Team size: 55 

Jurisdictions your role covers: Nigeria, Ghana, Gambia, Sierra Leone, China, United Arab Emirates, United Kingdom, France, Kenya, Cote d’Ivoire. 

What are the most significant cases or transactions that your legal team has recently been involved in?

Over the past year, the Zenith Bank Group Legal function has been engaged in a broad range of complex, high-value, and strategically significant matters spanning cross-border expansion, capital markets, structured finance, technology transformation, and enterprise risk management. Our work has continued to evolve beyond traditional transactional support into a more integrated advisory role, partnering closely with the business to enable growth while safeguarding the group’s regulatory, reputational, and operational resilience.

One of the most significant matters undertaken by the team was Zenith Bank’s acquisition of Paramount Bank in Kenya. This transaction represented a critical milestone in the group’s East African expansion strategy and required the coordination of multi-jurisdictional legal, regulatory, and governance workstreams. The Legal team led the due diligence process, negotiated transaction documentation, and worked closely with regulators in Nigeria and Kenya to ensure compliance with applicable banking, competition, and foreign investment laws. The transaction also required careful alignment of post-acquisition integration frameworks, including governance structures, risk management protocols, and transitional service arrangements, to ensure continuity of operations and regulatory confidence.

In parallel, the Legal team played a central role in supporting Zenith Bank’s entry into new African markets, including Cameroon and Côte d’Ivoire. These expansion initiatives required detailed legal and regulatory mapping across diverse civil law and common law jurisdictions, each with distinct banking, exchange control, and licensing regimes. Our advisory role extended from initial market entry structuring and engagement with host regulators, to the establishment of local entities in Côte d’Ivoire and the adaptation of Group policies to local legal requirements. These projects underscored the increasing importance of cross-border regulatory strategy and the need for a harmonised yet locally responsive legal architecture across the Group’s African footprint.

Beyond expansion and M&A activity, the Legal team was deeply involved in one of the Group’s most significant technology transformation projects: the migration of the Bank’s core banking platform to Oracle’s Flexcube. This project presented complex legal and risk considerations, particularly during periods of service disruption experienced during implementation. The Legal function worked closely with the Technology, Operations, Compliance, and Corporate Communications teams to manage customer-related, contractual, and reputational risks. Our role included ensuring compliance with data protection and information security standards, advising on incident response obligations, engaging with regulators where required, and facilitating transparent and legally sound communications to reassure customers and other stakeholders. This engagement highlighted the increasingly critical intersection between technology, regulation, and consumer trust within modern banking operations.

In addition, the team advised on over ₦Naira300 billion in credit facilities advanced to customers in the aviation and shipping sectors. These transactions involved sophisticated security structures, asset-based lending considerations, regulatory approvals, and, in some cases, restructuring elements reflective of the volatility and capital intensity of these sectors. The Legal team worked closely with Credit, Risk Management, and external counsel to ensure that the Bank’s interests were adequately protected while enabling critical economic sectors to access financing.

Another notable transaction involved advising on a €30 million multi-sourcing general-purpose line of credit for a blue-chip corporate client. In this matter, the Legal team supervised the internal review and negotiation of all facility agreements between the Bank and the other participating financial institutions, ensuring consistency with Zenith Bank’s risk appetite, documentation standards, and regulatory obligations.

Collectively, these matters illustrate the breadth and depth of work undertaken by the Zenith Bank Group Legal function over the past year. They reflect a practice that is increasingly cross-border, multidisciplinary, and strategically aligned with the Bank’s growth ambitions, while remaining firmly grounded in risk management, regulatory compliance, and the protection of shareholder and stakeholder value.

What role does corporate counsel play in strengthening corporate governance in light of Nigeria’s recent reforms and stakeholder expectations? 

In the context of Nigeria’s evolving corporate governance landscape, corporate counsel occupies a pivotal role that goes beyond legal compliance to shaping institutional culture, accountability, and long-term value creation. Recent reforms, particularly under CAMA 2020, sectoral codes of governance, and enhanced regulatory scrutiny, have expanded expectations around board effectiveness, transparency, and stakeholder engagement. Within this framework, corporate counsel serves as both guardian and enabler of sound governance.

At Zenith Bank Plc, the Legal function plays a central advisory role to the Board and its committees, ensuring that governance structures, decision-making processes, and reporting frameworks align with statutory requirements and global best practice. This includes advising on directors’ duties, conflicts of interest, board composition, succession planning, and the integrity of board deliberations. Corporate counsel also ensures that governance is not treated as a box-ticking exercise but as a living system that informs strategy, risk appetite, and ethical conduct.

Importantly, stakeholder expectations, ranging from regulators and shareholders to customers and international partners, have become more sophisticated. Corporate counsel acts as a translator of these expectations into actionable governance mechanisms, embedding accountability, disclosure discipline, and sustainability considerations into corporate processes. In this sense, the role is anticipatory rather than reactive, helping institutions navigate reputational, regulatory, and fiduciary risks before they crystallise.

How is your legal team navigating Nigeria’s evolving regulatory compliance requirements, particularly under CAMA 2020, ISA 2025, and Central Bank directives? 

Nigeria’s regulatory environment has become increasingly dynamic, with overlapping reforms across company law, capital markets regulation, and prudential banking supervision. Navigating this landscape requires an integrated, forward-looking compliance strategy rather than siloed legal responses. The Legal team at Zenith Bank has adopted a proactive approach centred on regulatory intelligence, cross-functional collaboration, and institutional resilience.

Under CAMA 2020, the Legal function has been instrumental in aligning corporate structures, governance documentation, and internal policies with new statutory requirements, including those relating to beneficial ownership, company secretarial practices, and enhanced disclosure obligations. This has involved close engagement with the Company Secretariat and the Compliance and Risk functions to ensure seamless implementation without operational disruption.

With respect to capital markets regulation, the transition towards the ISA 2025 framework has required careful anticipation of emerging obligations around market conduct, disclosures, and investor protection. The Legal team works closely with Treasury, Investment Banking, and Compliance units to interpret regulatory guidance, assess transaction structures, and ensure that capital market activities meet both the letter and the spirit of the law.

Central Bank directives continue to be a critical focal point, given their frequency, immediacy, and prudential impact. The Legal team plays a key role in interpreting circulars, guidelines, and supervisory communications, advising on their legal effect, and supporting timely implementation across business units. This includes balancing regulatory compliance with commercial objectives while ensuring consistency with the Bank’s risk appetite and governance standards.

Across all these regimes, a defining feature of our approach is early engagement with regulators, robust internal communication, and continuous capacity building within the Legal team. By positioning Legal as a strategic partner rather than a gatekeeper, we have been able to navigate regulatory change not as a constraint but as an opportunity to strengthen institutional trust, operational discipline, and long-term sustainability.