Capital Markets and Corporate Transactions
- Dr Virtus Igbokwe
- Dr. Wiseman Ubochioma
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Lawyers in our Capital markets and Corporate Transactions Practice Group have handled some of the most innovative and complex transactions in Nigeria. Our pragmatic and innovative approach to corporate law practice in Nigeria is complemented by our deep familiarity with the key operators on Nigeria’s capital markets.
Issuers and market participants throughout Nigeria often rely on us for cost-effective and wise counsel on disclosure and corporate governance matters, corporate and securities regulatory issues, and transactional structuring. We regularly advise issuers and underwriters on company-critical and precedent-setting financings, which span the spectrum of capital markets transactions. The scope, depth and experience of our lawyers enable us to offer our clients cutting-edge and practical advice in their corporate dealings. Our major areas of niche expertise include:
- Anti-Trust and Competition Law
- Bankruptcy and Restructuring
- Corporate Governance
- International Trade and Foreign Direct Investment (FDI’s)
- Mergers and Acquisitions
- Venture Capital/Emerging Companies
Antitrust and Competition
Two of our partners in the Capital Markets and Corporate Transactions group are arguably the most experienced competition lawyers in Nigeria. They were recently asked to advise the Nigerian National Assembly on the merits of the provisions of the recently enacted anti-competition provisions of the Investment and Securities Act 2007 (ISA) of Nigeria. The firm’s antitrust/competition practice provides clients with qualitative competition strategy to match their business and legal needs. We have advised on “small mergers”, “intermediate mergers” and “large mergers” in Nigeria. Recently, our lawyers advised a major European bank on the acquisition of a major downstream oil company in Nigeria.
Bankruptcy and Restructuring
We advise clients on bankruptcy and restructuring matters in Nigeria. Our partners and associates have helped influence the development of the bankruptcy regulations enacted pursuant to Nigeria’s Companies and Allied Matters Act (CAMA). Our clients appreciate the rigor and common-sense approach which our lawyers employ in dealing with difficult and complex bankruptcy/restructuring matters.
Our lawyers are experienced in guiding clients through Nigeria’s nascent regulations on best practices in company board operation, directors’ responsibilities, and shareholder relations. In addition, we work with clients on the practical application of these standards in the context of specific business activity including securities offerings, M&A transactions, internal investigations or initiatives of shareholder activists, including proxy contests. Our lawyers have often been retained by international clients on matters pertaining to corruption of public officers, and the effect of the United States Foreign Corrupt Practices Act in Nigeria. We have probably resolved more bribery-related cases under the Foreign Corrupt Practices Act in Nigeria than any other law firm.
Capital market transactions, especially dealings in securities, are the core focus of our securities practice Group. Blackfriars LLP is the law firm of choice for international and domestic clients interested in Nigeria’s expanding capital markets. We address the needs of our clients by providing creative solutions, combined with technical knowledge and years of practical experience. In the past two decades, we have demonstrated leadership in a broad range of sophisticated securities-related matters, including:
- Compliance with the Investments and Securities Act (ISA) 2007 and SEC Rules;
- Compliance with the listing requirements of the Nigerian Stock Exchange (NSE);
- Corporate governance matters, including advising boards of directors, committees and board members;
- Employee benefit matters, including compensation and benefit plans and arrangements following M&A transactions;
- Insider trading and compliance and reporting issues;
- Periodic and current SEC reporting and other disclosure requirements;
- Private placements and other exempt offerings;
- Representing foreign private issuers in local securities law compliance obligations;
- SEC-registered, underwritten debt and equity offerings, including IPOs, follow-on offerings, and hybrid securities offerings;
- Shelf registration statements (for primary offerings, re-sales and acquisitions);
- Spin-offs and going private transactions;
- Tender offers (self- and third-party tenders) and other M&A transactions in which securities are issued as consideration;
Our clients include international companies, emerging technology and other public companies, private companies, executive officers, directors, boards of directors, board committees, shareholders, joint venture partners, institutional investors, underwriters, placement agents, and investment banks in a variety of industries, including retail, energy and natural resources, metals, manufacturing, and financial services. We work closely with management, in-house counsel, boards of directors and board committees, accountants, investment bankers and others to achieve comprehensive, cost-effective, value-added results for our clients.
