BALOGUNHAROLD

Commercial & Corporate Law Lagos, London, Toronto, New York

The law, thought through.

We are a partner-led firm advising on technology, financing and infrastructure transactions across Nigeria and Africa. We publish our thinking, openly and often.

Analyses
254
Practice areas
13
Years, est. 2016
10

The Index

Every analysis we have published.

46 recent entries, newest first

  1. Venture & TechnologyInternet Platform Regulation in Nigeria: Constitutional Law & Private PlatformsInternet platforms in Nigeria face a number of regulatory and legal challenges in Nigeria.
  2. Venture & TechnologyInternet Platform Regulation in Nigeria: Data Privacy and Fundamental RightsThe second challenge internet platforms face in Nigeria, relates to the early development of data protection law in Nigeria. Data protection law in Nigeria is developing, in part, through human rights organisations seeking declarations from the courts that violations of data protection rights were actionable as violations of the constitutional right to privacy under section 37 of the Constitution.
  3. Venture & TechnologyInternet Platform Regulation in Nigeria: Intermediary Liability and Publisher ImmunityThe third challenge for internet platforms in Nigeria relates to intermediary liability. In Nigeria, publisher immunity does not enjoy the kind of clear statutory protection that internet platforms are familiar with in the United States.
  4. EnergyKAEDC Insolvency: Share Sale vs. Business SaleA going-concern transfer into a clean vehicle would provide incoming investors with a clean slate. This opportunity could equally be seized by the Kaduna State Government, operating through a state-backed vehicle
  5. Venture & TechnologyDario Amodei's "Pacing the Frontier": Some Anti-Trust Law LimitationsIf competing AI companies were to agree to limit or slow the development, deployment, or release of increasingly capable AI systems, such arrangements would raise significant competition law concerns. We discuss some of the primary legal considerations below.
  6. Venture & TechnologyAutomated Decision-Making Under the NDPA: Navigating the Line Between Automation and RegulationThe rapid integration of artificial intelligence, algorithms, and automated workflows across corporate operations raises a critical compliance question under the Nigeria Data Protection Act 2023 (NDPA): When does standard corporate automation trigger Section 37 regulation?
  7. EnergyMTN-IHS Acquisition: FCCPC’s Conditional Approval for the MTN-IHS Acquisition - Some Key Commercial ConsiderationsWill a plain 30% equity sell-down to local investors actually address the competition concern created by MTN’s continued control of IHS, post the MTN-IHS Acquisition?
  8. Venture & TechnologyNigeria’s FCCPC Launches Digital Markets Probe: Key Considerations for Global Tech and AI General CounselsNigeria recently launched a digital markets inquiry with a focus on dominant digital platforms like global technology platforms and Generative Artificial Intelligence (AI).
  9. Venture & TechnologyFederal Government Moves to Harmonise Regulation of Internet Platforms and Digital Services in NigeriaFederal Government Moves to Harmonise Regulation of Internet Platforms and Digital Services in Nigeria
  10. EnergyFarm-In Agreements in Nigeria: Key Considerations for Licence Holders, Operators and InvestorsA farm-in agreement is an arrangement under which an incoming party (the farmee) acquires an interest in an upstream asset by undertaking specified obligations, typically by funding exploration activities, carrying certain costs or contributing technical expertise.
  11. EnergyOn NSIA's Technology Venture Capital StrategyWe provide some commentary on the Nigeria Sovereign Investment Authority’s (NSIA) technology venture capital strategy and the broader role that sovereign institutions should play in developing strategic sectors of the economy.
  12. EnergyThe Host Community Development Trust: Key Commercial IssuesA central issue concerns the scope of the powers of the Nigerian Midstream and Downstream Petroleum Regulatory Authority to issue the Midstream Petroleum (Host Communities Development Trust) Regulations 2024.
  13. FinancePayment Transaction Data Localisation in Nigeria: New CBN Rules and Their Legal ImplicationsWhile the CBN payment transaction data directive appears straightforward, its legal implications depend on how its key requirements are interpreted and operationalised in practice.
  14. Venture & TechnologyThe Legal Framework for Classified Information in Nigeria: Key ConsiderationsIt would be prudent for the Federal Government undertake a comprehensive review of the Official Secrets Act to ensure that it reflects contemporary national security, technological and governance realities.
  15. Venture & TechnologyData Localisation in Nigeria: Key Considerations for Cloud Service Providers and AI CompaniesNigeria does not yet have a single, economy-wide data localisation statute. Instead, the regime has developed incrementally on a sector-by-sector basis, through a combination of primary legislation, sectoral regulations, licensing conditions, and regulatory guidelines issued by agencies
  16. EnergyNERC Net Billing Regulations 2026: Commercial ConsiderationsThe Net Billing Regulations 2026 is not automatically applicable in states that have formally activated their independent regulatory markets under the Electricity Act 2023, like Lagos, and that SubCos created under the Delineation Order may not be bound by the Net Billing Regulations, 2026.
