heightened uncertainty around the counter, and a formal caution to shareholders dealing in the stock.

    Beyond that, the Zakhem claim and its predecessors illustrate a pattern that ought to concern anyone underwriting Kenyan state enterprise valuations going forward.

    The interest component of the new claim, at over USD65 million against a principal claim of just over USD19 million, is the clearest illustration of what happens when contractual disputes with international counterparties are allowed to run for years through Kenya’s courts while the meter keeps running at 14 percent annually.

    The same dynamic is visible in the smaller, already-litigated USD6.03 million residual claim from the 2020 decree, where interest alone had grown to outstrip the underlying principal balance several times over.

    If KPC ultimately loses or settles even a portion of the new USD84.1 million claim, the financial hit will not fall on the Government of Kenya, which retained 35 percent of the company and pocketed the bulk of the roughly KSh106 billion raised in the IPO. It will fall on the balance sheet of a company in which 70,000 ordinary Kenyans, alongside institutional and diaspora investors, now hold a direct stake.

    For Faida Investment Bank and the joint legal advisers, the reputational stakes extend well beyond this single transaction. Kenya’s privatisation programme, of which the KPC IPO was the flagship and the first major test in nearly two decades, depends on investor confidence that the due diligence behind these offers is rigorous and that material risks are surfaced before, not after, the public is asked to buy in.

    A credible, documented answer to the question Mwango Capital and Paras Shah have posed, specifically, what the January 2026 Information Memorandum said about Zakhem and when the advisory team became aware of the February 2026 demand letter, is now squarely in the public interest.

    KPC has said it intends to defend the new suit vigorously and has briefed its advocates accordingly. The Commercial and Tax Division of the High Court will, in time, determine whether Zakhem’s USD84.1 million claim succeeds. But for the advisers who took home hundreds of millions of shillings in fees to bring KPC to market, and for the regulators who signed off on the offer documents, the more immediate reckoning may be the one playing out in public, where investors are asking, with increasing impatience, exactly what they were told, and what they were not.

    This newspaper has sought comment from Faida Investment Bank, TripleOKLaw Advocates and G&A Advocates LLP on the specific question of how the Zakhem litigation history and the February 2026 demand letter were treated in the Information Memorandum’s risk disclosures, and will publish their responses in full if and when they are received.

  • Treasury Hands Sh358M Brief to Eric Gumbo’s Firm While Bypassing Standard Rules — and the Lawyer Is Already Deep Inside Ruto’s State Machine

    Treasury Hands Sh358M Brief to Eric Gumbo’s Firm While Bypassing Standard Rules — and the Lawyer Is Already Deep Inside Ruto’s State Machine

    AT A GLANCE

    Arbitration forum: London Court of International Arbitration (LCIA)

    Claimant: Jamhuri Holdings Ltd, special purpose vehicle of Helios Investment Partners

    Amount at stake: Sh6.19 billion

    Law firm engaged: G&A Advocates LLP led by Eric Gumbo, MBS

    Contract value: Sh358 million

    Procurement route: Specially Permitted Procedure (SPP) — fast-track, no competitive bidding

    PPARB ruling: March 9, 2026 — upheld Treasury award over rival Okoth & Kiplagat (Sh380 million bid)

    Engagement date: January 4, 2026

    The National Treasury has quietly handed a Sh358 million international arbitration brief to G&A Advocates LLP, a law firm whose managing partner Eric Onyango Gumbo has over the past two years accumulated an extraordinary portfolio of politically charged state mandates — from arguing before the Senate to remove Deputy President Rigathi Gachagua, to advising on Kenya’s Sh106 billion Kenya Pipeline Company initial public offering, to serving as a board member at the Kenya Reinsurance Corporation, a state enterprise whose alternate director is drawn directly from the Treasury itself.

    The brief concerns a London Court of International Arbitration case filed by Helios Investment Partners through its special purpose vehicle, Jamhuri Holdings Limited, seeking to recover or obtain compensation on the Sh6.19 billion paid to it in 2022 for 60 per cent of Telkom Kenya’s shares under the administration of former President Uhuru Kenyatta — a deal that President William Ruto’s Cabinet subsequently rescinded in October 2022 amid governance controversy.

