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Consumer Protection, Competition & Antitrust Practice

CM Advocates LLP - Uganda > Practice Areas > Consumer Protection, Competition & Antitrust Practice

Although Uganda does not have a comprehensive policy and legal regime on consumer protection and competition yet, entities like UCC and the Bank of Uganda have come up with Consumer Protection Guidelines. These laws are buttressed by various pieces of legislation as well as common law tort of product liability relating to negligence.

As Uganda is in the final stages of enacting a competition law and rules on consumer protection, and antitrust keep, companies face new challenges and risks. Non-compliance attracts serious consequences like financial penalties, criminal liability, litigation, difficulty-closing deals, and reputational damage. We have a deep understanding of the interplay between law, economics and our clients’ commercial strategies, and are there to provide practical and strategic advice so that our clients can achieve their commercial objectives whilst ensuring compliance with consumer protection. We assist our clients with risk-based, practical strategies to help meet their commercial objectives, safeguard their commercial interests and, in some cases, challenge the anti-competitive behaviour of others.

CM Advocates Consumer Protection, Competition and Antitrust Practice team has a successful record in resolving complex and ground breaking competition issues – from merger control and other regulatory investigations to enforcement actions and private litigation and appeals.

Our team covers the full range of consumer protection, competition and antitrust issues including authorizations and notifications, merger control, cartels and other anti-competitive conduct or agreements, abuse of dominance/market power, market/sector investigations, unconscionable conduct competition, judicial reviews and appeals, public procurement and trade law. We advise clients across the spectrum, from industry incumbents to new market entrants.

Our practice covers the following areas:

  • advisory and compliance
  • market conduct counseling
  • mergers and joint ventures counselling
  • market/sector investigations

1. Advisory and Compliance

Our team advises a diverse client base that includes large listed companies and privately held companies on diverse consumer protection issues as well as competition and antitrust issues. We regularly advise board members and senior management on strategic business and policy issues as well as providing competition law, consumer law and regulatory advice to legal teams on transactions.

We have practical experience dealing with issues affecting manufacturing concerns, trade associations, telecommunication and media companies as well as utilities companies.

Our work includes offering compliance advisory on matters related to unconscionable conduct matters, consumer protection requirements, distribution arrangements, licensing agreements, agency business reviews, merger analysis, litigation risk assessment as well as interface between intellectual property, competition and antitrust laws.

2. Market Conduct Counseling

Besides mergers, competition and antitrust laws also regulate the ordinary-course; day-to-day operations of all legitimate businesses, covering, inter alia, distribution, pricing, information exchanges, and trade association activities. In this regard, businesses need to know the “do’s and don’ts” in their engagement or joint activities with competitors. These also need to watch out for unilateral business decisions that may infringe on the competition and antitrust laws. Our team regularly advises businesses on all aspects of competition and antitrust compliance including:

  • Offering legal opinions on consumer protection, competition and antitrust laws compliance matters;
  • Creating antitrust compliance programs for businesses, including competition and antitrust laws training for employees, especially those in sales and trading preparation or review of competition policy;
  • Trade-association membership and activities;
  • Intellectual property settlements and disputes, including licensing agreements;
  • Distribution questions;
  • Exchange of information amongst undertakings;
  • Exclusive dealing or territories;
  • Tying arrangements;
  • Loyalty discounts and other discount models;
  • Resale Price Maintenance (“RPM”);
  • Joint buying and selling

Antitrust law affects both large and small companies, and it is important to obtain accurate competition and antitrust counseling to protect your business.

Many interactions with competitors (even innocent ones) have the potential to be mischaracterized as possible antitrust violations. For example, merely following “accepted industry standards,” or engaging in trade association activities, are two areas that can—and have—created problems for businesses of all sizes, unless they followed antitrust safeguards.

Even unilateral actions (like some individual pricing decisions, including price discrimination, individual “Resale Price Maintenance” programs, or individual discounting claims) can expose a company to liability from antitrust agencies or private plaintiffs.

We offer counseling and guidance to help our clients navigate antitrust icebergs that could affect their business. We regularly develop antitrust compliance programs for companies, joint ventures (including joint buying and marketing ventures), and trade associations.

3. Merger and Joint Venture Counseling and Filings

Our main practice in merger counseling involves individuals and companies that simply make passive equity investments or exercise options in other companies in Uganda or regionally.

Such Merger and Acquisition filings are normally based on the combined holdings that a buyer will have in the target after the proposed transaction. This includes what is about to be purchased, combined with all existing holdings in the same target company. Invariably, the existing holdings are measured not only by the existing shareholding of a specific buyer, but by the collective holdings of the entire control group to which the buyer belongs.

We recommend that companies and executives involved in investments establish a competition/antitrust compliance policy for purposes of ensuring compliance

The second area of our merger and joint venture advisory and counselling involve collaboration or joint venture between undertakings. Increasingly, in the modern competitive environment, more companies collaborate with others, including, sometimes, their competitors, in an effort to become more efficient and reduce costs. The ultimate form of collaboration is a full-scale merger. Nevertheless, many companies choose limited collaborations in the form of joint ventures. Both activities are legal but might also trigger competition and antitrust issues.

The competition and antitrust laws questions in mergers or joint ventures are whether the collaborations will create or enhance market power, affect prices, reduce output, or lower innovation. Merely the sharing of sensitive information at the wrong time could create competition and antitrust problems. Our lawyers have experience with hundreds of mergers ranging from small local mergers to regional or global transactions and always strive to give each matters the proper level of analysis and attention and guide and advise the client as appropriate.

Depending on its complexity, a merger or joint venture review could have few or many components, including:

  • advising on information-sharing limits in due diligence;
  • where necessary, conducting investigations into the target’s competition and antitrust problems that may be revealed in due diligence;
  • analyzing the competitive effect of the proposed merger or joint venture;
  • devising, where necessary, possible remedies including structural (divestitures) and behavioral (consent agreements) to ensure clearance (or, to avoid later competition and antitrust problems if no clearance is required);
  • considering the transaction’s vertical as well as horizontal impacts;
  • designing transition and integration-planning activities.

4. Market/Sector Investigations and Competition Litigation

Our team has wide experience dealing with contentious matters such as investigations, enforcement proceedings and litigation by authorities including Uganda Bureau of Standards, competition litigation and appeals before the High Court and Competition Appeal Tribunal as well as alternative dispute resolution and judicial review proceedings. Our experience includes helping clients negotiate for settlement under the Competition Authority’s leniency program, representing parties in civil damages proceedings as well as in criminal investigations under the Competition Act as well as other product liability and consumer protection legislation.