by Legalnaija | Feb 5, 2024 | Uncategorized
The Justice Aderemi Annual Law Series Foundation (JAALS Foundation), a Nigerian non-governmental organization at the weekend announced that it would train 50 Senior Registrars of the Federal Hight Court.
The Secretary of the Board of Trustees of the JAALS Foundation, Mr. Tolu Aderemi made the disclosure of this groundbreaking initiative during the 2024 Walk4justice event held on Saturday February 3, 2024.
The Walk4justice, which had in attendance Distinguished members of the Bar, the Bench, and corporate Nigeria started from Falomo-Ikoyi to the premises of the Federal High Court in Queens Drive, Ikoyi, Lagos State.
Aderemi said that the training program comes as the Federal High Court celebrates its 50th anniversary.
Aderemi, the Convener of the #Walk4justice, a Partner at Perchstone & Graeys and also chairman, International Law Association Arbitration Committee, expressed concern about the avoidable congestion in prisons and the state of Nigerian court infrastructure and personnel.
He called for swift action to ensure that justice remains accessible to all, stating that the perception of justice being out of reach for the common man must be addressed.
In his welcome address, the Chairman of the Board of Trustees, JAALS Foundation, Emeritus Professor Michael Omolewa, described the Foundation’s commitment as a significant step towards reforming Nigeria’s justice system.
He called on other individuals of means to support the Foundation’s cause while emphasizing the importance of the Court as the last hope of the common man.
Hon. Justice Munta Abimbola, the immediate past Chief Judge of Oyo State, commended the JAALS Foundation for its dedication to training Court Registrars.
Recognizing the pivotal role played by Court Registrars in the administration of justice, he stressed the importance of providing them with regular training.
Justice Abimbola also expressed his gratitude to the Foundation for its support of justice and urged other well-meaning Nigerians to join in supporting the cause.
The Chairman of the Nigerian Bar Association, Mr. Bisi Makanjuola, eulogised the JAALS Foundation for its laudable initiative.
He encouraged judges to continue their hard work, citing Hon. Justice Faji as an exemplary model.
Mr. Osaro Eghobamien, SAN, a member of the National Judicial Council, commended the Foundation’s unwavering commitment to improving the administration of justice.
He also highlighted the urgent need for infrastructure improvement in the Nigerian court system and expressed confidence that the training sponsored by the JAALS Foundation would contribute significantly to addressing these challenges.
Babatomiwa Adesida of Sahara Group, a private sector player, joined the voices advocating for an improved justice system in Nigeria.
Adesida emphasized the court system as the true hope of the common man and called on more Nigerians to support the JAALS Foundation’s cause.
Hon. Justice Faji, the host Judge, expressed his gratitude to the organizers of the Walk and specifically thanked the delegation and the JAALS Foundation.
He pledged to transmit the letter to the Honourable Chief Judge of the Federal High Court, expressing his thanks on behalf of the Court.
The event received support from organizations such as the International Federation of Women Association (FIDA), the Women In Prison Initiative (WIPSI), and various private sector players.
The JAALS Foundation’s commitment to training Senior Registrars of the Federal High Court marks a significant milestone in the ongoing efforts to reform Nigeria’s justice system. With the support of various stakeholders, including the legal community and private sector players, the Foundation’s initiatives are poised to make a lasting impact on the administration of justice in the country.
by Legalnaija | Feb 2, 2024 | Blawg
As a lawyer, you know how important contracts are for your clients and your practice. Contracts are the foundation of any legal relationship, and they can protect your clients’ rights, interests, and obligations.
But drafting a contract can be a daunting and time-consuming task. You have to make sure that the contract is clear, accurate, and enforceable, and that it covers all the essential terms and conditions.
That’s why I want to share with you some practical tips and best practices on how to draft a contract in 5 easy steps. These steps will help you create a contract that is effective and professional, and that meets your clients’ needs and expectations.
Step 1: Identify the parties and the purpose of the contract. The first step is to clearly state who the parties are and what the contract is about. You should use the full names and addresses of the parties, and avoid using ambiguous terms like “seller” or “buyer”. You should also describe the main purpose and scope of the contract, and the benefits and obligations of each party.