    “The procurement of legal services was necessitated by urgent international arbitration proceedings under the LCIA…due to the urgency of the matter and the risk of financial exposure for the Government of Kenya.” — PPARB ruling, March 9, 2026

    Treasury’s engagement of G&A was made under a Specially Permitted Procurement Procedure, a provision in Kenya’s procurement law designed for genuine emergencies where standard competitive processes are impractical. Treasury told the Public Procurement Administrative Review Board that its supply chain management unit was authorised to use that fast-track route to expedite the process and sign the contract quickly, citing strict procedural timelines at the London court and the risk of significant financial exposure.

    The Attorney General approved the engagement of an international barrister alongside two local firms. Leading the state’s defence team will be G&A’s own Eric Gumbo and his partners Ken Melly and Moses Kipkogei, supported by English barrister Michael Sullivan as external counsel based in England.

    THE PROCUREMENT BATTLE THAT REVEALED IT ALL

    Details of the arrangement came to light not through any government gazette or parliamentary notification, but through an unseemly public dispute between two rival law firms that both wanted the brief. Okoth and Kiplagat Advocates, which had tendered Sh380 million for the same work — Sh22 million more than G&A’s winning quote — challenged the award before the PPARB in February this year, alleging that Treasury’s evaluation of G&A’s bid was irregular.

    The PPARB rejected that challenge in a ruling dated March 9, 2026, clearing the way for G&A to proceed. But the dispute’s court documents laid bare previously undisclosed information: that Kenya has been under intense pressure to appear before the London tribunal, that the government’s Solicitor General had warned of the risk of financial exposure if legal representation was delayed, and that Treasury had in fact already engaged four top legal minds in January under the SPP before the procurement dispute was even formally resolved.

    Treasury’s own submissions to the PPARB described the situation in terms of urgency consistent with a crisis: the words ‘financial exposure’ appear repeatedly in the board’s ruling. Yet the government had known since March 2023, when Controller of Budget Margaret Nyakang’o publicly accused former Treasury Cabinet Secretary Ukur Yatani of pressuring her to sign off on the Sh6.19 billion withdrawal without parliamentary approval, that this dispute would almost certainly end in formal proceedings.

    For three years, Kenya’s investigative machinery was left stranded. Now Sh358 million of the same public money is being directed to a firm woven deep into the state’s political fabric.

    That is three full years during which the government sat on the knowledge that a legal confrontation with Helios was coming, and during which it did not use that time to organise a proper competitive tender for legal representation. By the time Treasury moved, it declared an emergency and used a shortcut that conveniently removed the need for open competition.

    WHO IS ERIC GUMBO, AND HOW CLOSE IS HE TO POWER?

    G&A Advocates LLP was founded in 2006 under the name Gumbo and Associates Advocates, originally operating out of Eldoret. It transitioned into a limited liability partnership in February 2017 and now maintains offices in both Nairobi and Eldoret, styling itself as ‘intentionally atop’ in its marketing. The firm has five practice arms: Dispute Resolution, Real Estate and Finance, Policy and Legislative Drafting, Corporate and Commercial, and Technology and Innovation.

    The firm is widely regarded as competent and internationally networked. It holds a recognition from the IFLR1000 guide to financial and corporate law firms, has signed an international partnership memorandum with South Korean firm Jipyong LLC, and has worked alongside global giants including White and Case on sovereign transactions. It is also co-ranked alongside heavyweights such as TrippleOKLaw and ENS Africa for finance and projects work in Kenya.

    But it is Eric Gumbo’s relationship with the current administration that raises the most pointed questions in the context of this particular procurement. Over a twenty-one-year legal career, Gumbo has appeared for Kenya’s elections management body in all three presidential election petitions filed before the Supreme Court of Kenya since the 2010 Constitution came into force — including in 2022, the election that brought President Ruto to power. He was on the winning side.

