Our firm consists of three broad practice groups: Dispute Resolution, Intellectual Property, and the Corporate/Commercial Law Group. We are genuinely interested in the growth of our clients’ business. This is why we first understand our clients’ polices vision, mission and business culture in order to devise tailor-made solutions to promptly solve their legal problems while preserving their core business values and business relationships with their clients.

Our expertise in commercial law and practice has equipped us over the years to effectively advise our clients on proper documentations to enter with their customers and other stakeholders to protect their business interests. Our experience in commercial litigation and arbitration has also equipped us with knowledge of a probable legal problem long before it occurs or results in a conflict between our clients and their customers or other stakeholders, by proffering a workable solution to prevent such conflict or dispute and take prompt steps to resolve likely conflicts before they result in full-blown disputes.

Our practice is to effectively solve our clients’ problems within a reasonable time and cost to enable them to maintain their relationships with all their stakeholders, especially their employees, suppliers, customers and local community where their business is situated and to enable them to concentrate their efforts on growing their business. We remind clients of the need to discharge their Corporate Social Responsibility (“CSR”) to the community wherein their businesses are located, and to observe Environment Social and Governance (“ESG”). This has endeared our clients to us, contributed immensely to the growth of their businesses over the years, and led them to trust our legal services.

We have used our knowledge of the business environment in Nigeria to prosecute many public interest litigations to improve Nigerian business laws and ease of doing business in Nigeria with Nigerians. One of such cases is SC/CV/92/2024; Emmanuel Ekpenyong Esq. v Attorney General and Minister of Justice of the Federation (“AGF”), in which we applied to the Court to compel the AGF to promulgate an Order under Section 3 (1) of the Foreign Judgment (Reciprocal Enforcement) Act to bring Part I of the Act into operation so that the archaic colonial Reciprocal Enforcement of Judgments Ordinance, 1958, and its 1922 rules will cease to have effect in Nigeria.

Both the trial Court and Court of Appeal held that the AGF has discretionary power on whether to promulgate the Order or not. We are currently at the Supreme Court, where we are urging the Court to set aside the decision of the Court of Appeal and hold that the discretionary power of the AGF is subject to judicial review, and for the Court to apply a purposive rule of interpretation of the provision by interpreting the word “may” in the provision to mean a direction to the AGF to promulgate the Order to give effect to the intention of the legislature when they enacted the Act in 1960, after Nigeria’s political independence from the British colonial rule.

We have no doubt that the AGF’s promulgation of the Order will improve foreign trade in Nigeria because it will give foreign businesses more comfort to carry on business with Nigerians since they know that judgements obtained abroad may be registered and enforced in Nigeria against Nigerian businesses (as long as there is reciprocal treatment of judgements between Nigeria and the country in which the judgement was obtained).

Further to the Federal Government of Nigeria’s efforts to develop non-oil sectors of the economy, we have witnessed increased enquiries and instructions in the mining, construction, real estate, hospitality and tourism, as well as agriculture, sectors. There has been more interest from foreign and local businesses who intend to diversify their business into these budding sectors, which promises great reward on investment.

This has led to the formation of business entities to carry on these business activities and obtain the relevant licences, permits, certifications and approvals in order to do so. We have also registered Intellectual Property (“IP”) of such businesses, including trademarks, trade names and logos in differing classes under the Nice Classification; patents, industrial designs and franchises of Nigerian subsidiaries to protect their interests in those IPs; as well as registration of transfer of technology into Nigeria at the National Office for Technology Acquisition & Promotion (“NOTAP”).

Meanwhile, the Cybercrime Act, 2015, and the Electronic Transaction Act, 2023, has given more foreigners and foreign businesses the confidence to carry on business with Nigerians. The growth in e-commerce and Information Technology (“IT”) in Nigeria in recent times has further increased the number of businesses coordinated between Nigerians and businesses in other countries and continents. The inevitable consequence of this is the growing debt portfolio of outstanding payments by Nigerian businesses, which we are retained to collect for foreign businesses on a contingency basis.

In addition, there has been an increase of instructions to enforce local judgements, as well as to apply for recognition, registration and enforcement of foreign judgements and arbitral awards. We have also recovered construction retention sums for construction companies, as well as maintenance and service charge for real estate outfits.

