Balogun Harold - Leading Commercial &amp; Corporate Law Firm

Pre-Series Financing: Key Insights for Founders

We find that some startups attach the “Pre-” label to a funding round because they didn’t secure the full target amount or feel the amount raised doesn’t align with what’s typically associated with that stage. But what does it really mean, and when should you use it?

November 23, 2024

The CBN FX Code: Moving From Rules to Principles

The introduction of the draft CBN FX Code marks a significant milestone in Nigeria’s foreign exchange market regulation as it signifies a shift away from a regulatory approach that is largely rules-based toward a more dynamic, principles-based regulatory approach. Effectively,

October 22, 2024

How VCs Support Start-Ups Post-Investment

It’s often overlooked but venture capital is more than just a financial investment—it’s a partnership that fuels growth. Beyond the cash infusion, VCs provide critical post-investment management support to help startups achieve critical product and revenue milestones. So, what should you expect from your VC after closing a round?

October 12, 2024

The CBN FX Code: Key Principles

The draft FX Code, issued by the Central Bank of Nigeria (CBN) in October 2024, establishes a set of principles designed to promote a robust, fair, and transparent foreign exchange market. The FX Code seeks to enhance the integrity and efficiency of the Nigerian wholesale foreign exchange market.

October 10, 2024

Intermediary Liability: Legal Considerations for Tech Platforms in Nigeria

Intermediary liability, as a legal and policy concern, raises the question: To what extent should tech platforms bear financial or criminal responsibility for the online actions or omissions of their users? As digital platforms continue to reshape industries and societies, this issue lies at the heart of balancing innovation with accountability

September 30, 2024

Software as a Service in Nigeria: Some Commercial Issues

When global companies offer Software as a Service (SaaS) in Nigeria, they encounter distinct commercial challenges shaped by the country’s unique legal, economic, and business landscape. From navigating regulatory compliance and overcoming payment barriers to addressing data protection requirements and managing infrastructure limitations, these issues present significant hurdles.

September 25, 2024

Legal Update

Cape Town Convention Practice Directions

Nigeria’s recent classification by the Aviation Working Group (AWG) ranks at a medium level, two tiers below the high and very high categories. In this update, we explore the key factors behind Nigeria’s medium-level ranking and outline the essential milestones needed to achieve a higher-level classification.

September 23, 2024

Infrastructure, Power & Energy

A Primer on Construction Financing in Nigeria

Construction financing refers to a short-term loan specifically used to fund the construction of a building or other real estate project. For real estate developers in Nigeria, this financing is essential during the construction phase when the project generates little or no income but requires significant capital to cover costs like land acquisition, materials, labor, permits, and other expenses.

September 7, 2024

Case Reviews

Central Bank Immunity and Fundamental Human Rights: Matters Arising

A recent court decision, Chris vs. CBN, raises important questions regarding the doctrine of central bank immunity in Nigeria. In this case, the Court upheld a new central banking regulation (“Regulation 6a”) that requires Nigerian banks to collect customers' social media account details as part of standard Know Your Customer (KYC) procedures. The Court based its decision on the fact that Regulation 6a was issued in good faith.

September 3, 2024

Infrastructure, Power & Energy

JCT Standard Form Contracts: 2025 Updates

On August 21, 2024, the Joint Contracts Tribunal (JCT) published 2024 updates to the Standard Building Contracts and associated sub-contracts suite. This follows the release of earlier updates, such as the Design & Build Contract, Minor Works Contracts, and Intermediate Building Contracts

September 1, 2024

Case Reviews

Social Media Handles & Data Privacy Rights of Bank Customers

In a recent judgment, a Nigerian Court upheld a new central banking regulation requiring banks to collect customers' social media account details as part of standard Know Your Customer (KYC) process. Additionally, the Court offered some side remarks on the data privacy rights of bank customers in relation to social media handles, raising concerns about the validity of these observations. This legal update assesses those obiter remarks within the framework of data privacy and constitutional law.

August 30, 2024

Private Equity Investments in Private Companies – Financial Assistance Considerations

The prohibition of financial assistance to private equity firms and other equity investors is probably the most important legal barrier to the growth of the local leveraged buyout market. With the passage of the Companies Act in 2020, private companies in Nigeria can now legally provide financial assistance to private equity firms and strategic investors in connection with an acquisition of their shares.

August 19, 2024

Some Compliance Learnings from FCCPC's $220 million fine on Meta

Until FCCPC's Decision imposing a $220m fine on Meta has been successfully appealed, the legal principles enumerated in the decision as well as the conclusions reached therein are generally legally binding on businesses operating in Nigeria. Without a doubt, the Decision has wide-ranging implications for tech companies and online platforms, operating in digital markets in Nigeria. In this client update, we highlight some of the key learnings from the Decision.

August 15, 2024

Key Competition Law Considerations for SaaS Suppliers and SaaS Resellers in Nigeria

A growing area of regulatory risk for SaaS resellers and SaaS suppliers involves the requirement and enforcement of resale price maintenance in SaaS Agreements. Under Nigerian competition law (the “FCCP Act”), contractual clauses which stipulate the price which any goods or services must be resold are generally void and unenforceable. Parties to the such contract can also be the subject of a regulatory investigation and a potential imposition of fines by (the “FCCPC”).

August 14, 2024

FCCPC fines Meta Platforms Inc & Whatsapp LLC $220 million

The FCCPC’s decision (the "Decision") to impose a $220,000,000 fine (the "Fine") on WhatsApp LLC ("WhatsApp") and Meta Platforms Inc. ("Meta") warrants an appellate review due to its unprecedented nature. This Decision affirms the powers of a competition regulator to investigate and penalize breaches of local data privacy regulations (the "NDPA/NDPR"), marking a significant development in Nigeria's data privacy jurisprudence.

August 13, 2024

Infrastructure, Power & Energy

NERC Shifts Nigerian Electricity Market to Bilateral Trading

The Nigerian Electricity Regulatory Commission (NERC) has directed the Nigerian Bulk Electricity Trading Company (NBET) to stop entering into new contracts for purchasing and reselling electricity or ancillary services.

July 27, 2024

A Primer on Hell or High Water Clauses in Aviation Leases

"Hell or high water clauses" are a standard fixture of aviation leases and it appears that courts will generally enforce "hell or high water clauses" in aviation leases, in the absence of extenuating factors. This legal update provides a primer on hell or high water clauses as relates to aviation leases under English Law.

May 23, 2024

Proposed New Rules on the Issuance and Allotment of Private Companies: Some Legal Considerations

The Securities & Exchange Commission (the “SEC”) is seeking to regulate debt issuances by private companies and has recently published a draft of the new ru...

May 14, 2024

Article

Assessing Key Man Risk for Limited Partners in Africa-focused Private Equity Funds

Limited partners investing in Africa-focused private equity and venture capital funds are increasingly prioritising key man risk, as evidenced by several recent opinions we've issued on the topic. In one of those cases, a key man in a private fund departed to set up his own fund with a similar investment thesis. A dispute then arose as, to the extent to which the key man could legally leave the fund as well as establish a fund with a similar investment strategy.

May 13, 2024