Football may not be the first place one associates with lessons in good corporate governance, yet this past summer provided a compelling example.

The European football governing body, UEFA, prohibits clubs with the same owner or under common control from participating in the same competition. This rule, enshrined in Article 5 of the UEFA Regulations, became particularly relevant when Nottingham Forest and Crystal Palace— both owned under a multi-club model. — qualified for European competitions.

In anticipation of a potential violation of this rule, Nottingham Forest’s owner transferred their interest into a blind trust, thus distancing themselves from any operational control. In contrast, the part-owner of Crystal Palace failed to do so, leading to legal scrutiny and, ultimately, disqualification from UEFA competition.

While asset ownership cannot be transferred willy-nilly, blind trusts offer a mechanism to comply with such regulatory obligations without the need for distressed asset sales.

This scenario raised broader questions in my mind:
Can blind trusts be used to avoid conflicts of interest in both the public and private sectors?
My answer—emphatically—is yes.

Indeed, blind trusts are not a novel concept. They have been widely applied in developed democracies such as the United Kingdom, United States, Canada, and Australia, to separate private assets from influence that may arise from holding public office or positions of trust.

Local Relevance

In Kenya, the broader adoption of blind trusts—especially among public officials and corporate leaders—would go a long way in enhancing public and shareholder confidence. It would allow individuals with access to non-public, privileged information or those serving in regulatory or executive roles to shield themselves from real or perceived conflicts of interest, especially where related-party transactions or control overlaps exist.

So, What Are Blind Trusts?

A blind trust is a revocable fiduciary arrangement in which a settlor (the asset owner) transfers control of their assets to an independent trustee, without retaining knowledge of or influence over the management of those assets. The arrangement typically persists for a fixed duration or until a specified condition is met.

Blind trusts are especially useful for public officials and C-suite executives seeking to avoid ethical and legal entanglements while maintaining financial interests.

Should you require on to engage us, we would be pleased to guide you through the incorporation of a blind trust, or advice on other trust structures suitable for your needs.