The services rendered by the General Corporate Commercial Practice include Real Estate, Equity Capital Markets, Aviation, Tax, Labour and Employment, amongst other sundry legal matters.
Members of this Practice Area have handled a wide range of multifaceted real estate transactions including preparation and perfection of leases, tenancy agreements, assignments and mortgages, and obtaining governmental consents and approvals incidental to these transactions. We have experience in investigating and deducing title and in title registrations generally.
We advise developers, vendors, offtakers on some of the most ambitious projects including residential towers, office towers, shopping mall and mixed-use development projects including preparation of contractual documentation covering the acquisition, development, financing and operation of the projects. The team has also been advising on sale and purchase of specialized facilities, most notably, tank farms for refined petroleum products and storage for industrial chemicals. We are active in land-related regulatory work (particularly on “use”, “excision”, “zoning” and “regularization” issues).
- Acting for the oldest State-owned Property Development Company with respect to the preparation and drafting of Deeds of Assignment and other Conveyancing documents relating to 7 (seven) residential estates in Lagos State;
- Acted for the French Embassy in Nigeria in respect of the sale of its property in Lagos by public bid;
- Acted for the Australian High Commission on the property re-location of the Commission from Lagos to the Federal Capital Territory;
- Advised on the sale by public bid of a prime residential estate in the Federal Capital Territory, Abuja;
- Advising a Dubai based International real estate company on the development of a luxurious residential apartment building in the Federal Capital Territory, Abuja;
- Acting for a joint venture between Ibile Holdings Limited and Growmore Development Company in the development of a large market complex in Lagos;
- Advising a joint venture property development company as transactional legal adviser for the development of 50 (fifty) terraces houses in Yaba, Lagos;
- Drafted and Prepared a Facility Management Regulation for use by the Federal Capital Territory in the management of its Housing Estates in Abuja;
- Drafted, prepared and negotiated a joint venture development agreement between HFP Engineering Limited and Eastline Investments Limited for development of a shopping centre in Lekki, Ajah;
- Advised the Bureau of Public Enterprises on the bid and effecting the sale of 11 (eleven) properties situated all over the Federation to effect restructuring of one of the companies privatised under the Federal Government Privatisation Programme;
- Advised a major commercial bank on the financing of a Public Private Partnership with the Lagos State Government for the redevelopment of certain slums areas in Lagos State, including the resettlement of its residents and the development of the resettlement area;
- Acted for a multinational company in the sale of it’s residential, commercial and industrial properties and construction equipment in Lagos, Benin, Abuja, Enugu, Calabar, Kaduna and other parts of Nigeria;
- Acted for the Bridge Clinic Limited on the purchase of it’s head office in Ikeja GRA.
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 and one of its 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.
- 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.
- Skye Bank Plc: Advised on Skye Bank Plc’s N31 Billion Public Offer divided into 2,231,599,145 Ordinary Shares of 50k each at N14 per share.
- Skye Bank Plc: Advised on Skye Bank Plc’s N19 Billion Right Issue divided into 1,500,608,958 Ordinary Shares of 50k each at N12.50 per share.
- Standard Alliance Insurance Plc: Advised as Solicitors to the Issue of a N2,220,000,000 Public Offer of 4,000,000,000 Ordinary Shares of 50 kobo each at N1.10 per share.
- 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
We act for clients in the negotiation, drafting, preparation, review of documentation relating to the financing and leasing (both wet-lease and dry-lease) of aircraft as well as on technical support, licensing and regulatory matters. We have garnered considerable experience of various commercial, planning and regulatory problems facing the day to day operation of industry players in Nigeria’s aviation industry.
- Advising CHC Helicopter Corporation (“CHC”) in respect of its shareholding of 800,000,000 ordinary shares of 50kobo each in Aero Contractors Company Nigeria Limited (“ACN”).
- Advised CHC in respect of procedure for repossession of it’s aircraft from ACN sequel to a default by ACN under an Aircraft Lease Agreement between CHC and ACN.
- Advising CHC on legal aspects of the restructuring of CHC Global Operations Canada Inc. and the transfer of CHC’s shareholding in ACN.
- Advising CHC Helicopter Corporation (CHC) on Temporary Import Permit (TIP) of two Boeing 737 aircrafts and acted for CHC on de-registration of both aircrafts in Nigeria.
- Representing and defending Virgin Atlantic Airways in a dispute arising from an advertisement agency conflict.
- Advising Virgin Atlantic Airways on regulatory issues involving preparation of Joint Operating Agreements, Technical Services Agreements among other documentation.
- Advising Virgin Atlantic Airways on issues relating to it’s Intellectual Property Rights in the “VIRGIN” trademarks, as well as, other related issues relating to its shareholding in the then Virgin Nigeria Airways Limited.
- Acted as counsel for Virgin Atlantic Airways at the Federal High Court in the protection of the brand name and trademark of “VIRGIN” against a local Nigerian airline on issues involving Intellectual Property rights and recovery of outstanding royalties.
- Advising on and preparation of Aircraft Purchase Agreements, Aircraft Financing Options and Legal Opinions on aviation matters relating to tax, registration and dispute resolution for Pegasus Aviation Incorporated.
- Advising on and preparation of Aircraft Mortgage and Purchase as well as Finance and Sale agreements for DMJ Aviation International LLC.
- Initiation, Preparation and Completion of Sale and Purchase Agreement of Penguin Insurance Brokers for Bellview Airlines.
- Advising on and preparation of Articles of Association, Shareholders Agreement, Service Agreements, Resolutions of Company Directors and other general regulatory matters for Schreiner Aviation Group B.V.
- Advising Western Atlas, a subsidiary of Baker Hughes Incorporated a leading multinational service company in the negotiation and evaluation of two separate claims in the value of over Forty Million US Dollars ($40,000,000) arising from a helicopter crash. We successfully obtained court orders dismissing both claims under the Warsaw Convention.
- Advising Beaumont & Sons, a leading International Aviation Law Firm and Solicitors to the underwriters of Nigerian Airways on general aspects of Nigerian Aviation Law and in handling aviation insurance claims in Nigeria.
- Advising Air France on passenger claims.
- Advising a multinational Airline and Helicopter services group in relation to its joint venture with a Nigerian Company.
- Advising Tourvest Duty Free (PTY) Nigeria Limited in relation to the termination of In-flight Duty Free Services Agreement between Tourvest Duty Free Nigeria and Bellview Airlines.
- Advising Tourvest Duty Free (PTY) Nigeria Limited on labour related issues including the preparation of a Contract of Employment for Operation Manager and Warehouse Assistant.
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 AND 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.