Moreover, our commercial litigation unit has witnessed an increase in dispute resolution instructions. There have been more suits to resolve corporate and commercial disputes, such as proceedings for the Companies Registry to strike out the name of a company that is similar or identical to an existing company name; a suit to recover proceeds of a partnership agreement; a suit to claim the current purchase price of a piece of land where a court found that the persons who sold the land to our client never had legal title over the land; a suit for an order for specific performance of the terms of a contract; a suit for a shareholder to enforce its right to first refusal under a share purchase agreement, among other cases.

The need to reposition business entities has also led to mergers, takeovers and splits of companies. We have been engaged to prepare the necessary documents and perfect the title of the new owners of the assets of the companies at the relevant land Registry and to file the requisite statutory filings at the Companies Registry following a merger, takeover or split of companies. Many groups are trimming down the number of companies in their group to enable them to concentrate their efforts on viable companies in their group. This has also increased the number of members’ voluntary winding up of companies.

Project 1

Our client, Artco Industries Ltd, entered into a partnership agreement with an agent, Chief Dr Onyekachi Iheme for the marketing of its furniture at a showroom maintained by the agent for a two-year term for a 15% commission. During the pendency of the agreement, the agent incorporated another company similar in name and objects with that of our client, and siphoned the partnership business.

When our client discovered this, it reported the matter to the police, and the Economic & Financial Crimes Commission (“EFCC”) who carried out investigations and was about to arraign the agent when it commenced Suit No. CV/2401/2023; Chief Dr. Onyekachi Iheme & Anor and Artco Furniture Manufacturing Company Limited v. Pierre Bou Antoun and Artco Industries Limited before the High Court of the Federal Capital Territory against our client to seek damages of 100 million naira for breach of contract.

We entered appearance in the suit, filed our defence and counterclaimed against the agent and his company for proceeds of the partnership business for the two-year term. We also filed a Notice of Preliminary Objection, challenging the competence of the suit because it did not disclose a reasonable cause of action against our client. In its Ruling, the court agreed with the arguments in our Notice of Preliminary Objection, dismissed the agent’s suit against our client, and adjourned the suit for us to open our case on the counterclaim.

Project 2

Our client registered its company, Artco Industries Limited, in 2003. In 2021, it discovered that one of its agents had registered Artco Furniture Manufacturing Company Limited to make our client’s customers believe that the company is the same with that of our client, as well as to divert our client’s customers. The name of the agent’s company is so similar to that of our client that it is capable of deceiving and has, in fact, deceived members of the public that both companies are owned by the same person, or that the agent’s company is a subsidiary of our client’s company.

We wrote to the agent’s company to change their name, but when we did not receive any response, we wrote to the Companies Registry to deregister the agent’s company from its database since it was in breach of Section 852 of the Companies & Allied Matters Act, 2020 (“the CAMA 2020”). The Registry merely wrote to the agent to change the “Artco” in its company name, but the agent did not act on it.

This prompted us to commence Suit No. FHC/ABJ/CS/164/2024; Artco Industries Limited v Corporate Affairs Commission, Artco Furniture Manufacturing Company Limited and Chief Dr. Onyekachi Iheme against the Registry, the agent and the agent’s company for the Court to order the Registry to deregister the agent’s company name and for all the defendants to jointly pay compensation to our client for infringement of its tradename and trademark and damage to its goodwill and business reputation.

Project 3

We were engaged to render legal services to Sunrise Waterpark Limited, the largest waterpark in West Africa. We incorporated the company with the Companies Registry under the new regime of 100 million share capital for companies with foreign participation. We invited the Fire Service to access the waterpark, install the necessary fire safety gadgets and extinguishers, as well as to issue the necessary certifications.

We applied and obtained the Expatriate Quota and business permit for expatriates who will fill certain positions in the company. We also obtained the Nigerian Investment Promotion Commission (“NIPC”) Certificate, Special Control Units against Money Laundering (“SCUML”) Certificate issued by the EFCC, as well as the Tax Identification Number (“TIN”) of the company.

We further registered the IPs of products and brands to be used and sold at the waterpark, and drafted the necessary document agreements from construction of the waterpark to the employment agreement of workers and other retainership agreements at the park. Lastly, we obtained all the relevant licences, permits and approvals from the Abuja Metropolitan Area Council (“AMAC”) that would enable our client to legally carry out its waterpark business.

