What we do

We consider ourselves a leading law firm in the restructuring of state-owned enterprises. We have been involved in restructuring of State Owned Entities since 1997. To date, Ledwaba Mazwai has been involved in the privatisation/restructuring of industries covering the hospitality, forestry, aviation and asset management.

We consider ourselves, with the greatest of pride, the pioneers in structuring and advising on Economic Development achievements for Government and public sector institutions. Very early from the time of our involvement in work involving Government/public sector procurement projects, we became interested in the involvement of historically disadvantaged people in the projects and the advancement of the government’s empowerment initiatives. This is of course is a natural consequence, given who we are and where we come from. Our involvement in this regard has led to us developing the templates for structuring empowerment initiatives which culminated in a market accepted B-BBEE template. After the introduction of the dti’s B-BBEE Codes, we developed our templates to encompass the B-BBEE elements (as informed by the B-BBEE Codes) together with skills development and local content. This we later coined “Economic Development”, a term that can today be found in a number of Government infrastructure development initiatives.

We have successfully advised on the structuring of Economic Development in procurement initiatives, negotiating and have them as part of the contractual commitments of private sector parties participating in government procurement initiatives. We are proud of our intervention in developing the advancement of B-BBEE initiatives in government procurement initiatives contributing to empowerment of the historically disadvantaged.

Our commercial and corporate practice department is currently the biggest practice within the firm, providing regular services to commercial, corporate, Government and public sector institutions. The service provided by this department largely comprises the drafting, commenting on and negotiation of various types of agreements, advice on the structuring of commercial and restructuring transactions, formation and registration of companies and trusts, corporate governance related issues as well as conducts company and trademark searches. Our commercial department currently provides such services to a wide spectrum of clients in both private and public sector.

Our commercial department has extensive experience in advising on transactions involving the sale and acquisitions of business and shares (whether all the shares in issue or some of the shares in issue) and advising prospective sellers and prospective purchasers in such transactions. The nature of the advisory work includes the undertaking of legal due diligence investigations and reporting thereon, preparing data room for prospective buyers, assisting with procurement process for parties tendering to buy the business or the shares, preparing the sale agreements and ancillary agreements for the relevant transaction and negotiating such agreements. We have advised prospective purchasers of businesses in various sectors such as mining, publishing, advertising, health, pharmaceutical, IT and construction.

Ledwaba Mazwai has provided legal services, jointly with other local and international law firms to South African Airways SOC Limited (“SAA”) in its acquisition of a new fleet of Airbus aircraft, which entailed, advising on, and negotiating the structuring of the acquisition of aircraft for SAA and related agreements (including the financing aspects). Through our involvement in this transaction we have gained the relevant exposure, expertise and experience related to aircraft purchase and financing, and the related aviation law issues.

We are familiar with the International Civil Aviation Organization (“ICAO”), its objectives and vision, such as to enhance global civil aviation safety, to enhance civil aviation security, to minimize the effects of global civil aviation on the environment to enhance efficiency of aviation operators and to strengthen law governing international civil aviation. We are also aware of the South African Civil Aviation Authority (“SACAA”) and its rules and regulations.

Our firm has also acted as an advisor to the Airports Company South Africa SOC Limited (“ACSA”), in the development of the Dube TradePort Project, which entailed the establishment of a multi-modal Dube TradePort export platform comprising of an international passenger and freight airport; a trade zone (including a cargo terminal being a commercial development orientated to attract freight users, value added logistics activities, and to grow cargo volumes and related activities) and an agri zone and its platform; and an associated support zone being a property development, intended to support the broader objectives of the Dube TradePort. Our involvement in the Dube Trade Port included drafting of transaction agreements, assisting with procurement process and review of financing arrangements.

We have also advised ACSA on land and other regulatory matters relating the development of a masterplan for the expansion of the OR Tambo International Airport.

Following on the commercial department, our litigation department is the second biggest department in the firm. We are involved in litigation on commercial agreements, administrative and constitutional law related matters, pensions and medical aid related matters, motor vehicle accidents and general civil claims. We are selective on the type of matters that are handled through this department – we focus on providing services to corporate and institutional clients, with the ultimate aim of developing highly specialised skills on the part of our professional staff.

We provide legal services through this department to state-owned enterprises, government departments and various private sector clients. We have gained experience and orientation with regard to the general workings and legal liability of matters related to labour and human resources issues. This is an area in which we have extensive expertise to offer. We also regularly:

• provide legal opinions and advice on labour law issues, regulatory and legislative environment;
• assist clients with the preparation of notice of disciplinary enquiries and charges to be preferred;
• assist clients with prosecuting charges brought against employees;
• provide assistance with chairing disciplinary enquiries;
• assist clients with representations in arbitrations before the Commission for Conciliation, Mediation and Arbitration (“CCMA”), and all proceedings before the Labour Court; and
• on request, we provide workshops/training for employees on labour and employment law issues.