  17. Case ReviewsJOAs: The Stabroek Arbitration and the Limits of ROFR Protection in Upstream Joint VenturesThe arbitration arising from the Stabroek Block joint operating arrangements between ExxonMobil, CNOOC, and Hess Corporation (and the related Chevron acquisition) has emerged as an important structuring consideration for oil and gas lawyers and joint venture partners in drafting and negotiating upstream JOAs.
  18. EnergyThe Architecture of a Joint Operating Agreement: A Framework for Negotiation and ControlIn practice, a Joint Operating Agreement is the primary instrument through which control, risk, funding, and decision-making are allocated among private parties in a capital-intensive venture.
  19. EnergyNUPRC Model Concession Agreement (2025 Licensing Round): Back-In Rights, Cost Recovery and Key Negotiation Risks for LicenseesFor consortiums, independents, and international oil companies participating in the 2025 Oil Licensing Round, a comprehensive review of the legal and economic architecture of the NUPRC Model Concession Agreement (2025), issued pursuant to Section 85 of the Petroleum Industry Act 2021, is critical.
  20. EnergyFederal Government Allocates Additional Crude Oil Terminals to Swede Control Intertek LimitedThe CBN circular announces the Federal Government’s allocation of two additional crude oil export terminals to Swede Control Intertek Limited.
  21. FinanceData Reuse in Bank Financial HoldCos: CBN Ring-Fencing ConsiderationsAs a commercial matter, treating customer data as a group-wide asset to enable backend database pooling, shared cloud infrastructure, and unified “super-app” ecosystems offers undeniable operational efficiency. However, the new regulations on ring-fencing propose that such cross-company sharing must strictly satisfy specific data protection requirements regarding data reuse and data segregation.
  22. FinanceStandby Letters of Credit and the Limits of the Autonomy Principle: Lessons from Celestial Aviation v UniCreditThe Supreme Court’s decision in Celestial Aviation demonstrates that this autonomy is not absolute. In certain circumstances, public law considerations, particularly sanctions legislation, may prevent a bank from honouring an otherwise valid demand under a Standby Letter of Credit.
  23. EnergyAllocating Decommissioning Liability in Nigeria Mergers and Acquisitions Transactions: Key ConsiderationsDespite the apparent tension between these provisions, the more persuasive interpretation is that the regulatory intent is to impose a regime of strict liability on an assignee.
  24. FinanceThe PenCom-Dangote IPO Forbearance: Key Considerations for Pension Fund Managers & Employee Retirement SavingsAgainst this backdrop, the invocation of DIL’s historical track record as a proxy for investment safety raises questions of regulatory logic. Public institutions such as PenCom are under a continuing duty to exercise discretion in a manner that is rational, evidence-based, and capable of withstanding judicial scrutiny.
  25. EnergyFiring Up the Regulatory Intention Behind Section 317(8) & (9) of the Petroleum Industry ActViewed from this perspective, Section 317(8) and (9) is not intended to be a shield for refiners or a legal basis for prohibiting the issuance of additional import licenses. Rather, it is a tool for protecting the local refining industry when an active product shortfall occurs, not during a product surplus.
  26. FinanceVenture Capital in Nigeria: Regulatory Requirements for Foreign-Managed Funds Seeking Access to Pension and Institutional CapitalThe growth of venture capital in Nigeria has increasingly attracted foreign-managed funds seeking to deploy capital into the Nigerian market. However, while market entry is often the primary focus for such funds, a more consequential issue centers around access to domestic institutional capital, particularly pension funds and other regulated investors.
  27. FinanceBlind Trusts in Nigeria: Key Structuring ConsiderationsReflecting on a recent client engagement involving the structuring of blind trusts, we observed a common misconception that blind trust vehicles are primarily tools for illicit transactions. In reality, when properly implemented, a blind trust is a sophisticated instrument of transparency and compliance.
  28. FinanceThe Nigerian Overnight Financing Rate (NOFR) : Key Considerations for Corporate Borrowers.As designed, the NOFR is designed to serve as a transaction-based reference rate reflecting actual overnight funding conditions in the Nigerian money market. For corporate borrowers, this development is significant not because it immediately changes loan obligations, but because it signals a gradual shift toward benchmark-driven pricing of credit facilities.
  29. Finance11PLC vs Milan Industries Limited - Key Lending ConsiderationsThe facts and recent Supreme Court decision in 11PLC vs Milan Industries Limited are instructive for bank lenders. We highlight some key transaction considerations below.
  30. FinanceData controllers and Data Processors in Nigeria: Key Liability ConsiderationsThis article explains why the distinction is necessary, how it operates in practice, and the legal and commercial consequences of misclassification.
  31. FinanceWhat is a Venture Studio?Unlike traditional venture capital firms or incubators, venture studios function as active co-founders, originating business ideas, validating them, assembling teams, and deploying capital and operational support to launch companies in a structured and repeatable manner