Project 4

In order to ensure the governance of Incorporated Trustees, the provisions of Section 839 to 850 of the CAMA, 2020, provides for the suspension of trustees, the appointment of interim managers, the filing of the bi-annual statement of affairs, accounting records and statement of affairs and merger and dissolution of associations. The Corporate Affairs Commission (“CAC”), which is the Companies Registry, is given powers to suspend trustees where there is any misconduct or mismanagement in the administration of the association, to protect the property of the association and to ensure proper application of the property of the association towards achieving its objectives, for public interest or where the affairs of the association are being run fraudulently.

CAC is given powers to ascertain the activities of associations on its dormant accounts, and if the association does not oblige CAC with the required information within 15 days, CAC is given powers to dissolve the association. This innovation appears to be for the welfare and wellbeing of associations. However, it appears that the above provisions are inconsistent with the provisions of Section 38 of the Constitution of the Federal Republic of Nigeria, 1999 (as amended) (“the Constitution”), which provides for the freedom of thoughts, conscience and religion, and Section 40 of the Constitution, which provides for freedom of association and peaceful assembly.

This is because the freedom of persons to assemble and freely propagate their thoughts, conscience and religion extends to their rights to remove and appoint their leaders and management of their accounts within the terms of their association’s constitution. For this reason, we commenced Suit No. FHC/ABJ/CS/1076/2020; Emmanuel Ekpenyong v National Assembly, CAC and AGF, wherein the Court delivered its judgement in April 2023 and found that the suit was incompetent against the National Assembly who made the law because we did not serve pre-action notice on it, and held that the provisions of the Act on excessive control of associations will fetter their liberty. The Court struck down the provisions for being inconsistent with the provisions of the Constitution.

We believe that service of pre-action notices to the government and government agencies does not apply to fundamental human rights and constitutional matters. While we appealed to the Court of Appeal against the part of the decision that the suit was incompetent against the National Assembly because we did not serve it with pre-action notice in Appeal No. CA/ABJ/CV/735/2023; Emmanuel Ekpenyong Esq. v National Assembly, CAC and AGF, the CAC appealed against the entire decision in Appeal No. CA/ABJ/CV/737/2023; CAC v Emmanuel Ekpenyong Esq. and AGF. We await a date for hearing of both appeals.

Project 5

The increase in extra-judicial killings led us to commence Suit No. FHC/ABJ/CV/755/2020; Emmanuel Ekpenyong Esq. v President of the Federal Republic of Nigeria (“the President”) and AGF before the Court to interpret the extent of the right to life enshrined in Section 33 of the Constitution to mean the right to live a dignified life and an order of mandatory injunction for the President to take proactive steps to protect lives and ensure prosecution of persons engage in extra-judicial killings.

The Court found that we did not have locus standi to institute the suit, and the same was affirmed by the Court to Appeal in Appeal No. CA/ABJ/CV/1200/2022; Emmanuel Ekpenyong Esq v President and AGF. The Court of Appeal held that we had not disclosed a reasonable cause of action which confers locus standi on us to institute the suit.

We have filed an application in SC/CV/551/2024; Emmanuel Ekpenyong Esq v. President and AGF for leave of court to enable us appeal against the decision of the Court of Appeal on the grounds that locus standi in fundamental human rights and constitutional matters are different to that in general civil procedure, which forms the basis of the Court of Appeal decision. Reasonable cause of action and locus standi, though interrelated, are differing concepts, and one cannot be used to determine the other. In the substantial appeal, we shall urge the court to hold that we have locus standi to institute the suit and order a retrial of the matter.

Project 6

We are advising McDonnell USA (GH) Limited, an international consortium with business interest in a mining site containing various minerals in Ilorin, Kwara State, Nigeria. The consortium is about to enter into a joint venture agreement with a Nigerian company that was granted a mining licence over the site for many years. Under the agreement, after the consortium concludes its due diligence, it will hold an agreed percentage of shares in the mining operations.

The mining operation plan is divided into two phases. The first phase shall cover a feasibility study, which creates the basic mine infrastructure to enable execution of mining operations, as well as construction of mining and processing plants to treat alluvial resources to generate cash flow for the mine growth and development. The second phase shall be a programme covering mining operations post-completion of the feasibility study. This programme shall rely heavily on the content projections and recommendations of the feasibility study. The parties to the agreement are concluding the financial details of the project, and will soon commence operations.