We regularly provide legal assistance to clients on various types of regulatory work. These include:

• assisting with development and drafting of legislation and regulations for specific sector groups, such as energy, sports and transport legislation;
• reviewing and advising on the impact of legislation on projects intended to be implemented by government including the need for change in legislation;
• advising township establishment tribunals with adjudication of township establishment applications that are brought before the tribunal;
• assisting local municipalities with regard to enforcing compliance with zoning requirements, on the part of residents and business communities;
• assisting municipalities and other private sector clients with regard to the regulatory issues pertaining to township establishment, municipal law issues in relation property developments and appearance at hearings before the Townships Board;
• advising interested parties on regulations that are being developed by competent authorities where such regulations affect their business activities. Our involvement has entailed the review of draft legislation and regulations, preparing comments thereon for submission to the relevant authority and making presentations at the relevant authority (including Parliament) on draft legislation and regulations focusing on the impact of the client and the industry as a whole;
• assisting competent authorities with regard to enforcement of their regulations against transgressors;
• reviewing and advising departments and public entities on the application and impact of the Public Finance Management Act, 1 of 1999 (“PFMA”) including Treasury Regulations, and conducting workshops thereon;
• and advising, on competitive bidding processes, and reviewing regulatory framework for various restructuring transactions and other projects that we are involved in;
• and generally providing advice and opinions on compliance with other regulatory and license requirements, to both public and private sector clients.

We are in the process of developing our property department, to be focused on commercial property and other development projects. To date our firm has been involved in housing development projects and registration servitudes for state-owned companies.

In addition to the involvement in township establishment issues, our property department is currently involved in the registration of transfer of title in immovable property and of mortgage bonds.

Apart from our involvement in litigation in the areas of constitutional and administrative law, we also provide regular advice to clients on matters related to constitutional and administrative law particularly in relation to restructuring transactions and procurement in major projects. Our firm has provided, and continues to provide regular advice to a number of state-owned enterprises and Government departments in matters of constitutional and administrative law nature.

We have had involvement in competition law matters, relating to the referral of complaints for vertical and horizontal restrictive practices with regard to managing contractual risks, and filing of various merger notifications in terms of the Competition Act. We occasionally advise on competition law issues on commercial transactions which merit consideration of competition issues, or which would be notifiable for merger purposes.

In our various practice areas, we are regularly involved in insurance-related law and transactions, which include litigation over insurance claims and disputes. Jointly with specialist insurance advisers, we advise on insurance cover aspects and role in transactions that we are involved in with regard to managing project and contractual risks.

We have had meaningful exposure in transactions involving financial structuring. These include project finance, structured finance and corporate finance. This exposure is derived largely from the PPP and IPP projects;

• major acquisition transactions such as the Airbus aircraft fleet acquisition by South African Airways SOC Limited;
• other infrastructure projects, such as the establishment of an aluminium smelter at Coega Industrial Development Zone on a project finance basis, and other projects that we become involved in from time to time.

We have also had the opportunity to advise a number of our clients, including the Industrial Development Corporation SOC Limited (“IDC”) and Public Investment Corporation SOC Limited (“PIC”) on various lending transactions, where we were acting for the lender. We enjoy this aspect of commercial law and would welcome any opportunity to be involved in transactions involving financial structuring.

The primary experience we have had in mining and mineral law has been in relation to:

• the review and negotiation of coal mining related agreements,
• advising an empowerment consortium in acquiring equity in a mining company, and
• on-going legal services and advice to private sector clients in respect of various mineral and mining transactions. We would welcome any opportunity to provide further legal services and grow in this area of law.

The principal exposure we have had to tax law has been in:

• multi-disciplinary advisory teams where financial and tax consultants would propose one or more tax structures on which we would express a view on their soundness, and prepare or review the agreements delivering the preferred structure;
• tax policy to change the taxation regime for PPPs;
• acting for the South African Revenue Service (SARS) on various tax matters, investigations relating to tax evasion schemes and enquiries in terms of the Tax Administration Act, 2011

We would welcome any opportunity to provide legal services in this area of law and expand our current involvement.

Through our involvement in PPP and IPP transactions, our firm has become exposed to infrastructure development work. The major ones, being the:

• Gautrain Rapid Rail Link Project (“Gautrain”),
• The accommodation project for the Department of Trade and Industry;
• Blue IQ Supplier Park project The Coega aluminium smelter project; and
• More recently the new energy generation capacity through the IPP programmes.

In addition, Ledwaba Mazwai has been involved in advising in the implementation of the major infrastructure projects after the agreements have been concluded including in relation to dispute resolutions involving major and complex arbitrations. We are confident that we can provide good legal services related to infrastructure development projects and disputes bearing on our experience in establishing, procurement, negotiations, implementation and dispute resolutions involving major infrastructure projects.