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Share Purchase Agreements (SPAs) serve as critical risk allocation tools in corporate transactions, governing the transfer of company shares between buyers and sellers. This article examines the key legal risks inherent in SPAs and explores the protective mechanisms—including representations and warranties, indemnities, conditions precedent, and escrow arrangements—that parties employ to safeguard their interests throughout the transaction lifecycle.

A merger or acquisition is the most significant corporate transaction that any business will undertake. Therefore, due diligence is an essential component in this process that must be considered.

Nigeria's tax landscape has undergone a fundamental shift with the enactment of the Nigeria Tax Act, 2025, which consolidates the country's core federal tax laws into a single unified framework. This reform introduces significant changes to how mergers and acquisitions are structured, priced, and executed, including the integration of capital gains into the income tax regime, revised exemptions for share disposals, and the introduction of taxation for indirect transfers.

The Securities and Exchange Commission ("SEC") recently released the Rules on the Issuance and Allotment of Private Companies' Securities (the "Rules").

In spite of the lines and borders dividing African states, trade and commerce continue to bind African economies together, as countries grow beyond the resources within their borders and ideas thirst...

The most common forms of private equity ("PE") transactions in Nigeria have traditionally been leveraged buyouts (by way of share or asset acquisitions), and expansion/growth capital.

The Nigerian Court of Appeal (Lagos Division) recently quashed the decision of the (trial) Federal High Court and held that the non-registration of a technology transfer agreement

The Federal Competition and Consumer Protection Act 2018 (FCCPA), enacted in 2019, governs merger review and approval in Nigeria.

Data protection has evolved from a peripheral compliance issue to a core transaction risk factor in Nigerian M&A. With the Nigeria Data Protection Act 2023 and heightened regulatory enforcement...

The Nigerian energy sector harbors a powerful yet invisible force: the Shadow Director. Operating beyond formal boardroom appointments, these figures wield massive influence over corporate decisions...

Corporate and commercial law encompasses a wide range of legal services that cater to the needs of businesses, from small enterprises to multinational corporations.

Companies are formed for many reasons, with the intent that they flourish, be profitable and by staying as a going concern, able to generate returns on investment for the shareholders, continue to be an employer of labour.

In recent years, Nigeria’s Mergers and Acquisitions (“M&A”) landscape has witnessed notable growth, driven by increasing investor confidence, regulatory reforms, and the strategic consolidation of businesses across sectors such as banking, financial services, energy, telecommunications, healthcare, and technology.

In Nigeria, mergers by private or public companies are principally regulated under the Investments and Securities Act 2007 and the SEC Rules.

With the increasing desire for expansion of businesses and development in the corporate world, companies engage in highly sophisticated corporate restructuring options to remain relevant.

It is unarguable that historically, Nigeria has not really leveraged its bountiful and well-endowed real estate (RE, 923,768 km² land mass) as a veritable factor of production to drive economic growth and prosperity.

In the dynamic landscape of modern corporate finance, leveraged buyouts ("LBOs") have emerged as a powerful tool for corporate restructuring and value creation. 

The principal legislation regulating mergers, acquisitions and takeovers ("mergers") in Nigeria is the Federal Competition and Consumer Protection Act 2018 (including the regulations...