After a clause by clause consideration and voice vote on the report of its Trade and Investments Committee, the Nigerian Senate passed the Companies and Allied Matters Act (CAMA) Amendment Bill (A Bill for an Act to Repeal the Companies and Allied Matters Act, 2004 Cap. C20) on 15th May 2018. The Bill now awaits Presidential Assent.
After 27 years of the operation of CAMA, without modification, the Bill is being touted as “one of the most important legislations” in Nigeria and a “pro-business law” legislation. The changes are aimed at making Nigeria’s business environment competitive.
1. Nigerians and foreign investors can now register limited liability partnerships.
2. The requirement for at least 2 shareholders or directors is no longer compulsory for small companies, as a single individual can now establish a private limited liability company.
3. Small companies no longer require company secretaries or to hold AGMs.
4. Minimum share capital has been reduced. The Bill also proposes to establish a minimum issued share capital; this provision is applicable to both public and private companies, thereby enabling the payment of stamp duties only on the issued share capital and not the entire authorized share capital.
5. Companies will be allowed to reduce their share capital, by passing a special resolution without the usual practice of applying to the courts, for a confirmation of the reduction.
6. Beneficial holders of shares must now disclose the interests of others in the shares.
7. Persons being proposed for appointment as directors of public companies must now disclose other directorships.
8. Business rescue proceedings (proceedings to facilitate the rehabilitation of a company that is financially distressed) now provided for. The Bill has introduced a company insolvency regime which will no longer focus on a company’s demise, but on its rescue.
9. Companies will now be permitted to provide financial assistance to their shareholders under the new Bill.
10. The Bill has provisions which exempt small companies from appointing auditors:
Overall the Bill aims to reform business, promote the use of technology, remove all unnecessary regulations for small companies and encourage start-ups with less stringent provisions. Undoubtedly, adoption of the changes will also boost Nigeria’s ranking the World Bank Ease of Doing Business index, Click here for the full story.
We will publish a comprehensive review of the Bill soon. Watch this space.
Our Managing Partner, Dr. Babatunde Ajibade, SAN, FCIArb is the Guest Speaker at the Governance Breakfast Session of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), Abuja Chapter, scheduled to take place on 10th May, 2018 at the Chelsea Hotel, Abuja.
Dr. Babatunde Ajibade, SAN will be speaking on the topic “Corporate Structuring and Corporate Governance: The Implications for the Capital Market”.
The Governance Breakfast Session is a quarterly event organized by ICSAN’s Abuja Chapter as part of its training programme for members of the Institute.
In February 2018, S. P. A. Ajibade & Co., in collaboration with the Global Legal Hackathon hosted the very first Legal Hackathon in Lagos, Nigeria. The event took place in 21 countries, 40 cities across 6 continents concurrently, from 23rd - 25th February 2018.
S. P. A. Ajibade & Co., is pleased to announce that Nigeria’s Team Lemon has been selected as one of fourteen finalists and only team from Africa to proceed to the final round of the competition. The Team’s LemonAid project aims to electronically facilitate access to criminal justice by decreasing the turnaround time for delivery of Pro-bono legal services. Final presentations will be held at a gala in New York on 21st April 2018 and the global winner announced thereafter.
Please see the link below for the list of the GLH finalists.
Our Managing Partner, Dr. Babatunde Ajibade, SAN, FCIArB, has been appointed to serve as a Judge of the forthcoming London Court of International Arbitration pre-moot competition.
The pre-moot competition is scheduled to take place in London at the London School of Economics, New Academic Building from the 10th to 11th of March 2018.
The competition is aimed at stimulating the participating teams and provide an opportunity for them to identify the strengths and weaknesses of their arguments and styles and to improve their performances in preparation for the finals in Vienna. Dr. Ajibade is expected to bring to bear his extensive Arbitration experience.