Project 7

Our experience in collection of debts for many hospitals under the NHS Trust system in the UK has prompted our services to be sought by Intersect Consortium, a leading healthcare provider in the mental health and addiction space, with multiple centres across Nigeria. The consortium intends to retain our services to assist them in managing their accounts receivable processes.

(a) Increased awareness on Corporate Social Responsibility (CRS) and Environment Social & Governance (ESG)

The provision of the CAMA, 2020, encourages companies to engage in CSR by setting aside a portion of its profit for social projects. National Policy on Environment provides for integration of environment consideration to business practices by encouraging sustainable environment activities. The Corporate Governance Code, 2018, highlights the importance of CSR in sustaining business practices and the need for companies to disclose their CSR policies and activities.

In recent times, Nigeria has taken ESG issues more seriously. This could be seen in the enactment of improved legislations on the subject matter. In 2012, the Central Bank of Nigeria (“CBN”) launched the “Nigerian Sustainable Banking Principles”, which require banks, discount houses and financial institutions to develop a managerial approach, which balances opportunities to be obtained through their business activities, as well as the environmental and social risks involved in those activities.

In 2018, SEC approved the “Nigerian Stock Exchange Sustainability Disclosure Guidelines” for public listed companies, which stipulate reporting requirements on ESG performance of listed companies and integrate sustainability and ESG to the operations of organizations. The Climate Change Act, 2021, targets protection of the Nigerian environment by achieving low greenhouse gas emissions through inclusive green growth.

Section 305 (3) of the CAMA, 2020, imposes an obligation on directors of companies to consider the impact of their company’s business activities and operation on the environment, as well as the community in which their company carries out its business.

(b) New codes of governance in some sectors

In December 2023, the NCC issued Guidelines on Corporate Governance for the communication sector. The Guidelines provide that members of the Board of companies in the sector are required to possess knowledge and understanding of the company’s business and ensure the integrity of annual reports and all materials submitted to the NCC. Each company must have a code of conduct and principles to align its core values.

The Financial Reporting Council of Nigeria (“FRCN”) is developing corporate governance frameworks for the public and not-for-profit sectors. The anticipated adoption of these codes will ensure transparency, accountability and ethical practices within these crucial sectors.

In addition, the introduction of the Small & Medium Enterprises (SMEs) Corporate Governance Guidelines in 2024 has established the roadmap and equipped smaller businesses with the framework and guidance they require to build sustainable and responsible businesses and operations.

(c) Reduced powers of shareholders under the CAMA, 2020

The CAMA, 2020, introduced many innovations for effective corporate governance of companies in Nigeria, one of which is the increased power of the Board. Unlike the previous provisions, the power of Shareholders in a general meeting is no longer supreme. This is because the Shareholder in a general meeting cannot interfere with the decision of the Board unless it is inconsistent with the provisions of the Act or its Articles. A Shareholder cannot be entitled to attend and vote at a meeting if he/she has not paid up sums outstanding from him/her in respect of his/her shares. It is only one-tenth of Shareholders with paid-up capital that can requisition extra-ordinary general meetings. Shareholders can only declare dividends upon the recommendation of directors.

(d) Fixed term of executive directors in some sectors

By its Circular of 22 November 2022, the National Insurance Commission (“NIC”) revised the term for Chief Executive Officers and executive directors in the insurance and reinsurance companies in Nigeria to 10 years, commencing from 1 January 2023. This will lead to resignation and appointments of new members in the Board of companies in the sector.

Similarly, in its Corporate Governance Guidelines of 1 August 2023, the CBN imposed a 12-year term limit (“the term”) for executive directors of banks in Nigeria. This will inevitably lead to the resignations of executive directors who have stayed past the term and the appointment of new directors to replace them. This will bring fresh ideas and experience into the Board of various banks.

(e) Dissolution of Boards and revocation of licence of some banks

The CBN’s recent dissolution of the Boards of Union Bank, Polaris Bank and Keystone Bank highlights the consequences of regulatory non-compliance for Nigerian businesses. CBN’s bold action sets a precedent for stricter enforcement for companies operating in sectors regulated by the SEC, the National Pension Commission (“PENCOM”) and the National Insurance Commission (“NAICOM”). More companies and corporations risk dissolutions of their Boards as a result of corporate governance issues.