    In October 2024, when the National Assembly sought to impeach Deputy President Rigathi Gachagua in what political observers widely characterised as a Ruto administration-driven purge, it was Gumbo who appeared as the legislature’s counsel before the Senate. Alongside Senior Counsel James Orengo and a fourteen-strong team fielded by G&A, Gumbo argued strenuously and successfully that Gachagua should be removed.

    He also appeared before the High Court when Gachagua sought judicial intervention to block the implementation of the Senate vote, arguing against conservatory orders and in favour of the swearing-in of Kithure Kindiki as the new Deputy President. Gachagua was removed. Kindiki took office.

    Weeks later, Gumbo’s firm was appointed co-legal adviser alongside TripleOKLaw (a firm that has been adversely linked to AG Dorcas Oduor) for the Kenya Pipeline Company’s landmark initial public offering, the first IPO in Kenya in over a decade and the centrepiece of the Ruto government’s privatisation agenda. The legal advisory fee for that transaction was set at Sh31.9 million, shared between the two firms.

    Eric Gumbo (extreme left) recently hosted government officials including Attorney General Dorcas Oduor, Treasury PS Chris Kiptoo, PS Ouma Oluga for a Huduma Mashinani event at Lwak Girls Secondary School in Rarieda.
    Eric Gumbo (extreme left) recently hosted government officials including Attorney General Dorcas Oduor, Treasury PS Chris Kiptoo, PS Ouma Oluga for a Huduma Mashinani event at Lwak Girls Secondary School in Rarieda.

    At the same time, Gumbo sits as a board member of the Kenya Reinsurance Corporation, a state-owned listed insurer whose board structure includes an alternate director nominated directly by the Cabinet Secretary for the National Treasury — the very ministry now writing G&A a Sh358 million cheque. Gumbo joined the Kenya Re board in June 2019, making his tenure there longer than his more recent political engagements, but the cumulative interlocking of relationships is notable.

    The President also appointed Gumbo to the panel tasked with recruiting the Auditor General, a constitutional position responsible for oversight of public spending including Treasury’s own expenditures.

    A SCANDAL THAT NEVER DIED

    The Telkom Kenya share buyback is among the most troubled state transactions of recent memory. In 2022, the Kenyatta administration’s Treasury paid Sh6.19 billion to purchase a 60 per cent stake in Telkom Kenya from Helios Investment Partners through Jamhuri Holdings, effectively reversing the earlier privatisation of the telecoms firm. The payment was made without parliamentary approval, with Yatani invoking Article 223 of the Constitution, which allows emergency spending without legislative sanction.

    Nyakang’o subsequently told Parliament she had been pressured to sign off on the withdrawal from the Consolidated Fund. The Auditor General and the Finance and Economic Planning Committee of the National Assembly later declared that no adequate justification had been provided for invoking the emergency provision. The public auditor noted there was no reason the payment could not have gone through the normal budget process.

    Investigators from the Office of the Auditor General and the Financial Reporting Centre attempted to trace the money. It passed through Mauritius into Jersey Island, where Helios’s parent entity is registered, and then went cold. Requests to visit Jamhuri Holdings’ registered offices were either declined or went without response.

    The Ruto Cabinet formally rescinded the transaction in 2023 and Parliament declared the expenditure irregular. Neither action had any practical effect, since the money had already left the country. The National Assembly at the time summoned former Treasury CS Yatani, former ICT CS Joe Mucheru and State House Chief of Staff Josphat Kinyua to explain the deal.

    MPs renewed their frustration last November, demanding a special audit of the transaction while complaining publicly about the slow pace of investigations. Now Helios, unmoved by Nairobi’s political declarations, has pressed its arbitration claim before the London Court of International Arbitration, and Kenya needs lawyers badly enough to spend Sh358 million on the task.

    THE GHOST OF THE NAKURU ORDER

    The timing of the G&A engagement is additionally awkward given a separate legal controversy that erupted in January 2026. On January 12, days after Treasury had already awarded G&A its brief under the SPP, the High Court sitting in Nakuru issued conservatory orders — in Petition E001 of 2026, filed by activist Okiya Omtatah Okoiti and others — suspending public entities from engaging or paying private advocates where in-house government lawyers already exist.