Our Dr. Babatunde Ajibade, SAN, FCIArb has been added to the list of Arbitrators of the Mauritius International Arbitration Centre based in Cybercity, Ebene, Mauritius. Known as the LCIA-MIAC Arbitration Centre, the centre is a product of the partnership between the Government of the Republic of Mauritius, the prestigious London Court of International Arbitration (LCIA) and the Mauritius International Arbitration Centre Limited (MIAC).
With this appointment, Dr. Ajibade is now part of the exclusive list of Arbitrators to be selected by parties seeking resolution of their commercial and international disputes at the centre.
The International Chamber of Commerce has appointed Dr. Babatunde Ajibade, SAN, FCIArb as Vice Chair to its Commission on Arbitration and ADR (its leading think thank and rule-making body for international dispute resolution), for a three-year term.
Dr. Babatunde Ajibade is amongst the 11 new vice chairs formally appointed to the Commission by ICC Secretary-General John Danilovich, following a proposal by Commission Chair Carita Wallgren-Lindholm in consultation with the ICC International Court of Arbitration and its Secretariat.
The appointees come from different countries across four continents and are expected to bring “fresh impetus to the table representing a diverse range of geographical, professional and personal profiles”.
Our Managing Partner and Head of our Dispute Resolution Practice, Dr. Babatunde Ajibade, SAN, FCIArb, has been appointed a Director of the Lagos Chamber of Commerce International Arbitration Centre (LACIAC).
With this appointment, Dr Ajibade, SAN, is expected to bring his wide range of experience in international arbitration practice to bear on the activities of LACIAC. By this appointment, Dr Ajibade, SAN, can also be appointed to serve as an arbitrator in investment disputes submitted to the LACIAC for resolution.
LACIAC is an independent full service alternative dispute resolution centre that focuses on the provision of tailored dispute management solutions, assisting businesses not only in the resolution but in the management of dispute.
The firm wishes Dr. Babatunde Ajibade a successful tenure on the board of LACIAC.
The Firm’s Associate, Mrs. Ayodele Adeniyi, was recently appointed Financial Secretary of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), Abuja Chapter.
The appointment is for a term of two years and took effect from 16 th November, 2017.
The Firm’s Managing Associate, Mrs. Bolaji Gabari, was recently appointed Vice Chairman of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), Abuja Chapter.
The appointment is for a term of two years and took effect from 16th November, 2017.
Our Managing Partner, Dr. Babatunde Ajibade, SAN, was recently appointed as the African Regional Forum Liaison Officer of the International Bar Association’s Law firm Management Committee. His appointment is for the period starting 1st January 2018 and will end 31st December 2019.
Dr. Ajibade has also been appointed as the Conference Coordinator for the African Regional Forum. With these appointments, the IBA has made an exception to its rule that an individual should not hold more than one officer position.
We are delighted that Dr. Ajibade is able to serve the IBA in these capacities.
In collaboration with the Presidential Enabling Business Council (PEBEC) for the promotion of transparency and efficiency in the business environment, the National Office for Technology Acquisition and Promotion (NOTAP) held a one day interactive session which held on 12th December 2017 to:
NOTAP, in a bid to enhance indigenous technological competences in Nigeria, has developed the NOTAP-Industry Technology Transfer Fellowship (NITTF) a Public-Private Partnership (PPP) platform designed to educate and train Nigerians through special PhD programs tenable in Nigerian Universities. NOTAP also recently partnered with PZ Cussons Nigeria Plc to upgrade the chemical laboratories of three research institutions including UNICAL. This was commissioned in a bid to upgrade technology facilities and to ensure that indigenous products and services are developed and utilized. The Director General of NOTAP stated that over 90% of the technologies powering the Nigerian economy are foreign, which was appalling for a country striving for development. NOTAP is currently seeking out more partners to facilitate the development of indigenous technology. In addition to these impressive strides, NOTAP has been mandated to assist in patenting all inventions and innovations originating from local universities and tertiary institutions. So far, NOTAP has successfully assisted in patenting more than ten (10) inventions developed by various institutions of higher learning in Nigeria.
