Chad Larson, co-founder and major shareholder of M-KOPA, has formally petitioned the Capital Markets Authority (CMA) to intervene in a share buyback process that he describes as unfair and manipulated, targeting Kenyan employees of the pay-as-you-go solar energy company.
In a letter addressed to CMA Chief Executive Officer Wyckliffe Shamiah on November 6, 2025, Larson raised concerns about actions taken by the M-KOPA Board of Directors, the involvement of major shareholder Sumitomo Corporation, and advisory firm Eden Global Partners in arranging a buyback of shares held by employees under the Employee Stock Option Plan.
Larson contends that the valuation used to determine the buyback price was artificially suppressed, offering employees a price far below the fair market value, while benefitting Sumitomo Corporation and Eden Global Partners.
The complaint identifies breaches of corporate governance and legal principles, noting a conflict of interest in the decision-making process.
Larson indicates that Sumitomo Corporation, through its board representative, Mr Eisuke Takenaka, was involved in approving a transaction from which it stood to gain materially, contrary to the Code of Corporate Governance for Issuers of Securities to the Public, 2015.
“The valuation presented to employee shareholders reflected a nearly 95 percent discount to the actual market value, depriving them of proper compensation for shares earned through years of service and fully vested stock options. Fees earned by Eden Global Partners for facilitating the transaction further reduced the proceeds available to local shareholders,” he wrote in the letter.
Larson has also raised concerns about restrictions imposed on shareholder communication.
“The sale agreement explicitly forbids employees from discussing the buyback among themselves, which isolates shareholders and limits their ability to obtain independent legal advice or assess the fairness of the transaction. This restriction undermines transparency and informed participation, while minor shareholders, defined as those holding fewer than 500 shares, were denied access to meetings, notices, and minutes. Larger shareholders, such as Sumitomo Corporation, retained full participation rights, creating an imbalance that disadvantages local shareholders,” he notes in the letter.
In the formal petition, Larson has requested immediate intervention by CMA to protect the rights of Kenyan employee shareholders.
He has called for a thorough review of the share valuation process, examination of the involvement of board members with conflicts of interest, and an independent revaluation by a CMA-approved third-party valuer.
He has also urged CMA to suspend the ongoing buyback until the investigation is complete and to review the legality of restrictions on shareholder communication and participation rights.
Larson warns that the continuation of the current process could undermine investor confidence in Kenya and compromise the reputation of M-KOPA as a Kenyan-founded innovation leader.
Larson, who holds an MBA with distinction from Oxford University and is a Chartered Financial Analyst (CFA), played a key role in M-KOPA since its launch and later led Kopo Kopo, a Nairobi-based fintech company.
In his communication to CMA, he offered to provide supporting documents, valuation reports, and legal correspondence to assist the authority in its review.
The submission places CMA at the centre of a high-profile corporate governance matter, with potential implications for employee ownership protections and minority shareholder rights across Kenya.