  32. FinanceFintech Mergers and Acquisitions in Nigeria: Key Considerations for InvestorsIn this legal update, we draw on our recent mandates advising on fintech mergers and acquisitions in Nigeria to highlight the issues that are increasingly determining deal outcomes.
  33. EnergyNigeria’s Upstream Decommissioning & Abandonment Regulations 2026: Quick-Reference Compliance GuideThe Upstream Decommissioning & Abandonment Regulations 2026 explicitly details end-of-life responsibilities for all asset operators in Nigeria’s upstream patch. To streamline proactive governance and eliminate operational risks, we have provided below an easy-to-follow critical roadmap for Petroleum Prospecting Licence (PPL) and Petroleum Mining Lease (PML) holders in Nigeria
  34. Venture & TechnologyDrafting Privacy Consent Notices: A Nigerian Bank Case StudyThe consent notice above is a textbook example of bundled consent. When analyzed against the Nigeria Data Protection Act (NDPA), at least five critical compliance gaps emerge:
  35. InsightsLimited Liability Partnerships: Potential Structural Tax Leakage Under the Nigeria Tax Act 2025There appears to be a fundamental conflict between the fiscal treatment of Limited Liability Partnerships under the Companies and Allied Matters Act (CAMA) 2020 and the newly enacted Nigeria Tax Act 2025
  36. Venture & TechnologyThe General Application and Implementation Directive (GAID): Key Compliance UpdatesWe have received a number of clarifications from the NDPC regarding compliance with requirements of the The General Application and Implementation Directive (GAID).
  37. Venture & TechnologyPseudonymisation & Anonymisation as Tools for Managing Data Protection RiskIn this update, we explain the key differences, practical applications, and why understanding these concepts is critical for compliance with data protection laws.
  38. FinanceThe New 200M Minimum Capital for VCs in Nigeria - Market ConsiderationsOn 16 January 2026, the Securities and Exchange Commission (SEC) issued Circular No. 26‑1, raising the minimum share capital for venture capital (VC) fund managers in Nigeria from ₦20 million to ₦200 million.
  39. EnergySovereign Liability Exposure under Nigeria’s Space Economy Regulations - Key ConsiderationsThe decision to cap an operator’s insurance and indemnity obligations at USD 15 million under sections 39 and 40 of the Regulation on Licensing and Supervision of Space Activities, 2015, raises questions as to the extent of residual exposure borne by the Federal Government of Nigeria under international space law.
  40. Venture & TechnologyContractual Liability in Agentic Commerce: Key ConsiderationsIt appears that the end user will remain the economic principal in agentic commerce transactions, primarily because, it is the end user’s funds that are deployed, and it is typically the end user who authorises the AI agent to act within defined parameters, such as spending limits or merchant categories.
  41. FinanceCertificate of Capital Importation for Capital Goods and Equipment Imports into Nigeria: Key Considerations for Foreign InvestorsForeign investors entering the Nigerian market are often focused on company registration, tax compliance, and import approvals. However, one critical aspect that is frequently overlooked is the requirement to obtain a Certificate of Capital Importation (CCI) for the importation of capital equipment.
  42. Venture & TechnologyAgentic Commerce: Contractual Boundaries and Consumer Rights Under UK LawFrom a UK consumer law perspective, particularly under Section 62 of the Consumer Rights Act 2015 and Schedule 2, which govern unfair terms in consumer contracts, there are two key considerations.
  43. FinanceThe FIRS-DGFIP Memorandum of Understanding: Key Legal Considerations for NRSThe NRS is subject to strict confidentiality and secrecy obligations under Sections 142 and 143 of the Nigeria Tax Administration Act (NTAA), 2025. The general rule mandates the confidentiality and secrecy of all taxpayer information. Under Section 143, taxpayer information may only be shared in the following limited circumstances
  44. EnergyDangote Refinery and the Legal Test for Predatory Pricing: Key ConsiderationsIn the realm of competition law, predatory pricing is an illegal business strategy whereby a dominant operator intentionally reduces prices, often below the cost of production, with the goal of eliminating competitors from the market or preventing the expansion of competitors or entry of new competitors. While low prices are generally celebrated as pro-consumer, competition law draws a careful distinction between aggressive competition on the merits and exclusionary pricing by a dominant firm.
  45. InsightsJudicial Review in Nigeria: A Practical Guide for General CounselsFor General Counsels overseeing subsidiaries in West Africa or managing multi-jurisdictional risk, understanding the mechanics of judicial review in Nigeria is essential.
  46. Venture & TechnologyBuilding for the UK Market: Key Legal Considerations for African FoundersOne of the first regulatory flashpoints for founders is the issue of liability that cannot be excluded by law. Under the Consumer Rights Act 2015, businesses cannot contract out of core obligations, which include ensuring that goods are of satisfactory quality, fit for purpose, and as described
The ArchiveLooking for something older? Search every earlier analysis and firm announcement.

