Team size: Specialist in-house legal team (Banking & Finance / Capital Markets) comprising twelve (12) lawyers

Jurisdictions Covered:Nigeria (with extensive cross-border DFI and multilateral interfaces)

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

Over the past year, the legal team at InfraCredit has been central to structuring and executing several market-shaping infrastructure and structured finance transactions aimed at deepening Nigeria’s local-currency capital markets and crowding in long-term institutional capital. A defining theme of this period has been the increased sophistication of risk-sharing and blended-finance structures involving the development of finance institutions and multilaterals. The team led the legal work on multiple counter-guarantee and reinsurance arrangements with international partners to support long-dated infrastructure bond issuances and portfolio guarantees across energy, logistics, healthcare, and climate-aligned assets. These transactions required careful calibration of Nigerian law security, enforceability, and regulatory compliance, while aligning with multilateral credit, ESG, and governance standards.

We also advised on the execution of guaranteed infrastructure debt issuances in the domestic capital markets, where InfraCredit’s guarantees were instrumental in enabling issuers to achieve longer tenors and lower pricing than would otherwise have been possible. From a legal perspective, this involved managing the full lifecycle of the transaction, from early structuring and credit risk allocation through documentation, regulatory engagement with the SEC and trustees, and post-issuance monitoring.

In parallel, the team has supported the development and scaling of specialised financing platforms designed to unlock constrained segments of the market. These include blended-finance vehicles and warehouse-style facilities targeting renewable energy, construction finance, and mortgage-linked assets. The legal work extended beyond documentation to include governance design, ring-fencing of risks, intercreditor arrangements, and alignment with donor and DFI policy objectives. Across all these matters, the legal function operated not merely as a control function, but as a strategic enabler of execution, ensuring transactions were both innovative and legally robust in an increasingly complex regulatory and macroeconomic environment.

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

Corporate counsel now plays a central governance-shaping role, particularly in institutions operating at the intersection of public policy, private capital, and international development finance. At InfraCredit, this role extends well beyond compliance into institutional design, accountability, and trust-building with stakeholders. In the context of Nigeria’s evolving governance landscape, my focus has been on embedding decision-quality frameworks at board and management levels. This includes ensuring that risk appetite, delegated authorities, and transaction approval processes are clearly articulated and consistently applied — especially for complex guarantees and hybrid financing structures.

Given InfraCredit’s shareholder base and partnerships with DFIs and multilaterals, governance expectations are necessarily high. Corporate counsel acts as the translator between global best practices and local legal realities, ensuring Nigerian law structures meet international standards on transparency, ESG, and fiduciary oversight without becoming impractical or unenforceable. Importantly, governance is treated as a living system, not static documentation. The legal team supports continuous board education, periodic policy refreshes, and post-transaction reviews to ensure lessons learned feed back into institutional practice.

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 landscape has become increasingly detailed, requiring a shift from reactive compliance to anticipatory regulatory strategy. The legal team closely tracks developments under CAMA 2020, the Investments and Securities Act 2025, and relevant Central Bank directives, and stress tests transaction structures against emerging regulatory expectations at an early stage.

A particularly significant development for InfraCredit has been the extension of the SEC’s regulatory remit to credit enhancement providers under the ISA 2025, pursuant to which the SEC has recently issued new rules now applicable to InfraCredit. These rules are noteworthy in that they are premised on practices that have proven effective in InfraCredit’s operations as Nigeria’s pioneer domestic credit guarantee company, while seeking to create a broader regulatory framework capable of supporting additional market participants.

From a legal and governance perspective, this has required careful alignment of internal policies, capital adequacy considerations, disclosure standards, and ongoing reporting obligations with the new SEC regime, while preserving the commercial flexibility that underpins InfraCredit’s model. The legal team has played a central role in interpreting the rules, engaging constructively with regulators, and embedding compliance into transaction structuring rather than treating it as a post-execution exercise.

More broadly, regulatory compliance is approached not merely as an obligation, but also as an opportunity to reinforce market confidence. By aligning InfraCredit’s established operating model with the new regulatory framework, the legal function supports the replication of a proven credit enhancement structure, with the ultimate objective of crowding in greater volumes of private capital into long-term infrastructure projects.

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

Cross-border transactions involving Nigeria require a pragmatic balance between international investor expectations and local enforceability realities. My advisory approach begins with a clear assessment of which risks are bankable, which are mitigable, and which are deal-breakers.

In transactions involving DFIs and foreign investors, this often means structuring layered protections, combining Nigerian law security, offshore contractual protections, and risk-sharing instruments such as counter-guarantees or political risk mitigation. Dispute resolution mechanisms are carefully calibrated to ensure credibility for foreign investors while remaining practically enforceable against Nigerian counterparties.

Equally important is expectation management. Part of my role is ensuring that international partners fully understand Nigeria-specific regulatory processes, consent requirements, and timelines, thereby reducing friction and preserving trust over the life of the transaction.