    The orders were issued by Justice Samuel Mukira and applied to entities that already have the Attorney General, state counsel, the Solicitor General, county attorneys and other in-house legal officers available to them. The Central Organisation of Trade Unions publicly welcomed the orders, arguing that billions of shillings were being paid to private law firms through what it termed outrageous fee notes, even as public workers suffered delayed salaries and stalled collective bargaining agreements.

    The Law Society of Kenya mounted fierce resistance, calling the orders a nefarious scheme aimed at crippling the legal profession and vowing radical surgery on the Judiciary if the orders were not reversed. LSK President Faith Odhiambo noted that both the Office of the Attorney General Act and the Office of the County Attorney Act expressly provide for the retention of external counsel as may be necessary for specialised matters.

    Treasury justified the G&A contract on precisely that grounds — that the matter was an urgent international arbitration before a specialist London tribunal requiring expertise that the Attorney General’s office could not readily supply. The PPARB’s ruling accepted this logic. But the broader environment in which Sh358 million is being paid to a firm embedded in the ruling establishment’s political networks, while the courts and civil society are simultaneously debating whether such payments are a vector for corruption, is one that demands scrutiny.

    A EUROBOND, A PIPELINE AND A PATTERN

    The G&A Advocates brief on the Telkom LCIA case is not a one-off. In recent months the firm has been at the centre of Kenya’s most consequential sovereign financial transactions. When Kenya undertook a liability management operation in early 2025, exchanging part of its 2028 Eurobond for new longer-dated instruments, G&A was co-counsel to the National Treasury alongside an international firm. The Eurobond transaction, Gumbo later noted in a LinkedIn post, extended Kenya’s sovereign debt maturity profile in line with the country’s medium-term debt strategy and achieved competitive terms that reflected strong investor confidence.

    The KPC IPO, in which G&A was co-legal adviser alongside TripleOKLaw, was the biggest equity capital markets transaction Kenya had seen since the Safaricom IPO in 2008. It was also the first electronic IPO in the country’s history and was oversubscribed by 105.7 per cent when it closed in February 2026, with shares listed on the Nairobi Securities Exchange on March 9.

    In 2024 the firm signed a formal international partnership agreement with Jipyong LLC, a South Korean law firm with operations in seven countries across Asia, positioning G&A as the preferred entry point into African markets for Korean corporate and investment clients.

    Across all of this, the same names appear at the centre of the Telkom brief. Ken Melly, who will work alongside Gumbo in the LCIA proceedings, is the head of G&A’s Dispute Resolution practice and holds the designation of Fellow of the Chartered Institute of Arbitrators. Moses Kipkogei, also named in the LCIA team, leads G&A’s Policy, Legal Compliance and Legislative Drafting practice and appeared alongside Gumbo in the Gachagua impeachment matter.

    WHAT IS KENYA ACTUALLY DEFENDING?

    The substantive details of the LCIA arbitration remain private under the rules of the London court. Helios has not commented publicly on the proceedings. But the government’s own PPARB submissions describe the legal challenge in terms that suggest Kenya is defending the legitimacy of Ruto’s Cabinet decision to rescind a transaction that had already been completed and paid for by his predecessor.

    Helios and Jamhuri Holdings can credibly argue that they entered into a lawful contract with the Government of Kenya, received payment, and have since been subjected to a unilateral reversal driven by political considerations rather than legal defect. The auditors’ finding that the original payment was irregular speaks to governance failings within the Kenyatta administration, not to the contractual rights of Helios as a commercial counterparty.

    Whether the government can successfully defend a position that amounts to repudiating a completed commercial transaction, and on what grounds, is the core legal question before the London tribunal. If it cannot, the damages Kenya faces could substantially exceed the Sh6.19 billion originally paid — and would join a growing ledger of international arbitration losses that have cost the Kenyan taxpayer billions over the past decade.