Thought Leadership
Insights from our Legal Experts
Farm-In Agreements in Nigeria: Key Considerations for Licence Holders, Operators and Investors
A farm-in agreement is an arrangement under which an incoming party (the farmee) acquires an interest in an upstream asset by undertaking specified obligations, typically by funding exploration activities, carrying certain costs or contributing technical expertise.
On NSIA's Technology Venture Capital Strategy
We provide some commentary on the Nigeria Sovereign Investment Authority’s (NSIA) technology venture capital strategy and the broader role that sovereign institutions should play in developing strategic sectors of the economy.
The Host Community Development Trust: Key Commercial Issues
A central issue concerns the scope of the powers of the Nigerian Midstream and Downstream Petroleum Regulatory Authority to issue the Midstream Petroleum (Host Communities Development Trust) Regulations 2024.
Payment Transaction Data Localisation in Nigeria: New CBN Rules and Their Legal Implications
While the CBN payment transaction data directive appears straightforward, its legal implications depend on how its key requirements are interpreted and operationalised in practice.
The Legal Framework for Classified Information in Nigeria: Key Considerations
It would be prudent for the Federal Government undertake a comprehensive review of the Official Secrets Act to ensure that it reflects contemporary national security, technological and governance realities.
Data Localisation in Nigeria: Key Considerations for Cloud Service Providers and AI Companies
Nigeria does not yet have a single, economy-wide data localisation statute. Instead, the regime has developed incrementally on a sector-by-sector basis, through a combination of primary legislation, sectoral regulations, licensing conditions, and regulatory guidelines issued by agencies
NERC Net Billing Regulations 2026: Commercial Considerations
The Net Billing Regulations 2026 is not automatically applicable in states that have formally activated their independent regulatory markets under the Electricity Act 2023, like Lagos, and that SubCos created under the Delineation Order may not be bound by the Net Billing Regulations, 2026.
The Architecture of a Joint Operating Agreement: A Framework for Negotiation and Control
In practice, a Joint Operating Agreement is the primary instrument through which control, risk, funding, and decision-making are allocated among private parties in a capital-intensive venture.
NUPRC Model Concession Agreement (2025 Licensing Round): Back-In Rights, Cost Recovery and Key Negotiation Risks for Licensees
For consortiums, independents, and international oil companies participating in the 2025 Oil Licensing Round, a comprehensive review of the legal and economic architecture of the NUPRC Model Concession Agreement (2025), issued pursuant to Section 85 of the Petroleum Industry Act 2021, is critical.
Data Reuse in Bank Financial HoldCos: CBN Ring-Fencing Considerations
As a commercial matter, treating customer data as a group-wide asset to enable backend database pooling, shared cloud infrastructure, and unified “super-app” ecosystems offers undeniable operational efficiency. However, the new regulations on ring-fencing propose that such cross-company sharing must strictly satisfy specific data protection requirements regarding data reuse and data segregation.
Standby Letters of Credit and the Limits of the Autonomy Principle: Lessons from Celestial Aviation v UniCredit
The Supreme Court’s decision in Celestial Aviation demonstrates that this autonomy is not absolute. In certain circumstances, public law considerations, particularly sanctions legislation, may prevent a bank from honouring an otherwise valid demand under a Standby Letter of Credit.
Allocating Decommissioning Liability in Nigeria Mergers and Acquisitions Transactions: Key Considerations
Despite the apparent tension between these provisions, the more persuasive interpretation is that the regulatory intent is to impose a regime of strict liability on an assignee.
The PenCom-Dangote IPO Forbearance: Key Considerations for Pension Fund Managers & Employee Retirement Savings
Against this backdrop, the invocation of DIL’s historical track record as a proxy for investment safety raises questions of regulatory logic. Public institutions such as PenCom are under a continuing duty to exercise discretion in a manner that is rational, evidence-based, and capable of withstanding judicial scrutiny.
Firing Up the Regulatory Intention Behind Section 317(8) & (9) of the Petroleum Industry Act
Viewed from this perspective, Section 317(8) and (9) is not intended to be a shield for refiners or a legal basis for prohibiting the issuance of additional import licenses. Rather, it is a tool for protecting the local refining industry when an active product shortfall occurs, not during a product surplus.
Venture Capital in Nigeria: Regulatory Requirements for Foreign-Managed Funds Seeking Access to Pension and Institutional Capital
The growth of venture capital in Nigeria has increasingly attracted foreign-managed funds seeking to deploy capital into the Nigerian market. However, while market entry is often the primary focus for such funds, a more consequential issue centers around access to domestic institutional capital, particularly pension funds and other regulated investors.
The Nigerian Overnight Financing Rate (NOFR) : Key Considerations for Corporate Borrowers.
As designed, the NOFR is designed to serve as a transaction-based reference rate reflecting actual overnight funding conditions in the Nigerian money market. For corporate borrowers, this development is significant not because it immediately changes loan obligations, but because it signals a gradual shift toward benchmark-driven pricing of credit facilities.