In addition, CBN discovered that the Board and management of Heritage Bank Plc. could not improve the bank’s performance. This threat to the bank’s financial stability and to depositors’ funds prompted the CBN to revoke the bank’s licence on 3 June 2024.

We have fully embraced technology in our law practice to interact better with our clients and ensure we serve them better. We meet with clients throughout Nigeria and abroad through electronic means, such as Skype, Zoom and Microsoft Teams. Our membership with the International Credit Exchange (“ICE”) has made it possible for us to receive debt portfolios from any part of the world on the ICE platform; meanwhile, demand notices and other correspondence are sent more promptly by email. Communication has become easier still via the use of WhatsApp and Telegram.

We receive most of our instructions from foreign clients by email and other electronic channels. In Suit No. FHC/ABJ/CS/238/2023; Chianugo Chinweuba Peter v Go Daddy.com LLC and Google LLC before the Federal High Court, Abuja Division, our client is seeking compensation from Google LLC for shutting down its domain name youtubetubeaudio.com managed by Go Daddy.com LLC, which Google allege is similar to its YouTube trademark, despite our client using the domain name for close to eight years (to the knowledge of Google). Most of the documents we are relying upon in proof of our case are electronic documents. We shall lay proper foundation to ensure the admissibility of the electronic documents in court in line with Nigerian Evidence Act. Our witness is abroad, and so we shall bring an application for the court to grant a virtual hearing of his testimony.

The online filing system of the Companies Registry by accredited agents of the Registry on the platforms of respective entities has made it easier to effect statutory filings from our offices. We complete the relevant online forms, upload the necessary documents and submit the same for the Registry to process. Queries are resolved on the platforms, and the Registry uploads acknowledgement letters for download by the agents. We utilise the same system to apply and obtain the necessary permits and certifications from most government agencies and parastatals.

Today, the inevitable use of technology to conduct business has led us to equip our offices with modern equipment so that we can effectively use technology to improve our service delivery to our clients.

The digital revolution and e-commerce has put cyber security in great demand in Nigeria. This is because a cyber-attack can steal important data, as well as destroy computers and networks. For this reason, we encourage our clients to retain the services of reputable cyber-security professional to help them monitor their systems and networks to ensure they are secured. They should also implement strategies to detect and handle cyber-attacks, expose and remove programmes that make their network vulnerable to attacks, manage sensitive data, configure a firewall to prevent and detect unauthorised access, attempt ethical hacking to ascertain the weakness of the security system, as well as managing the software and hardware of their security system.

We further draft detailed security policies for network protection and to maintain high standards for usage of data belonging to the clients or their customers that is available to our clients. In addition, we advise clients on the relevant provisions of cyber-security legislations, as well as the relevant legal steps to protect their data (and actions to take in the case of a breach). We advise them on the activities of government agencies on data protection, such as the recently established Nigeria Data Protection Commission (“NDPC”) created by the Nigeria Data Protection Act, 2023, to regulate the processing of personal information and related matters. Whenever our clients’ data is stolen or its cyber-space is hacked, we advise them on the means to trace and track the hackers and the options available to them to better protect their space and seek redress, including petitions to the relevant government agencies to prosecute the culprits.

ESG helps businesses to assess their risks beyond financial indices, and extends to climate change, governance practices and social inequality. Adopting effective ESG practices leads to short-term gains, combined with long-term sustainable value. ESG also helps businesses to meet customers’, employees’, investors’ and regulators’ demands for both accountability and transparency.

It builds trust towards attracting investments and capital. These days, ESG reporting is no longer optional; it is mandatory for public interest entities and, as the years go by, there will be stricter standards that would extend to climate risks and emissions. To this end, we help our clients meet modern ESG standards that address social issues by engaging with communities and businesses to enhance their reputation – and to contribute positively to clients, as well as the communities wherein they conduct business in Nigeria.

Our firm’s membership within reputable law networks either as sole commercial litigation, corporate/commercial or debt collection experts has connected us with other industry experts in differing continents. We publish periodic newsletters on topical issues of Nigerian law and investment options, and also receive information on legislative updates and trends affecting other jurisdictions. This creates a platform for us to render legal opinions to clients in foreign jurisdictions with business interests in Nigeria, as well as to receive legal opinions for our clients who have matters in other regions of the world.

