Team size: Ten 

Significant select transactions that my legal team has been involved in over the past year include negotiating and concluding a USD$200 million corporate finance facility from African Export-Import Bank (Afreximbank) in favour of BUA Industries Limited (BIL) to support its expansion plan, and advising BUA Industries Limited in relation to the negotiation and execution of an EPC contract for the construction and installation of a 20MW solar power plant at the BUA Cement site in Sokoto State, Nigeria.

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

Corporate counsel play an indispensable role in strengthening corporate governance, particularly in light of the Companies and Allied Matters Act (CAMA) 2020 reforms and increased stakeholder expectations for transparency and ethical conduct. For instance, ensuring regulatory compliance and providing guidance in the context of CAMA requires that corporate counsel consistently advise board members on their fiduciary duties to the company, such as their duty of care and loyalty under CAMA, and on the interpretation of relevant statutory obligations, including the duty to convene annual general meetings for public companies and the duty to maintain the statutorily required minimum share capital. Corporate counsel also ensure transparency and ethical conduct by enhancing board effectiveness and structure in the context of CAMA and the Nigerian Code of Corporate Governance 2018, which, among other provisions, entrenches the principle of separation of powers, the appointment of independent directors, the implementation of internal controls and whistleblowing mechanisms, and the maintenance of financial integrity.

What strategies has your legal team adopted to manage disputes and mitigate risks in Nigeria’s dynamic business environment?

In view of the highly dynamic nature of Nigeria’s business environment, and in a bid to manage disputes and mitigate risks on behalf of the Group and its subsidiaries, my legal team consistently adopts proactive and strategic approaches that prioritise robust and clear documentation, round-the-clock regulatory compliance, and the incorporation and adoption of alternative dispute resolution (ADR) mechanisms. We ensure that, whenever we conclude transactions on behalf of the company, the terms of such transactions are clearly spelt out and agreed with the counterparties, thereby minimising the likelihood of disputes arising. We also ensure that relevant regulatory compliance obligations for the Group and its subsidiaries are always up to date to prevent any potential disputes with regulators. In the event of disputes, we ensure that it is clearly stated in contractual documentation that the parties must attempt amicable resolution through ADR options before resorting to litigation.

How do you advise on cross-border transactions and foreign investment, given Nigeria’s complex regulatory and dispute resolution landscape?

As you are aware, BUA Group is a multi-million dollar conglomerate with investments across most of the strategic areas of the Nigerian economy. Given the Group’s reputation and significant position, it continues to attract foreign investments and engage in several cross-border transactions. In such circumstances, where the Group or any of its subsidiaries has to be involved in these transactions, we always ensure that we have on our side the best professional advisers required to see these transactions to the finish line.

For instance, in terms of legal support, when concluding cross-border transactions, we ensure that we engage reputable legal advisers qualified to practise in the relevant foreign jurisdiction and with the required expertise to provide legal support. This also extends to navigating complex regulatory hurdles locally and internationally, where we always ensure that we have the best external support on our side. Our internal lawyers are also constantly sponsored to undergo training on navigating some of these complex jurisdictional legal and regulatory systems, as an add-on.

For dispute resolution in cross-border transactions, we always ensure that we agree on and adopt ADR options and internationally recognised neutral dispute resolution fora under our contracts with foreign counterparties.