Case Studies

The work, in practice.

All 22 case studies
  1. 01Market entry in NigeriaEstablishing a tax-efficient, incentive-qualified Nigerian subsidiary.
  2. 02Doing business in NigeriaServing Nigerian enterprise customers without incorporating locally.
  3. 03Legal due diligence in NigeriaSeries A legal due diligence for a European-domiciled fund.
  4. 04Data protection in NigeriaCompliance audits and defensive litigation for a data controller.

Practice

Depth first. Then breadth.

Lean, senior teams across Financial Services, Technology & Media, and Infrastructure, where innovation, regulation and capital intersect.

Need a second opinion?
  1. 01

    Mergers & Acquisitions

    Transaction counsel for Nigerian deals, from structuring and negotiation through regulatory approvals and completion.

  2. 02

    Deal Structuring

    Designing the architecture of a transaction before it is papered: holding structures, consideration, tax efficiency, regulatory sequencing and exit.

  3. 03

    Private Equity Fund Formation

    Establishing private equity funds and their managers, from vehicle selection and SEC registration to limited partnership terms, carried interest and investor onboarding.

  4. 04

    Competition & Merger Control

    Merger notifications, FCCPC reviews and anti-trust compliance for consequential transactions.

  5. 05

    Privacy & Data Protection

    NDPA audits, compliance programmes and data localisation advisory for cross-border systems.

  6. 06

    Venture Capital & Funds

    Fund formation, institutional capital access and financing for founders and investors.

  7. 07

    AI Governance & Compliance Strategy

    Governance frameworks, risk assessments and compliance programmes for organisations developing or deploying artificial intelligence, aligned with data protection law and emerging regulation.

  8. 08

    Digital Infrastructure

    Cloud, connectivity and platform regulation for technology companies operating across Africa.

  9. 09

    Energy & Natural Resources

    Upstream agreements, licensing rounds, power-sector transactions and regulatory disputes.

  10. 10

    Arbitration & Dispute Resolution

    Commercial and investment arbitration, court litigation and pre-action strategy, from the first letter to enforcement of the award.

  11. 11

    Tax Litigation

    Contesting assessments and representing taxpayers before the Tax Appeal Tribunal and the appellate courts, from objection to final judgment.

