Balogun Harold is a top tier law firm in Nigeria for technology transactions, strategic market entry investment transactions and private equity investment and fund formation transactions. Balogun Harold undertakes debt finance, private funds & private equity transactions for foreign investors, fund managers & lenders doing business in Nigeria. Our clients are mostly local and foreign strategic investors and corporates, private equity limited and general partners, private equity fund managers, investment banks and managers, international lenders and government agencies. We also provide captive technology, venture capital and private equity support to banks, other financial institutions and mature companies across our sectors of focus. The nature of this support sometimes, extends to legal support relating to corporate acceleration programs or corporate venture capital
Some of our Strategic Deliverables
Private Equity & Venture Capital Fund Formation
Africa is no doubt a winning proposition and we are fully and irreversibly convinced that the more sustainable way to build Africa is through the use of private capital. Clients who retain us require that we provide transaction support in relation to upstream private equity, mostly structuring private equity and/or venture capital funds or other investment management structures, including providing support with general partner relationships. We are often tasked with instructions to put together highly-nuanced, innovative structures for forming, managing and deploying private capital. Frontier markets present interesting divergence in this area
Mergers, Acquisitions & Debt Finance
Clients who retain us for mergers, acquisition and debt finance transactions require that we advise on and prepare the best documentation required to protect their interests within the legal, regulatory, contractual and political framework in which a proposed transaction presents itself. Some of these clients include private equity and venture capital investors, local and foreign lenders, strategic investors or government agencies; such transactions often include private equity or strategic acquisitions, share purchase or exchange transactions, asset sales, take private transactions, corporate restructurings, private investment in public equity, including the whole range of corporate financing transactions. We often provide competition compliance support for local companies or investors within the context of a mergers and/or acquisition transaction.
Market Entry & Doing Business Transactions
Foreign strategic investors often require that we review a proposed market entry strategy from the point of view of the pertaining legal, regulatory, tax and political risk factors. Our key deliverable here is typically a 5- forces style entry analysis identifying all the relevant legal, regulatory, tax and political risk factors (Report). More than this, our Report provides defensible answers on the
(a) profit importation and/or repatriation strategy
(b) tax structure
(c) corporate governance structure
(d) technology importation strategy
(e) contracting structures and strategy; and
(f) regulatory engagement and compliance strategy, which are best suited to a market entry proposal.
Clients depend on our Report to make critical decisions about managing frontier market entry risk. Our investor clients are better informed and are able to make intelligent decisions about their investments in Africa.
We provide market entry transactions support for global or other African technology start-ups looking to expand to Nigeria or other Sub-Saharan African countries.
Finance, Investment, Competition & Technology Litigation
We provide offensive and defence litigation support for investors looking to protect the value of their investment. These could be shareholders in a public or private company or even general or limited partners in a limited or general partnership. Sometimes, the plaintiff or defendant we represent may be government agency, like the Securities & Exchange Commission or a self-regulated entity, like the Nigerian Stock Exchange (NSE)
In a recent matter filed on behalf of investors/buyers in/of certain financial products, which occasioned a loss of up to N4,000,000,000 ( Four Billion Naira) of investor funds, Balogun Harold won a judgement against the NSE. In that matter, for the first time, the court declared that the NSE is a public interest entity and is fully subject to the provisions of the extant Freedom of Information Act (FOIA). This decision is the current position of the law in regard to the applicability of the FOI to self-regulatory organisations licensed by the SEC in Nigeria.
Sometimes, the client is a technology investor or founder seeking to assert or protect shareholder value or a company’s intellectual property assets. In other instances, the client is seeking a judicial or administrative review of a decision the competition regulator. We also represent buyers and sellers in cloud computing and software licensing agreements and in other technology transactions.
Local companies often require that we provide legal and strategic support with opening a foreign parent, holding or subsidiary company in offshore jurisdictions either conduct business or to achieve a certain strategic business or financing goal. We often advise Nigerian technology companies who are looking to scale their businesses to other African companies or looking to set up a holding company in Delaware, Ireland, Mauritius, Singapore or other investor-friendly jurisdictions.
In regard to certain transactions, a client would ask us to design and run an RFP process for legal services to be provided by law firms other than Balogun Harold. Although the winner of such bids would be responsible for providing the contracted legal services which are subject of such RFPs, the client would typically request that, based on our knowledge of a client’s strategic goals, we design and scope the technical requirements necessary for the closing a proposed transaction.
Our role typically involves, pre-qualifying law firms on the client’s behalf, evaluate technical and financial proposals from participating law firms and making recommendations to the Client on the law firm that is most suitable to execute a proposed transaction. Throughout, we would remain responsible for transaction oversight, strategic direction, milestone review, up on till the closing of a transaction.
International Law Firms
We also frequently provide support services to international law firms looking on cross border transactions facing Africa on a variety of transactional support which includes legal opinions, local law review, due diligence transactions, transaction structuring, private equity and strategic investments and international debt financing transactions. Sometimes, we would ‘partner’ with other consulting firms or global law firms to submit a joint client proposal for legal work.
Investigations & Due Diligence
We are often retained to conduct a range of investigations. Some of these are business investigations, commonly called legal due diligence on companies, beneficial owners, founders/promoters, politically exposed persons and general partners
Our White Papers
We publish white papers occasionally. Wikipedia defines a white paper is an authoritative report or guide that informs readers concisely about a complex issue and presents the issuing body’s philosophy on the matter. White Papers meant to help readers understand an issue, solve a problem, or make a decision. This is what our White Papers. Sometimes we may share ideas on how to solve an industry issue, structure a transaction or provide some legal analysis on the legal effect of a new political, regulatory or legal development on a business undertaking in Nigeria. Other times, we may simply present our position on a matter. We make assumptions in our white papers which may not necessarily be the same as in your own peculiar situation. Accordingly, our white papers do not constitute legal advice. We are the best persons to implement any of the structure or solutions we propose or anything similar.
Our White Papers may be in a blog-style format, a Q&A format or in the form of a downloadable document, on our website. Each white paper is specific to an industry sector. Access to some of our White Paper may be restricted to existing clients.