Corporate Commercial & General Legal Advisory

Corporate Commercial & General Legal Advisory

Business & Regulatory Advisory

Our Business Regulatory & Advisory Team comprises proficient lawyers with in-depth knowledge of the Nigerian business environment, investment opportunities and a wealth of experience in regulatory and corporate Immigration matters. We enjoy close relationships with clients and make it our business to know our clients’ business in order to respond practically and efficiently to clients’ needs.

  • FDI – Foreign Direct Investment – We provide investment advice to foreigners (individuals and corporate bodies) in respect of establishing businesses in Nigeria. Our services include advising on requirements of incorporating a company in Nigeria; advising on the structure and legal forms of businesses; preparing incorporation documents; filing incorporation documents at the Corporate Affairs Commission (“CAC”); assisting in opening bank accounts and obtaining Certificates of Capital Importation; obtaining Business Permits; obtaining and maintaining pre-investment approvals.
  • Company Secretarial – We provide company secretarial services to local companies and foreign companies with Nigerian subsidiaries. In this regard our services include organizing/preparing and circulating notices of meetings; attending meetings, preparing minutes of meetings, filing statutory returns with the regulators – Corporate Affairs Commission, Nigerian Stock Exchange and the Securities and Exchange Commission; general maintenance of clients’ statutory books and corporate governance advisory services.
  • Corporate Immigration – We advise on all aspect of corporate immigration matters ranging from corporate entities’ applications to establish and carry on business in Nigeria – Business Permit and Expatriate Quota Approval; applications for sponsored individuals and their dependents – TWP, Business Visas, Ecowas Permit, CERPAC etc; Corporate Immigration Advisory; Logistic Support Services; Document Procurement and Authentication through to Government Liaison. We also assist with filing monthly returns at the Nigeria Immigration Service.
  • Regulatory and Advisory – We provide advisory services and assist clients to achieve registration with various regulatory bodies (in most sectors of the economy) including: National Agency for Food Drug Administration and Control (NAFDAC), National Office for Technology Acquisition and Promotion (NOTAP), Federal Inland Revenue Service (FIRS), Department of Petroleum Resources (DPR), amongst others.
  • Logistics Services – Airport Logistic Service, meet and greet and local transportation and hotel accommodation arrangements.

Corporate Mergers & Acquisitions

Mergers & Acquisition

We provide valuable advice on a complex Mergers & Acquisitions and Cross-Border Acquisitions within Nigeria and the West African sub-region respectively. We have advised as Supervising Counsel on Cross-border acquisitions in Ghana, Ivory Coast, The Gambia, Cameroon and Benin Republic.

Our role as legal advisers is not limited to review of technical legal issues but also to ensure seamless integration of the participating entities, protection of stakeholder value, creation of synergies and other transaction objectives.

Our Mergers & Acquisitions Practice is recognized and ranked in various legal directories and journals such as; International Financial Law Review 1000 (IFLR), Chamber & Partners Global Review; and Legal 500. Our lawyers have also been recognized in these directories for their expertise in Mergers & Acquisitions.

Relevant Experience

  • Recapitalization of former Intercontinental Bank Plc further to a scheme of arrangement involving the re-organisation of the entire share capital of the bank and the follow-on acquisition of 75% equity stake by Access Bank Plc. The transaction was valued at about US$4 Billion.
  • Recapitalization of former Equitorial Trust Bank Limited involving a reduction of share capital, capital injection by the majority shareholder and follow-on acquisition by way of merger with Sterling Bank Plc. This transaction was valued at about US$2 Billion.
  • Divestment by Skye Bank Plc, of its 51.95% equity stake in Law Union and Rock Insurance Plc, a publicly quoted insurance company. The deal was valued at US$20 Million.

Private Equity & Venture Capital

We advise leading Pan-African private equity and venture capital fund managers and other Africa-focused private equity and venture capital fund managers on their investment in Nigerian and the West Africa sub-region. We provide the needed legal support required by private equity and venture capital fund manager to achieve investment objectives as well as in relation to the full life cycle of private equity investment process. We assist fund managers in conducting risk-focused legal due diligence investigations that ensure an attractive entry price and negotiating well-outlined exit strategies that protect investors’ interests and reduce potential tension.