Dr. Babatunde Ajibade, SAN FCIArb and Kolawole Mayomi recently made a contribution to GAR know-how on the recognition and enforcement of arbitral awards in Nigeria. The commentary gave answers to commonly asked questions on the knotty issues that surround the enforcement of foreign and local arbitration awards in Nigeria. The insight also gave case law examples to clarify some of the questions and explained the practicalities of the enforcement process. It is hoped that this publication will be of guidance to practitioners in other jurisdictions seeking to recognise and enforce an arbitral award in Nigeria.
An electronic version of the GAR know-how contribution can be viewed for free at: http://globalarbitrationreview.com/jurisdiction/1004839/nigeria
We are pleased to announce that S. P. A. Ajibade & Co., in collaboration with Alliances for Africa, the Institute for Human Rights and Development in Africa (IHRDA), the Nigerian Women Trust Fund and with funding from Open Society Initiative for West Africa (OSIWA) acted as representatives to the Plaintiffs in the case of Dorothy Chioma Njemanze & 3 Ors. v. Federal Republic of Nigeria – ECW/CCJ/APP/17/14, wherein the Community Court of Justice of the Economic Community of West African States (the Court) recently gave a landmark decision on gender based violence.
The facts of the case centred on the arrest, illegal detention, violent, cruel, inhuman, degrading and discriminatory treatment meted out to the Plaintiffs on different occasions by the law enforcement agents of the Abuja Environmental Protection Board (AEPB), the Nigerian Military, and the Nigerian Police.
In its Judgment, the Court held inter alia, that the failure on the part of the Nigerian Government to recognise, promote and protect the rights of the Plaintiffs and the failure to take measures to give effect to the rights of the Plaintiffs constitute multiple violations of Articles 1, 2, 3, 5 and 18(3) of the African Charter on the Human and Peoples’ Rights, Articles 2, 3, 4(1) & (2), 5, 8 and 25 of the Protocol on the African Charter on Human and Peoples’ Rights on Rights of Women in Africa (Maputo Protocol), Articles 2, 3, 5(a) and 15(1) of Convention on Elimination of all Forms of Discrimination Against Women (CEDAW), Articles 2(1) & (3), 3, 7, 26 of International Convention on Civil and Political Rights (ICCPR); Articles 10, 11, 12, 13 and 16(1) of the Convention Against Torture and Other Cruel, Inhumane or Degrading Treatment or Punishment (CAT); and Articles 1, 2, 5, 7 and 8 of the Universal Declaration of Human Rights (UDHR).
Furthermore, the Court held that the treatment which the Plaintiffs received at the hands of agents of the AEPB, the Nigerian Police and the Nigeria Military constitute gender based discriminatory treatment contrary to Articles 2, 3 and 18(3) of the African Charter on Human and Peoples’ Rights, Articles 2 and 8 of the Protocol to the African Charter on Human and Peoples’ Rights on the Rights of Women in Africa of Articles 2, 3 and 15(1) of the Convention on the Elimination of All Forms of Discrimination Against Women, Articles 2(1), 3 and 26 of the International Covenant on Civil and Political Rights and Articles 2 and 7 of the Universal Declaration of Human Rights.
The Court also held that the branding of the Plaintiffs as “prostitutes” violates the rights and dignity of the Plaintiffs and amounts to gender discrimination. The mere fact that a woman is out at night is not proof that she is a prostitute and there is no rule that restricts the time a woman should go out. The Court was of the view that the totality of the conduct of the law enforcement agents of the AEPB, the Nigerian Military, and the Nigerian Police clearly showed that the operations were targeted solely at women.
The Court further held that the treatment meted out to the Plaintiffs by the law enforcement agents constitutes cruel, inhuman, degrading, and discriminatory treatment; and that the failure and/or refusal of the Government to investigate, discipline and prosecute the persons responsible for the violations of the Plaintiffs’ Rights, is a violation of the Government’s assumed obligations under international law.