Meanwhile, our affiliations with these networks affords us opportunities to attend symposiums, conferences and seminars to speak on Nigerian law, as well as to meet and connect with members from other jurisdictions and measure our services with other industry experts. This aids us as we continually strive to meet international best practice on emerging markets, particularly as it affects our specialty areas of legal practice.

Similarly, we make contributions to many international publications on our practice areas, especially corporate and commercial law. In July 2024, we contributed to the topic of Nigerian law in Corporate Governance, 2024, 17th Edition, International Comparative Legal Guides, glg Global Legal Group, ISBN 978-1-83918-354-6, with contributors from 23 other countries across Africa, Asia, Europe, North America and South America.

In August 2024, we also contributed an article on “Developments, Challenges and Prospects of Corporate Governance in Nigeria” for publication in the Expert Guide – Litigation & Dispute Resolution, 2024, of Corporate LiveWire. Publications such as these expose our practice to foreign businesses and help prospective clients overseas better understand the legislations, trends and developments inherent to Nigeria.

The positive effect of the CAMA, 2020, is being felt already. The provision that allows for a “one-man” company has made it easier for persons to form their company and carry out business without the administrative bottlenecks of the past. The Act provides for every public company to have at least three independent directors, as well as the registration of limited liability partnerships (which must have at least two partners) and the formation of limited partnerships of no more than 20 persons – all in a bid to create a more robust environment for conducting business in Nigeria.

The Act allowing virtual meetings enables directors and shareholders – even those who are abroad – to attend meetings and vote. Service of notice of meetings by email and newspaper publication, and the use of modern equipment to take accurate minutes of meetings – including effecting corporate filings on the CAC’s online platforms – are all effective innovations for running a business in Nigeria.

The Business Facilitation (Miscellaneous Provisions) Act, 2022, was enacted with the objectives of promoting ease of doing business in Nigeria and eliminating bottlenecks by amending relevant legislation to institutionalize all reforms to ease implementation of the provisions of the Act. The Act has, in no small way, improved the relevant legislations on capital importation and repatriation, formation of business, obtaining appropriate permits and certifications, as well as carrying out business in the country.

The Electronic Transaction Act, 2023, which came into effect on 1 July 2024, replaces the Electronic Transaction Act, 2005. The 2023 Act expands the scope of its application, and introduces new regulations on conversion between paper and data messages. The Act now recognizes scanned signatures, image signatures, One Time Passwords (OTP), text messages (SMS), etc., and introduces trust services, as well as adequate conditions for providing this service, among other developments.

The Public Finance Management Act, 2024, repealed the Finance (Control & Management) Act to ensure accountability and transparency in the management of public funds, revenues, expenditure, assets and liabilities of the government of the Federation and for related matters.

Recently, the Federal Ministry of Finance issued the Deduction at Source (Withholding) Regulations, 2024, with its effective date on 1 July 2024. However, small companies are exempt from deduction of withholding tax, provided that the transaction value is less than two million naira (and the vendor has a valid tax identification number).

1. On 5 May 2023, we gave an Interview to the Premium Times Newspaper on the provisions of the CAMA, 2020, which we believed infringed on the fundamental human rights of Nigerians, and how we commenced an action before the Federal High Court and the court; per Omotosho J. struck down the offending sections of the Act. INTERVIEW: Why I challenged nullified sections of CAMA 2020 – Lawyer (premiumtimesng.com)

2. On 19 May 2023, we spoke on the “Right to Freedom of Association and Religion” at the Nigerian Bar Association, Garki Branch, Abuja, Nigeria.

3. On 24 November 2023, we spoke on “Converting the ENDSARS Momentum to Demand for Democratic Dividends” at the 2023 House of Justice Summit, Kaduna, Nigeria.

4. On 19 April 2024, we spoke on “Strengthening Access to Justice for the Nigerian Workers and the Role of Pro-Bono Lawyers, CSO and the Media” at the One Day Capacity Building organised by Children and Young People Living for Peace (“CYPLP”) and International Society for Peace and Safety (“ISOPS”) in Kaduna, Nigeria.