    See the case study
  12. 12

    Securities Litigation

    Capital markets disputes before the Investments and Securities Tribunal and the courts, including investor claims, SEC enforcement proceedings and shareholder actions.

  13. 13

    Legal Due Diligence

    Independent diligence that turns a data room into a clear view of risk, price and protection.

    M&A
    Buy-side and sell-side review of title, licences, contracts, employment, disputes and regulatory exposure.
    Funds
    For limited partners assessing a general partner: the manager, fund terms, track record, governance and SEC compliance.
    See the case study

BH Ventures

Where the law becomes product.

Our technology accelerator for legal tech and compliance products. We build where our practice sees friction, turning legal know-how into software people use every day.

The Firm

In Nigerian parlance, a “Balogun” is the military general responsible for success in battle. “Harold” means the same in old English parlance. The name on our door is a promise to help our clients win.

Balogun Harold is a partner-led commercial law boutique with the focus and agility of a specialist practice and the sophistication of an international firm.

Our values

  • 01

    Candour

    Clear, unambiguous advice, communicated openly, so our clients can make informed decisions.

  • 02

    Urgency

    We act swiftly and decisively, so advice arrives while it can still change the outcome.

  • 03

    Discretion

    Every matter is handled in confidence. Sensitive information is protected at every stage.

  • 04

    Partner-led

    A partner is directly engaged in every matter, bringing experience, insight and accountability.

  • 05

    Strategic counsel

    Forward-looking advice that aligns legal strategy with our clients’ broader business goals.

  • 06

    Industry depth

    Legal expertise grounded in a working understanding of our clients’ industries.

  • 07

    The highest standards

    The strictest professional, ethical and technical standards. We start from the state of the art.

  • 08

    Lean teams

    Small, focused teams led by senior lawyers. Agility and depth, without unnecessary layers or cost.

  • 09

    Flexible, transparent billing

    Fees structured around your budget and resources, never a one-size-fits-all model.

Our philosophy

  1. 01

    Client success is first, second, and third.

  2. 02

    We see law not merely as a means of resolving disputes, but as an instrument for creating, protecting and transferring wealth.

  3. 03

    Legal advice is of little value if it is not clear, unconflicted, commercial, strategic, candid, and actionable.

  4. 04

    Time is always going to be of the essence.

  5. 05

    Excellence is the gradual result of continuous learning.

  6. 06

    Success comes, first from depth and then from breadth.

  7. 07

    Good lawyers follow the law. Great lawyers create exceptions.

  8. 08

    Great judgment comes from experience, hard work and a commitment to innovation.

Pro bono

Good advice should not depend on the ability to pay for it.

We take on a select number of pro bono matters each year and hold them to the same partner-led standard as every other mandate. We focus on work where sound legal advice can change an outcome: access to justice, non-profits and social enterprises, and public-interest policy.

Regulatory coverage

The regulators our clients answer to, and we appear before.

Filings, approvals, investigations and disputes across Nigeria's financial, capital markets, technology, media, energy, infrastructure and corporate regulators.

  • SECSecurities and Exchange Commission
  • CBNCentral Bank of Nigeria
  • NDPCNigeria Data Protection Commission
  • NITDANational Information Technology Development Agency
  • FCCPCFederal Competition and Consumer Protection Commission
  • NCCNigerian Communications Commission
  • NUPRCNigerian Upstream Petroleum Regulatory Commission
  • NMDPRANigerian Midstream and Downstream Petroleum Regulatory Authority
  • NERCNigerian Electricity Regulatory Commission
  • CACCorporate Affairs Commission
  • FIRSFederal Inland Revenue Service
  • ICRCInfrastructure Concession Regulatory Commission
  • NAICOMNational Insurance Commission
  • PenComNational Pension Commission
  • NGX RegCoNigerian Exchange Regulation
  • NFIUNigerian Financial Intelligence Unit
  • NIPCNigerian Investment Promotion Commission
  • NOTAPNational Office for Technology Acquisition and Promotion
  • NCDMBNigerian Content Development and Monitoring Board
  • NESREANational Environmental Standards and Regulations Enforcement Agency
  • BPPBureau of Public Procurement
  • NBCNational Broadcasting Commission
  • NFVCBNational Film and Video Censors Board
  • ARCONAdvertising Regulatory Council of Nigeria