Case 03Legal due diligence in Nigeria
Series A legal due diligence for a European-domiciled fund.
A European fund preparing to lead a Series A round in a Nigerian company needed to know exactly what it was buying into before it committed capital.
- Client
- European-domiciled fund (confidential)
- Sector
- Venture capital
- Practice
- Venture Capital & Funds
- Jurisdiction
- Nigeria
The brief
Our client, a fund domiciled in Europe, was investing in a Series A round in a Nigerian company. It needed legal due diligence that met its own investment committee’s standards while reflecting how Nigerian companies are actually built and regulated.
Our advice
- 01
Corporate and capitalisation
Verifying incorporation, share capital, the cap table and prior issuances against filings at the Corporate Affairs Commission.
- 02
Licences and regulation
Confirming the company held the licences its business requires, and identifying regulatory approvals the investment would trigger.
- 03
Intellectual property
Confirming that the company owns the technology and brand it relies on.
- 04
Employment and data
Reviewing employment arrangements and the company’s compliance with the Nigeria Data Protection Act.
- 05
Material contracts and tax
Reviewing key commercial contracts and the company’s tax position.
- 06
Report and transaction terms
Delivering a report ranked by risk, and converting its findings into conditions and protections in the investment documents.
Outcome
The fund went into the round with a clear, prioritised view of the company’s legal position and with its findings addressed in the transaction documents.