The sum of Six Million Naira (N6, 000,000) each was awarded to the 1st, 3rd and 4th Plaintiffs as damages. However, the claim of the 2nd Plaintiff was held to be statute barred by the Court and dismissed. Notably, this is the first ever pronouncement of a Regional Court in Africa, on women’s human rights relying on the Protocol on the African Charter on Human and Peoples’ Rights on Rights of Women in Africa (Maputo Protocol).
We are optimistic that this decision will encourage the Nigerian government to take more steps in protecting the rights of women, review all laws and policies that promote gender based violence and discrimination of the rights of women and re-orientate institutions that were established for the protection of all persons, to ensure the realisation of their mandates. S. P. A. Ajibade & Co., lauds the work of Alliances for Africa, the Institute for Human Rights and Development in Africa, the Nigerian Women Trust Fund and the Open Society Initiative for West Africa.
Our John Onyido and Yetunde Okojie contributed a chapter on Copyright Law in Nigeria in the recently published International Comparative Legal Guide to Copyright 2018 (ICLG) 4th edition. We have addressed preliminary and foundational issues relating to copyright subsistence, ownership and exploitation, copyright enforcement, criminal offences in copyright law as well as some current developments in the law in Nigeria. We hope you find the contribution useful and informative, and we welcome your questions or insights.
An electronic version of the Chapter on Nigeria can be viewed for free at:
All questions, queries or inquiries should be directed to: John Onyido via e-mail at: email@example.com or Yetunde Okojie via e-mail at: firstname.lastname@example.org
“Mondaq recently conferred on S. P. A. Ajibade & Co an award for the Contributor With Most Popular Article in Nigeria for the month of August. Mondaq is one of the largest global advisory content suppliers which publishes thousands of articles from over 80 countries around the world, through various distribution networks. To view this article, please click this link Copyright Collective Rights Management In Nigeria”.
Every month Mondaq publishes hundreds of articles by contributing firms from over 80 countries around the world. Award winners beat off strong competition and Mondaq extends our congratulations for the following award.
During the Month of August 2017
Copyright Collective Rights Management In Nigeria (Nigeria) from S.P.A. Ajibade & Co. won the award for this category.*
At the end of every month, for each country, Mondaq analyses which articles were read the most by our registered business readers: 'The Most Popular Article' . . . Read more
“SPA Ajibade recently partnered with African Law and Business (ALB) and Hogan Lovells to provide the Nigerian Chapter of the ground-breaking Special Report on Investment in Africa 2017. You can access it online or via a pdf HERE.”
SPA Ajibade & Co recently provided the Nigerian chapter of the_ SPECIAL REPORT ON INVESTMENT IN AFRICA 2017_ , an extensive and innovative guide to the legal framework for investment in 23 African countries.
Produced by HOGAN LOVELLS and AFRICAN LAW AND BUSINESS (ALB), the Nigerian chapter of this publication provides potential investors with a country analysis and guidance on the investment landscape, including an overview of the local legal framework on matters such as local content rules, real estate ownership, taxation, dispute resolution, and employment.
Of particular note to investors is the guidance on Public/Private Partnerships (PPPs). The guide includes a detailed breakdown of PPP-related legislation in Nigeria.
In addition, it also breaks down the legal framework of four key investment sectors - finance, natural resources, power and infrastructure, and private equity. It also provides some in-depth insight on topical areas of interest including FinTech, international arbitration, bribery and corruption, and dispute resolution in Nigeria.
The report is an up-to-the-minute, comprehensive yet easy-to-read digest covering the legal implications for companies seeking to invest in Nigeria. To read the Nigerian report online.
“Our John Onyido and Yetunde Okojie contributed a chapter on Trade Mark Law in Nigeria in the recently published International Comparative Legal Guide to Trade Mark 2017 (ICLG) 6th edition. We have addressed preliminary and foundational issues relating to registration of trademarks, grounds of refusal of trademarks, oppositions, registrable transactions, revocation of trademark, defences to infringement, appeals, border control measures, domain name protection and registration as well as some current developments in the law in Nigeria. We hope you find the contribution useful and informative, and we welcome your questions or insights.