International Trade and Foreign Direct Investments (FDI’s)
With a formidable team of international trade lawyers, a majority of whom have earned unrivalled international experience in international trade transactions, we are positioned to cater to our client’s diverse needs. Our lawyers’ unsurpassed knowledge of Nigerian Investment Promotion Commission (NIPC) regulations enable us to help clients effectively address a broad range of trade, customs, and expatriate quota matters. We advise and represent clients in transactions before the Nigerian Stock Exchange (NSE), and the Securities and Exchange Commission (SEC). In addition, we advise foreign clients on Nigerian investment controls that may apply to their prospective Nigerian acquisitions or divestitures.
Mergers and Acquisitions
We act for and advise international and domestic entities, financial institutions, and individual clients in various sizes of mergers and acquisitions In Nigeria. In addition, we have pioneered many first-of-their-kind transactions that raised standards and set precedents in Nigerian capital markets. Our excellent track-record in M&A transactions, and in-depth mastery of Nigerian securities and company law make us the preferred firm in corporate transactions in Nigeria. We have advised companies and their boards on fending off hostile takeovers.
Our lawyers bring an understanding and appreciation for our clients’ business needs to every deal. We measure our success on our ability to meet and exceed the expectations of our clients. Our M&A team draws on the full resources of the firm as needed in a given transaction, coordinating efforts with our leading corporate, securities, finance, and tax lawyers. The synergy of our interdisciplinary approach allows us to provide effective counsel on the diligence and structuring issues that are vital to a successful acquisition, including tax, competition, and intellectual property issues. Our technical expertise and familiarity with regulatory institutions also enable us to complete deals quickly.
Our lawyers regularly advise private sector bidders, financial advisers or underwriters when state-owned enterprises change hands or undergo other structural transformations. We have represented domestic and international clients in privatizations that have involved virtually every type of state-owned enterprise in Nigeria, including airports, seaport facilities, banks, as well as electric power, oil, gas, paper, steel, aluminum, telecommunications, and utility companies and their related infrastructure. At Blackfriars LLP, we have successfully established a history of structuring and implementing major privatizations of government-owned enterprises, often having designed original solutions to issues posed by the privatization of public utilities and enterprises in Nigeria.
Venture Capital and Emerging Companies
The firm’s depth of talent and focus make us the “go to” law firm in Nigeria for capital providers. Our experience in business development and knowledge of Nigeria’s financial markets have placed us at the forefront of commercial law firms in Nigeria. To enable our foreign clients who have invested intellectual capital in Nigeria repatriate their profits to their home countries, we work with the Nigerian Investment Promotion Commission (NIPC) and the National Office for Technology Acquisition and Promotion (NOTAP) to realize our clients’ needs.
Our clients expect, and receive, not just legal advice, but empathy with of their overall business objectives that adds value to their business needs. Members of the firm’s Venture Capital and Emerging Companies Group represent emerging companies in many aspects of their development. At Blackfriars LLP, our lawyers appreciate the mix of legal and business problems that emerging companies face and can help companies identify potential financing sources, bringing the benefit of our experience and contacts as well as our perspective on alternative financing methods that may be available for our clients. Specific areas of our expertise in venture capital and emerging companies’ transactions include fund formation, portfolio company investment, and transfers of portfolio investments.
Lawyers in the Capital Markets and Corporate transactions group work in sync with other lawyers in the firm’s Tax group to assist fund managers and their investors in connection with the formation of venture capital and private equity funds. We assist our clients by shaping and negotiating the terms and structure of the fund. Our lawyers counsel clients on matters such as choice of entity, regulatory compliance, fund raising, tax issues related to tax exempt, and international investors and issues related to the allocation and distribution of fund gains and losses.
Portfolio Company Investments
We represent capital providers in Nigeria who are active in a variety of industries, including oil and gas, telecommunications, information technology, as well as real estate. Our clients invest in companies at all stages of development, providing seed funding, early and later-stage preferred stock financings, bridge loans, mezzanine financing and private placements in public companies. We work with our clients in connection with the negotiation and documentation of their portfolio company investments.
Transfers of Portfolio and Fund Investments
We represent venture capital and private equity funds in connection with private transfer of portfolio company investments. We also represent funds and their investors in connection with private transfers of interests in venture capital and private equity funds.
Team Leader: Dr Virtus Igbokwe/Dr. Wiseman Ubochioma