The 2026 Shift: Recent Tax and Securities Legislation Impacting the Onshore Footprint of Offshore Private Equity and Venture Capital Funds

Raising Money via Securitizations: Key Considerations for Startups

Contrary to common belief, the financing round following a Series A financing need not be a Series B equity financing. In between one equity financing round and the other, it is often prudent for founders to explore other innovative strategies for raising capital.

September 28, 2023

FX Liquidity: Driving Growth through Non-Resident Accounts

In this update, we reflect on some learnings from recent corporate financing and fund formation transactions in sharing some insights around the need for Nigeria's central bank to review its rules around the operation of non-resident accounts.

September 25, 2023

Policy Update

Foreign Direct Investments in Nigeria - Policy Updates: 2024/25

Compared to other African countries, Nigeria has one of the most investment-friendly laws and continues to be an attractive destination for foreign direct inves...

September 15, 2023

Venture Capital Portfolio Roll-Ups Can Refine Exit Strategy in Africa

Portfolio add-ons and roll-ups are a great way for venture capital funds focused on tech companies in Africa to qualify an existing portfolio for an IPO, grow revenues, lower costs and improve an underperforming portfolio

September 10, 2023

Immunity of the Central Bank: Legal Issues Arising

The recent suspension and subsequent arrest of Nigeria’s central bank Governor and some Deputy Governors, as well as the appointment of an independent panel to ...

September 10, 2023

Explainer

Anton Piller Orders - A Powerful Tool to Protect your Intellectual Property

When an employee or vendor steals your intellectual property or another company monetises your trademarks, patent or intellectual property rights, without your consent, one of the legal strategies that can be used to checkmate such illegal activity is to get an Anton Piller order from the courts

September 4, 2023

Doing Business in Nigeria Using Joint Venture Structures

Joint ventures have proven to be a highly resilient market-entry structure for conducting business in Nigeria. These strategic partnerships allow foreign busine...

September 4, 2023

Legal Updates

Finance Act 2023: Key Updates to Nigeria's corporate tax regime

This legal update provides a high-level summary of the changes made by the Finance Act 2023 which became effective as of May 1, 2023. Businesses are advised to ...

September 4, 2023

Is Web Scraping Illegal in Nigeria?

This legal update highlights some key legal issues for web scraping companies in Nigeria, based on a recent client engagement.

September 3, 2023

Infrastructure, Power & Energy

Legal Updates

Carbon Trading in Nigeria: Key Considerations for Investors

The carbon trading market is finally taking off in Nigeria. There are at least 5 regulatory developments which support this conclusion. First, is the publication of the revised National Policy on Climate Change (2021-2030)

September 3, 2023

A Highlight of the Key Protections for Private Asset Management Companies

The Bank and other Financial Institutions Act 2020 (the "BOFIA 2020") provides a number of protections for Private Asset Management Companies in Nigeria. In 2017, Nigeria's Central Bank ( the "Central Bank") proposed a legal framework for licensing Private Asset Management Companies ( the "PAMC Regulation").

August 19, 2023

Infrastructure, Power & Energy

Assignment or Transfer of License & Permit Regulations, 2023: Some Key Considerations for Investors

Petrol stations, pipeline companies, products storage, gas distribution & oil refining companies are now required to obtain regulatory consent for a change of their names and for a transfer/sale of their licenses or permits (“License”)[1]. This legal update highlights some of the key considerations for investors looking to acquire shareholding or other economic interests in the downstream and midstream sector in Nigeria.

July 13, 2023

Recent Changes to the Operation of Domiciliary Accounts in Nigeria

As part of efforts to unify the foreign exchange market in Nigeria, the Nigerian Central Bank recently announced changes to the operation of domiciliary accounts in Nigeria. This legal update summarizes the most recent changes to the operation of domiciliary accounts in Nigeria and provides a primer on the operation of domiciliary accounts in Nigeria.

June 20, 2023

Nigeria’s Central Bank Governor: Suspension & Immunity from Legal Actions - Matters Arising

A number of legal issues have been thrown up in the wake of the suspension of the Governor of Nigeria's Central Bank (the “Governor”) by Nigeria’s President and the subsequent arrest of the Governor by Nigeria’s State Security Services.

June 11, 2023

The Quincecare Duty of Care: Lessons for Nigerian Banks & Fintechs

The Quincecare duty is an implied legal duty of care placed on commercial banks, investment banks, fintechs[1] and other financial institutions (“Banks”) to refrain from executing a payment instruction where there are reasonable grounds for believing that, a payment instruction is given dishonestly or that such payment instruction is an attempt to misappropriate customer funds.

April 8, 2023

Bilateral Loan Agreements - A Highlight of Some Contractual Defences

A March 2023 decision[1] by the English Supreme Court regarding a $3billion bilateral loan granted by Russia to Ukraine in 2013, highlights the application of English contract law principles to bilateral loan agreements between sovereigns. In this case, Ukraine failed and has refused to repay the bilateral loan which was due for repayment in 2015. When Russia sued Ukraine for repayment of the bilateral loan, Ukraine set up 4 defences

April 7, 2023

Nigerian Eurobonds - Key Contractual Terms and Considerations for Investors

The possibility that a sovereign will default on its sovereign debt or will seek to restructure its sovereign debt to forestall the occurrence of a sovereign default, despite a perception of creditworthiness, is a very real one.

April 3, 2023

Bail-in Powers of the Central Bank of Nigeria - Key Legal Issues for Bank Creditors

The recent introduction by the extant Banks and other Financial Institutions Act 2020 ( the "Act") of Bail-in, as a tool for resolving bank insolvency, is a critical discussion point for the comity of international lenders, lending to Nigerian banks and other financial institutions. This is especially important given the wide implications that the Nigerian regulatory construct of the Bail-in procedure has for the contractual and property rights of bank creditors.

March 28, 2023

Turnover and Control Considerations for Merger Clearance in Nigeria

In a recent mergers clearance filing, which we undertook and successfully concluded on behalf of a South African Power and Infrastructure Conglomerate,[1] the FCCPC[2] agreed with our pre-notification submissions regarding the application of IFRS 10 towards the calculation of the relevant turnover. The object of the pre-notification submission was to, amongst others, avoid double-counting and to positively impact the amount payable as notification fees towards mergers clearance.

March 26, 2023

Which Banks & Private Equity Firms are exempted from Merger Clearance under Section 92(3)?

Section 92(3) of the Federal Competition and Consumer Protection Act ( the “Act”) suggests that, certain types of "acquisition" transactions by banks and private equity/ venture capital firms[1] (“Private Equity Firms") will be exempt from merger by the Federal Competition and Consumer Protection (the "Commission"/"FCCPC").

March 25, 2023