Corporate & transaction legal
Six disciplines, one structure. Every engagement is defined by the applicable jurisdictional layer — US (FinCEN/OFAC), South African (SARB/FSCA) or Zimbabwean (ZIDA/RBZ) — and governed accordingly.
General information only, not legal advice. Engage qualified counsel in the relevant jurisdiction before taking any action.
- I
Entity formation
USARSAZWEIncorporation and registration of the correct vehicle across all three tiers of the Sable Bridge ownership chain — Delaware LLC/LP, South African (Pty) Ltd, and Zimbabwean (Pvt) Ltd.
Scope includes
- Delaware LLC and LP formation (Dark Pools LLC tier)
- South African (Pty) Ltd registration — CIPC
- Zimbabwean (Pvt) Ltd registration — ZIDA and Companies Act
- Registered-agent and statutory-seat maintenance
- Operating agreements, shareholders agreements and constitutional documents
- II
SPV & fund structuring
USARSADesign and documentation of special-purpose vehicles and fund structures for Sable Bridge's Africa Opportunities Fund and co-investment vehicles.
Scope includes
- Delaware LP (proposed Sable Bridge Africa Opportunities Fund I)
- Cayman Islands feeder for non-US LPs
- Co-investment SPV formation and governance
- GP / LP split structuring and waterfall modelling
- AIFMD, SEC Reg D and private placement compliance review
- III
LPA & subscription documents
USADrafting and negotiation of limited partnership agreements, subscription documents, side letters and investor-facing disclosure packages.
Scope includes
- Limited Partnership Agreement — European-style waterfall, 100% GP catch-up
- Subscription agreements and investor questionnaires
- Private Placement Memoranda (PPM)
- Side letters — most-favoured-nation, reporting, co-investment rights
- Management fee and carried-interest schedules
- IV
Treaty & cross-border structuring
USARSAZWEStructuring advice that leverages treaty networks and exchange-control frameworks to move capital from US and South African vehicles into Zimbabwean deals — and returns back out.
Scope includes
- US–RSA and RSA–ZWE bilateral investment treaty analysis
- SARB-approved capital flow structuring (Section 6 dispensation)
- RBZ exchange-control compliance — inward investment certificates
- Transfer-pricing and thin-capitalisation review
- Withholding-tax optimisation across three tiers
- V
Concession & licence transactions
ZWELegal wrapping for mineral concessions, wildlife concessions and energy licences — the primary asset class for Sable Bridge's Zimbabwean deal pipeline.
Scope includes
- Mining concession agreements — MMCZ and Mines and Minerals Act
- Safari area and hunting concession leases — ZPWMA
- Energy and petroleum licence documentation — ZERA/NOIC
- Ministry of Mines and ministry-liaison documentation
- Environmental and social governance (ESG) disclosure schedules
- VI
Transaction legal & closings
USARSAZWEFull transaction-side legal support from term sheet through to closing — covering due diligence, negotiation, execution and post-closing obligations across all three jurisdictions.
Scope includes
- Term sheet and letter of intent drafting
- Due-diligence management — legal, regulatory, title
- Share purchase and asset purchase agreements
- Conditions precedent — ministry approvals, ZIDA, SARB, FinCEN
- Closing mechanics, escrow and post-closing covenants
Ready to scope a matter?
Submit an engagement request and we will respond with a proposed scope of work within two business days.