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

At NG Clearing Limited (a related entity of the Nigerian Stock Exchange, now the Nigerian Exchange Group Plc), the most significant work undertaken by my legal team went beyond individual transactions and focused on building an entirely new financial market institution from ground-up via the creation of a market institution that did not previously exist in Nigeria and the wider West African region.

As a founding executive and General Counsel of NG Clearing, I co-led the establishment and operationalisation of West Africa’s first Central Counterparty Clearing House (CCP). This involved navigating and securing layered regulatory approvals, designing the legal and risk architecture from inception, and embedding international standards aligned with the International Organization of Securities Commissions’ (IOSCO) Principles for Financial Market Infrastructures in a domestic market context. A central deliverable was the drafting, negotiation, and securing of the Securities and Exchange Commission’s regulatory approval of Nigeria’s first CCP Rulebook, alongside the full suite of clearing, settlement, default management, and collateral documentation that underpins the country’s novel exchange-traded derivatives market.

Beyond documentation, the work required intensive market-wide engagement and confidence-building. I led my team on an extensive stakeholder sensitisation and capacity-building initiatives involving regulators, exchanges, banks, stockbrokers, custodians, and institutional investors – an essential process in introducing a new systemic risk-management framework into an emerging market.

We also successfully executed two strategic capital raises, attracting a carefully calibrated investor base, comprising leading Nigerian banks, a private equity firm, and the Nigeria Sovereign Investment Authority. These transactions required careful balancing of investor protection, regulatory imperatives, and long-term systemic stability considerations, given NG Clearing’s role as a systemically important financial market infrastructure.

In parallel, the legal team supported complex systems integration arrangements with securities and commodities exchanges, the Nigerian Interbank Settlement System Plc (NIBSS), clearing and settlement banks, and technology providers, ensuring operational resilience while managing legal, counterparty and regulatory risks. Collectively, these initiatives were transformative and reshaped Nigeria’s capital market infrastructure and also positioned the legal function not only as a strategic business partner, but as an architect of market stability and growth, rather than a transactional support unit.

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

Corporate counsel plays a fundamental role in strengthening corporate governance, particularly in an era of intense regulatory scrutiny and stakeholder involvement.

In my experience, effective governance is not achieved through compliance checklists alone, but through intentional design, ensuring that governance frameworks actually work in practice, with clarity of accountability, and a strong ethical culture.

As General Counsel and Company Secretary of NG Clearing, I worked closely with the Board and the Management team to design governance frameworks that reflected both the reforms of the Companies and Allied Matters Act (CAMA) 2020 and the expectations applicable to systemically important financial institutions. This included redefining Board and Committee responsibilities, embedding independent oversight, strengthening conflict management protocols, and ensuring that governance documentation translated into real decision-making discipline, rather than corporate aesthetics. In fact, guided by the IOSCO principles, governance inspired confidence across regulators, investors, clearing members, and market participants from day one.

I believe that corporate counsel should focus on consistently elevating Board engagement from procedural to strategic. For instance, as Company Secretary, while working closely with the Board and Committee leadership in crafting meeting agendas for deliberations, I ensured that these were forward-looking, risk-aware, and informed by regulatory and market realities. This approach strengthened fiduciary oversight and positioned the Board as an active steward of institutional resilience.

Corporate counsel should also aim to strengthen governance beyond the internal institutional frameworks. My governance perspective shaped my direct involvement in national reforms. Thus, beyond the company level, I contributed directly to national corporate governance and market reforms by serving on the Senate’s Technical Advisory Committee that drafted CAMA 2020 and also served as Vice Chair of the NESG–NASSBER (Nigerian Economic Summit Group-National Assembly Business Environment Roundtable) Working Group that drafted the Investments and Securities Bill, ultimately enacted as the Investments and Securities Act (ISA) 2025. These experiences reinforced my belief that corporate counsel must function as both institutional guardians and translators of reform, bridging legislative intent, regulatory expectations, and commercial execution.

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

For institutions operating at the intersection of capital markets, banking infrastructure, and payments systems, regulatory compliance cannot be reactive – it must be anticipatory and integrated.

At NG Clearing, we adopted an approach that embedded regulatory compliance into the organisation’s operational architecture, rather than treating it as a parallel or retrospective function. We conducted early impact assessments of CAMA 2020 and emerging securities and Central Bank regulatory developments that had potential impact on the business, translating legislative reforms into bespoke internal policies, governance frameworks, and operational workflows well ahead of formal enforcement timelines.

My direct involvement in the drafting processes for both CAMA 2020 and the ISA 2025 provided a unique vantage point. It enabled us to anticipate regulatory direction, prepare for ancillary regulations, and implement compliance measures that aligned not only with the letter of the law but with its underlying policy objectives.

Given NG Clearing’s systemic relevance, constructive regulatory engagement was central to our strategy. We maintained close working relationships with the Securities and Exchange Commission, the Central Bank of Nigeria, and other financial market regulators, prioritising transparency, regulatory confidence, and alignment of expectations across overlapping regimes.

We also placed deliberate emphasis on regulatory coherence, ensuring that obligations arising from different legislation, regulations and guidelines did not create friction points. This approach allowed the business to operate responsibly, innovate within clear risk boundaries, and maintain regulatory credibility in a rapidly evolving financial ecosystem.