Relevant Experience

  • Investment by AfricInvest Fund II LLC, a pan-African private equity fund managed by the AfricInvest Group in Broron Oil and Gas Limited, a Nigerian oil and gas offshore service company which provides offshore support services to International Oil Companies, Independent and Indigenous upstream companies in Nigerian and the Gulf of Guinea. We conducted legal due diligence on the Broron Oil & Gas Limited and were responsible for preparing the Investment Agreements.
  • Investment in GZ Industries Limited, Nigeria’s premier can manufacturing factory. We acted as Nigerian Counsel along with Linklaters, the English Counsel in the transaction. We conducted legal due diligence, reviewed and negotiated Share Sale and Purchase Agreement, Shareholders Agreement and amendment of the Memorandum and Articles of Association of the Company. Value of deal is confidential.
  • Investment by Corsair Capital, a US-based private equity firm and Standard Chartered Private Equity along with a consortium of private equity firms in the acquisition and recapitalization of Union Bank of Nigeria Plc led by the Africa Capital Alliance Group. The entire investment was worth about US$500 Million.

Privatisation

We have been at the forefront of the privatization programme of the Federal Government of Nigeria, providing valuable advice to both the Bureau of Public Enterprises and private sector in relation to the privatization of government-owned enterprises. Our lawyers have valuable experience required to assist the government and core investors through the bid process, negotiation deal terms bearing in mind the commercial and public sensitivities typical to the privatization process.

Relevant Experience

  • Privatisation of the interests of the Federal Government of Nigeria (“FGN”) in Capital Hotels Plc(“CHP”) (owners of the Abuja Sheraton Hotel and Towers) involving the divestment of part of the interest of the FGN in CHP.
  • Privatisation of the interests of the FGN in Daily Times of Nigeria Plc (“DTN”) involving the divestment of about 96.1% beneficial interest of the FGN in DTN.
  • Public Private Partnership involving a concession arrangement between Lagos State Government of Nigeria and a real estate developer for the dredging and reclamation of land measuring up to 150 (One Hundred and Fifty) Hectares from the Lagos Lagoon.

Equity Capital Markets

We act for and advise Issuers, Trustees, Issuing Houses, Fund Managers, commercial and investment banks and other Capital Market Operators in capital market transactions. Team members of this Practice Area are involved in the various fund raising arrangements including initial public offers, offers for subscription, offers for sale, rights issue, private placements and real estate investment schemes. We also advise on compliance with the Rules and Regulations of the Securities and Exchange Commission and the listing requirements of the Nigerian Stock Exchange.

The Firm is a member of the Capital Market Solicitors Association (CMSA) and one of our Partners is on the Executive Committee of the Association. Members of the practice are consulted by the Nigerian Stock Exchange on the review of its Listing and other Rules.

Relevant Experience

  • Skye Bank Plc: Acted as Solicitors to the Issue of a N10, 000,000,000 offer by a Real Estate Investment Trust Scheme, as well as advised on the vesting of the title to the real estate assets under the Scheme.
  • Skye Bank Plc: Advised as Solicitors to a series of funds including an Islamic Fund (the first of it’s kind in Nigeria) together worth US$ 27.1 Million (Twenty-Seven Million One Hundred Thousand Dollars) by a domestic commercial bank.
  • Courteville Investment Ltd: Advised as Solicitors to the Issuer of a N1,000,000,000.00 Private Placement divided into 653,594,771 Ordinary Shares of 50k at N1.53 per share.
  • Dreamaker Ltd: Private Placement of 563 Million ordinary shares of N1.00 each in Prowinger Limited (a subsidiary of Dreamker Ltd)
  • Equity Assurance Plc: Acted as Solicitors to a Public Offer of 1,500,000,000 Ordinary Shares of 50 Kobo each at N4.25K per share and Rights Issue of 770,778,260 Ordinary Shares of 50 Kobo each at N3.75K per share

Tax

We routinely advise on tax issues and assist our clients in various areas of tax administration, especially company income tax, petroleum profit tax, personal income tax liabilities of resident and non-resident employees, value-added tax and withholding tax.

Many of our banking and finance, mergers and acquisitions, securities and real estate transactions have been tax-driven, and we have advised extensively on the tax implications of those transactions. Our other tax clients have included local and offshore groups of companies seeking corporate re-organizations to achieve greater tax efficiency and multilateral institutions seeking tax exemption certifications.

We also advise on establishing and restructuring managed funds consisting of financial assets to achieve minimal tax exposure. We advise real estate developers and other investors on structures to manage their exposure to capital gains tax, income tax and stamp duty. We counsel several corporate taxpayers on informal attempts to resolve their differences with the authorities, usually in respect of alleged back duty, withholding tax, pay-as-you-earn deductions and stamp duty.

Labour & Employment

Our experience in this area of practice includes advising on compliance with labour, employment and compensation legislations and the preparation/review of contracts of employments, collective bargaining agreements and employee handbooks. We specialize in advising, structuring and preparing of employees share purchase and option schemes and also routinely advise multinational clients on strategies in relation to trade union issues.


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