Balogun Harold - Leading Commercial &amp; Corporate Law Firm

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

Insights

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

Do you need to file a Defensive Trademark? What are the Rules for Filing Defensive Trademarks in Nigeria

One of the more consistent intellectual property management strategies that global brands deploy to prevent a dilution of their trademarks and to increase the value of their trademarks is to file a Defensive Trademark. If you are thinking about preventing dilution and increasing the value of your trademark, you should consider filing a Defensive Trademark

March 16, 2023

Mini-Bid Licensing Rounds 2022 - A Highlight of the Bid Submission Regulations for Offshore Petroleum Prospecting Licenses in Nigeria

On December 21, 2022, the Federal Government of Nigeria through the Nigerian Upstream Petroleum Regulatory Commission (the “Commission”) announced licensing rounds for seven (7) offshore blocks covering an area of approximately 6,700 km2 in water depths of 1,150m to 3,100m. This legal update summaries the legal framework, bidding procedure and the eligibility requirements for participating in the licensing round.

December 28, 2022

Mini-Bid Licensing Rounds 2022 - A Highlight of the Bid Submission Regulations for Offshore Petroleum Prospecting Licenses in Nigeria

December 28, 2022

Avoiding Permanent Establishment Risk - Nigeria's New Dependent Agents Rule

Presidential Order 5 has thrown up an array of contracting structures between local promoters and foreign OEMs and partners looking to bid for government contracts. These contractual arrangements are increasingly subject to litigation both from a taxation point of view and from the standpoint of counterparty liability and risk. Nigeria wholly consumes foreign technology, and as such, it is expected that such collaborations will continue.

December 7, 2022

Conducting Layoffs in Tech Start-ups: What are the Rules for Nigerian Layoffs?

Layoffs are always going to be a tough decision for management but may also become necessary for the survival of an employer’s business. Depending on the factors giving rise to a management decision to conduct a layoff exercise..

November 9, 2022

409A Valuation: What is it? Why is it necessary and When would you need one?

As a tech founder, there are generally two types of company valuations that you would be involved with during the life of your startup. The first and the more common one is the venture investment valuation.

November 8, 2022

3.5GHz Spectrum Band Auction to Support 5G Deployment in Nigeria

The Nigerian Communications Commission (NCC) has commenced a public consultation in regard to the upcoming auction of the remaining lots of 2 x 100MHz in the 3.5GHz spectrum band to support 5G deployment in Nigeria

November 5, 2022

What is Spectrum Licensing?

A radio spectrum is the primary subject of spectrum licensing and as such, it does help to have a background knowledge of what a radio spectrum. In simple terms, a radio spectrum is an electromagnetic spectrum of wave frequencies useful for wireless communication. Radio waves are invisible and undetectable to human sense but lie at the heart of modern communications technology. Radio transmission technology involves electro-magnetic waves radiating outwards from one radio equipment to another.

November 5, 2022

Operational Guidelines for Representative Offices of Foreign Banks

Challenger banks now have a window to establish a representative office in Nigeria. This is because of the newly proposed CBN Guideline on the Regulation of Representative Offices of Foreign Banks in Nigeria (the “Regulations”).

November 4, 2022

What is a Permanent Establishment? Do you Have One?

If a foreign business has a Nigeria permanent establishment (PE) then the profits of the business that are attributable to that PE, either directly or indirectly, are chargeable to Nigeria tax.

November 4, 2022

New Digital Money Lender Regulations in Nigeria: Some Legal Issues

Nigeria’s consumer protection regulator, the FCCPC, recently published a Limited Interim Regulatory/Registration Framework for Digital Lending (“Regulation”)[1] with the intent to regulate digital lenders in Nigeria.

August 25, 2022