An electronic version of the Chapter on Nigeria can be viewed for free at: http://iclg.com/practice-areas/trade-marks/trade-marks-2017/nigeria
All questions, queries or inquiries should be directed to: John Onyido via e-mail at: email@example.com or Yetunde Okojie via e-mail at: firstname.lastname@example.org”
The Firm’s Associate, Ms. Ibidolapo Bolu, was recently appointed Secretary of the Mergers, Acquisitions & Corporate Reorganisations Committee of the Nigeria Bar Association’s Section on Business Law (NBA-SBL).
The appointment is for a term of two years and takes effect from 1st March, 2017.
The Firm’s Associate, Mrs. Yetunde Okojie, was recently appointed Secretary of the Consumer Protection & Competition Law Committee of the Nigeria Bar Association’s Section on Business Law (NBA-SBL).
The appointment is for a term of two years and takes effect from 1st March, 2017.
In collaboration with the American Bar Association’s Task Force on Financial Engineering for Economic Development (FEED) and the International Swaps and Derivatives Association (ISDA), the Capital Market Solicitors Association of Nigeria (CMSA) organised Nigeria’s first Structured Products Summit which held between 21st – 22nd February 2017 at the Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos and Radisson Blu hotel, Ozumba Mbadiwe, Victoria Island, Lagos respectively. The Firm is a registered member of the CMSA and proudly sponsored the event, which was attended by its Associates and a Partner.
The Summit was organised to give an insight into the evolving use of structured products with a focus on derivatives and other financial instruments in Nigeria. The two-day event featured presentations from guest speakers and panels made up of industry experts and regulators, on topics ranging from an introduction to derivatives, a comprehensive insight into the risks involved, to the challenges and opportunities relating to the development of a robust legal framework for the regulation of the derivative market in Nigeria. The second day of the Summit also involved detailed training sessions which allowed for one-on-one interaction on topics such as, Exchange Traded Derivatives, Futures, Collaterals and ISDA documentation.
Both days of the summit highlighted the importance of developing knowledge on the use of derivative products to boost the Nigerian capital market, and also the overriding need for an industry-wide initiative to develop the legal, regulatory and compliance structures required to regulate the Nigerian capital market.
Photos from the event.
We are pleased to announce that the law firm of S. P. A. Ajibade & Co has emerged the winner of the highly coveted Dispute Resolution Law Firm of the Year award at the 2016 ESQ Nigerian Legal Awards, which was held at a colorful ceremony on Friday 7th September, 2016 at the Civic Centre, Lagos.
Furthermore, one of Partners in the Dispute Resolution Practice of the Firm, Mr. Kolawole Mayomi, was also honored as one of the 40 Leading Lawyers under 40 who will shape the future of the Legal Profession in Nigeria.
Speaking about the awards, Dr. Babatunde Ajibade, SAN, FCIArb who is the Head of the Dispute Resolution Practice at S. P. A. Ajibade & Co and also the Managing Partner of the
ESQ Nigerian Legal Awards is hosted by LegalBlitz Limited, an independent media outfit, the publishers of the acclaimed ESQ Legal Practice Magazine to recognise, honour and celebrate outstanding law firms and legal professionals in Nigeria. The Award reflects the creativity, dexterity, and legal skills displayed by counsel in key transactions and practice areas, with an emphasis on novel deals/transactions across different sectors which make an important contribution to the legal profession in Nigeria as a whole.
This year’s nominations were carefully drawn from submissions from 70 law firms over 16 deal categories, by an independent panel of judges based in Nigeria and other countries in Africa, Europe and the United States of America, who used deciding criteria such as: the quantum of the deal, the legal expertise expended in the course of the transaction, innovation, measurable outcomes and precedents set.