Firm profile submitted by Benoit Chambers
Number of partners: 2
Number of other lawyers: 8
Languages: English, French
With ten full-time lawyers, Benoit Chambers enjoys a strong reputation in the business community for its commercial practice, particularly in respect of corporate law matters. The practice offers legal services to a large pool of local and foreign clients, mostly corporate, with its expertise enabling it to advise in respect of an increasingly large number of complex transactions. Members of the practice are involved in many of the largest and most significant cases and transactions occurring in Mauritius each year. Some members of the practice have been lecturing in their respective specialist areas for a number of years and have contributed in the drafting of laws in those areas.
Benoit Chambers provides advocacy, particularly in relation to disputes of a commercial nature and members of the practice appear before every jurisdiction in Mauritius as well as the Judicial Committee of the Privy Council in London. They are also active in the arbitration of commercial matters. Whilst concentrating on company law and financial services, the practice has also developed a valuable pool of knowledge to deal with complex issues of taxation, intellectual property or employment law.
Legal publications which recommend Benoit Chambers include Chambers and Partners, Martindale-Hubbell and IFLR1000.
Mergers & Acquisitions
Litigation, Arbitration & ADR
Banking, Finance & Insurance
Main Areas of Practice
The practice deals with all aspects of company law from incorporation to dissolution, including mergers and acquisitions, directors’ duties and shareholders’ rights. Members have acquired substantial expertise in structuring domestic and cross-border investments and transactions. The team recently advised General Electric on the Mauritius law aspects of its multi-jurisdictional group restructuring.
Benoit Chambers has a strong practice in project finance and has been involved in some of the biggest projects in Mauritius. Highlight deals include advising a subsidiary of Lux Resorts and Hotels on a EUR 40 million sale and leaseback of the Tamassa Resort and Spa to Mara Delta Properties Holdings Limited. The team also advised Beau Plan Campus Ltd (a joint venture between Terragri Ltd, Africa Leadership University and a South African investor) on structuring a USD 18 million transaction for the purpose of setting up a university campus in Mauritius known as African Leadership College. Benoit Chambers also advised Mon Tresor Smart City Ltd which is the promoter of the first project being developed under the draft legislation adopted by the National Assembly in 2015 to establish smart city schemes. The practice advised Mon Tresor Smart City Ltd on the setting up of an appropriate structure and drafted the joint venture agreement between Mon Tresor Smart City Ltd and Eris Property Group, the development agreement in relation to the development framework of the project, and a shareholders’ agreement in relation to the SPV holding the Smart City Developer Licence.
This is another area where the expertise of the practice is recognised. Clients, whom the practice regularly advises, include the Bank of Mauritius and the Financial Services Commission, the regulators of the whole spectrum of financial services in Mauritius. In highlight deals, the team has advised the private equity firm, Kedaara Capital Advisors Ltd, which expects to raise approximately USD 600-650 million for its second fund, three-and-a-half years after its maiden fund with a corpus of USD 540 million.
Mergers & Acquisitions:
Members of the practice regularly advise on the largest corporate transactions in Mauritius each year. The team recently advised China National Nuclear Corporation on its acquisition of a 24% stake in Langer Heinrich Mauritius Limited, the sole shareholder of the Langer Heinrich uranium mine in Namibia. This deal is particularly interesting for Benoit Chambers as it is the first time that the firm advised a Chinese state-owned company, especially on an investment in the only uranium mine in Africa. The team also advised Total Outre Mer S.A (based in France) on its 100% acquisition of Gulf Africa Petroleum Corporation, a Mauritius company having subsidiaries in Kenya, Tanzania and Uganda. Our scope of work included conducting a legal due diligence and advising on regulatory issues, reviewing the share purchase agreement and assisting with completion.
This is a substantial component of the practice. Members have advised in high-profile local and cross-border insolvencies and receiverships, including those of banks and insurance companies. Members have the expertise to deal with complex ancillary issues, like taxation, employment law, fraud, tracing and devising urgent measures to manage systemic risks which result from the insolvency of a major company such as a national bank or insurance company. The team was involved in the administration and subsequently the liquidation of Barus Construction Company Limited, a leading construction company in Mauritius with assets estimated at MUR 78 million. The team assisted in the recovery exercise in order to manage, secure and maximise the value of the company’s assets.
Litigation, Arbitration & ADR:
The practice is well regarded and has a strong record in all aspects of corporate and transactional dispute resolution. The litigation team is led by Rishi Pursem, a former Assistant Solicitor General at the Attorney General’s Office who also acted in the following capacities: Solicitor General, Director of Public Prosecutions and Parliamentary Counsel. Members regularly advise on and litigate major domestic matters, as well as complex disputes involving conflicts of laws, disputes arising out of corporate acquisitions, shareholder and minority/unfair prejudice issues, taxation, intellectual property law, employment law and occasionally public law. The team successfully appeared for Betamax Ltd in a shipping dispute before the Singapore International Arbitration Centre and obtained an award of c. USD 115 million in damages. The team also successfully represented United Docks Limited before the Judicial Committee of the Privy Council in a dispute concerning the interpretation of a compulsory share transfer clause in a shareholders’ agreement. Further, the team currently appears for the IREO investment funds in a series of about 15 ongoing cases entered within the last year before the Bankruptcy Division of the Supreme Court of Mauritius and the Court of Civil Appeal, through which cases different classes of shareholders seek to control the funds. The important issues of law which the Mauritius courts are called to determine relate to overlapping provisions of the Companies Act and the Insolvency Act as regards limited life companies.
Intellectual Property, IT & Competition:
The practice is thoroughly experienced in the area of intellectual property rights, information technology as well as competition law. The team recently advised Mara Delta Properties Holdings Limited with respect to COMESA competition law issues in connection with the sale and leaseback of the Tamassa Resort and Spa. The assignment involved liaising with the COMESA Competition Commission and providing sufficient grounds to the effect that the proposed transaction did not require a ‘merger notification’ under the COMESA Competition Regulations. The team also advised FIFA on the grant of media rights to a company incorporated under Mauritius laws, for the transmission of the 21st edition of the FIFA World Cup football tournament in the African region.
Banking, Finance & Insurance:
The practice regularly deals with issues relating to commercial transactions (including traditional loan financing, leveraged and acquisition financing, property financing) and financial transactions (finance leases and all sorts of financing negotiations and contracts). Recent deals include advising companies incorporated in Mauritius and forming part of the Kuoni Group (based in Switzerland) on their accession as guarantors to a USD 3 billion facility agreement that was executed by and between companies within the Kuoni Group (the borrowers) and Citibank (London branch), JP Morgan Europe Limited, JP Morgan Securities plc, Barclays Bank PLC and Deutsche Bank AG, London Branch. The team also advised CAP IV AIV Mauritius Limited in its joinder to an existing umbrella financing agreement for USD 700 million between several borrowers forming part of The Carlyle Group and several lenders including Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A. Further, members of Benoit Chambers recently advised Barclays Bank (Mauritius) Ltd and Omnicane Limited as arranger and issuer respectively in respect of a MUR 3 billion multicurrency medium term secured and unsecured notes programme. The deal was innovative as the contractual documentation allowed Omnicane to issue the notes in one or several tranches or series and for the issue and transfer of listed and unlisted notes.