11PLC vs Milan Industries Limited - Key Lending Considerations
The facts and recent Supreme Court decision in 11PLC vs Milan Industries Limited are instructive for bank lenders. We highlight some key transaction considerations below.
Fintech Mergers and Acquisitions in Nigeria: Key Considerations for Investors
In this legal update, we draw on our recent mandates advising on fintech mergers and acquisitions in Nigeria to highlight the issues that are increasingly determining deal outcomes.
Drafting Privacy Consent Notices: A Nigerian Bank Case Study
The consent notice above is a textbook example of bundled consent. When analyzed against the Nigeria Data Protection Act (NDPA), at least five critical compliance gaps emerge:
Pseudonymisation & Anonymisation as Tools for Managing Data Protection Risk
In this update, we explain the key differences, practical applications, and why understanding these concepts is critical for compliance with data protection laws.
The New 200M Minimum Capital for VCs in Nigeria - Market Considerations
On 16 January 2026, the Securities and Exchange Commission (SEC) issued Circular No. 26‑1, raising the minimum share capital for venture capital (VC) fund managers in Nigeria from ₦20 million to ₦200 million.
Sovereign Liability Exposure under Nigeria’s Space Economy Regulations - Key Considerations
The decision to cap an operator’s insurance and indemnity obligations at USD 15 million under sections 39 and 40 of the Regulation on Licensing and Supervision of Space Activities, 2015, raises questions as to the extent of residual exposure borne by the Federal Government of Nigeria under international space law.
Contractual Liability in Agentic Commerce: Key Considerations
It appears that the end user will remain the economic principal in agentic commerce transactions, primarily because, it is the end user’s funds that are deployed, and it is typically the end user who authorises the AI agent to act within defined parameters, such as spending limits or merchant categories.
Certificate of Capital Importation for Capital Goods and Equipment Imports into Nigeria: Key Considerations for Foreign Investors
Foreign investors entering the Nigerian market are often focused on company registration, tax compliance, and import approvals. However, one critical aspect that is frequently overlooked is the requirement to obtain a Certificate of Capital Importation (CCI) for the importation of capital equipment.
The FIRS-DGFIP Memorandum of Understanding: Key Legal Considerations for NRS
The NRS is subject to strict confidentiality and secrecy obligations under Sections 142 and 143 of the Nigeria Tax Administration Act (NTAA), 2025. The general rule mandates the confidentiality and secrecy of all taxpayer information. Under Section 143, taxpayer information may only be shared in the following limited circumstances
Dangote Refinery and the Legal Test for Predatory Pricing: Key Considerations
In the realm of competition law, predatory pricing is an illegal business strategy whereby a dominant operator intentionally reduces prices, often below the cost of production, with the goal of eliminating competitors from the market or preventing the expansion of competitors or entry of new competitors. While low prices are generally celebrated as pro-consumer, competition law draws a careful distinction between aggressive competition on the merits and exclusionary pricing by a dominant firm.
Doing Business in Lagos, Nigeria: A Strategic Legal Guide for Investors Entering Africa’s Fastest-Growing Market
With a population exceeding 18 million people, Lagos is a megacity that generates roughly 20% of Nigeria’s GDP, making it one of the most important sub-national economies on the continent. In November 2025, the Lagos State Government announced a proposed budget of ₦4.237 trillion, the largest by any sub-national government in Nigeria, signalling a bold, infrastructure-led development agenda
Social Media Platforms in Nigeria - Navigating Competition Enforcement Risk
Without clear guidance on digital markets from the FCCPC, digital markets are at risk of being mischaracterized by regulators. For example, a platform’s decision not to roll out a service in a particular region driven by strategic, technical, or economic considerations could be misconstrued as anti-competitive exclusion.
Agency Banking vs. Deposit-Banking: Key Considerations for Fintechs
As agency banking continues to expand financial access in Nigeria, a common misconception is that a fintech must obtain a deposit-taking banking licence, often in the form of a microfinance bank (MFB) licence, to fully tap the opportunities in agency banking. In reality, this licensing strategy may not only be unnecessary, but often strategically counterproductive. We highlight a number of considerations below.
The New CBN Agency Banking Regulations - Key Considerations for Venture-Backed Fintechs
The new CBN Agency Banking Regulations represent a major regulatory development that warrants more than just an investor update. In our view, the new CBN Agency Banking Regulations should prompt a strategic conversation at the board level between venture capital investors and their fintech founders
Neobanks in Nigeria: Key Considerations for Market Entry - Part I
Neobanks are digital-first financial platforms offering a variety of services, ranging from multi-currency accounts and payments to cards and investing solutions. Neobanks are undoubtedly reshaping global banking and for global Neobanks considering expansion into Africa, Nigeria presents a particularly compelling opportunity
Neobanks in Nigeria: Key Considerations for Market Entry - Part II
In Part 2 of our Neobanking Series, we will focus on some of the key legal and regulatory considerations governing market entry, licensing, and operational compliance