Bilateral Loan Agreements – A Highlight of Some Contractual Defences
A March 2023 decision[1] by the English Supreme Court regarding a $3billion bilateral loan granted by Russia to Ukraine in 2013, highlights the application of English contract law principles to bilateral loan agreements between sovereigns. In this case, Ukraine failed...
Nigerian Eurobonds – Key Contractual Terms and Considerations for Investors
The possibility that a sovereign will default on its sovereign debt or will seek to restructure its sovereign debt to forestall the occurrence of a sovereign default, despite a perception of creditworthiness, is a very real one. When either of...
Bail-in Powers of the Central Bank of Nigeria – Key Legal Issues for Bank Creditors
The recent introduction by the extant Banks and other Financial Institutions Act 2020 ( the "Act") of Bail-in, as a tool for resolving bank insolvency is a critical discussion point for the comity of international lenders, lending to Nigerian banks...
Turnover and Control Considerations for Merger Clearance in Nigeria
In a recent mergers clearance filing, which we undertook and successfully concluded on behalf of a South African Power and Infrastructure Conglomerate,[1] the FCCPC[2] agreed with our pre-notification submissions regarding the application of IFRS 10 towards the calculation of the relevant...
Which Banks & Private Equity Firms are exempted from Merger Clearance under Section 92(3)?
Section 92(3) of the Federal Competition and Consumer Protection Act ( the “Act”) suggests that, certain types of "acquisition" transactions by banks and private equity/ venture capital firms[1] (“Private Equity Firms") will be exempt from merger by the Federal Competition...
Mini-Bid Licensing Rounds 2022 – A Highlight of the Bid Submission Regulations for Offshore Petroleum Prospecting Licenses in Nigeria
On December 21, 2022, the Federal Government of Nigeria through the Nigerian Upstream Petroleum Regulatory Commission (the “Commission”) announced licensing rounds for seven (7) offshore blocks covering an area of approximately 6,700 km2 in water depths of 1,150m to 3,100m....
Avoiding Permanent Establishment Risk – Nigeria’s New Dependent Agents Rule
Presidential Order 5 has thrown up an array of contracting structures between local promoters and foreign OEMs and partners looking to bid for government contracts. These contractual arrangements are increasingly subject of litigation both from a taxation point of view...
What is a Permanent Establishment? Do you Have One?
If a foreign business has a Nigeria permanent establishment (PE) then the profits of the business that are attributable to that PE, either directly or indirectly, are chargeable to Nigeria tax.
Operational Guidelines for Representative Offices of Foreign Banks
Challenger banks now have a window to establish a representative office in Nigeria. This is because of the newly proposed CBN Guideline on the Regulation of Representative Offices of Foreign Banks in Nigeria (the “Regulations”). Although the Regulations also apply...
Avoiding Permanent Establishment Risk – Nigeria’s New Dependent Agents Rule
Presidential Order 5 has thrown up an array of contracting structures between local promoters and foreign OEMs and partners looking to bid for government contracts. These contractual arrangements are increasingly subject of litigation both from a taxation point of view...