Step 2: Define the key terms and conditions of the contract. The second step is to define the key terms and conditions of the contract, such as the price, payment, delivery, performance, quality, warranty, liability, and termination. You should use simple and precise language, and avoid jargon and legalese. You should also avoid vague or ambiguous terms, such as “reasonable”, “as soon as possible”, or “best efforts”. You should also specify how any disputes or changes will be handled, and what the governing law and jurisdiction will be.
Step 3: Draft the contract clauses and structure the contract. The third step is to draft the contract clauses and structure the contract. You should use headings and subheadings to organize the contract into sections and subsections, and use numbers and bullets to list the items and points. You should also use consistent and logical formatting, such as fonts, spacing, and indentation. You should also use transitions and connectors, such as “therefore”, “however”, or “in addition”, to link the clauses and sentences.
Step 4: Review and edit the contract. The fourth step is to review and edit the contract. You should check the contract for any errors, inconsistencies, or gaps, and make sure that the contract reflects the parties’ intentions and agreements. You should also check the contract for any grammar, spelling, or punctuation mistakes, and use a proofreading tool or service to help you. You should also ask a colleague or a friend to review the contract and give you feedback.
Step 5: Sign and execute the contract. The final step is to sign and execute the contract. You should make sure that the parties sign the contract in the presence of a witness or a notary, and that they use their full names and titles. You should also make sure that the parties date the contract and keep a copy of the contract for their records. You should also follow up with the parties and monitor the performance and compliance of the contract.
As you can see, drafting a contract can be a simple and straightforward process if you follow these 5 steps. But if you want to save even more time and effort, I have a special offer for you.
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by Legalnaija | Feb 1, 2024 | Blawg
Aviation law concept. Judge gavel and airplane on blue background. Flight cancellation
Disputes are inevitable in our day to day life especially in business and in the social strata of the society. It is pertinent to state that there are numerous benefits of using an arbitrator in handling civil aviation disputes which allows the disputing parties to make a choice on having a neutral third party to hear their case and pass an award. exploring this mechanism is helpful where the parties have a history of conflict or a risk of bias.
The aviation sector is a sensitive sector of any nation, it is very sensitive because of the high cost of running the sector. arbitration can be used to resolve complex or technical disputes. disputes in aviation are complex and technical in nature. the areas where the disputes mainly spring from aircraft design or maintenance. when legal disputes arise in this areas mentioned, it is important to understand that merely proving that the aircraft design was the probable reason for the accident/injury is not adequate as there are factors to consider like that of the misuse of the aircraft by the pilot, the preliminary presentation of risk by the aircraft design, and other similar factors.
The factors which are to be taken into consideration regarding disputes in the civil aviation sector vary completely. In respect of the issue of maintenance in a legal dispute it is worthy to mention that to comprehend that maintenance becomes necessary to ensure that the novel structure and materials employed for the better operation of the aircraft are carried out smoothly and are not incurring losses if the structure, parts are always malfunctioning. The following are inspections, repair processes and various maintenance programs. the manufacturers of these parts of the aircraft and the companies buying these aircraft are regarded as the same. The result of this is that disputes are bound to arise in the case of malfunctioning of the aircraft/parts of the aircraft.
On the issue of handling aviation disputes by arbitration, an arbitrator who is considered to handle civil aviation dispute resolution and passing an award when he or she has been selected, several factors should be considered when choosing. The main point to consider in choosing is to select an arbitrator who is familiar with the civil aviation sector. The reason is because the arbitrator will need to be able to understand the complex issue that may be involved in the dispute. again, it is adequate to choose an arbitrator who is neutral and impartial. the arbitrator must not have any personal interest in the outcome of the case. and finally, in the choice of an arbitrator the point is that the arbitrator should have experience in arbitration. This is because the arbitrator will need to be able to handle the complex legal issue that may arise during the arbitration. Apart from the arbitrator, all related persons have roles to play in the Civil Aviation process such as, mediators, parties, lawyers and experts.
In conclusion, the role of civil aviation arbitration in resolving disputes in the aviation sector is crucial, it provides a forum for the parties to resolve their differences without resorting to litigation. this is also important for promoting industry wise stability and growth.
by Legalnaija | Dec 28, 2023 | Uncategorized
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by Legalnaija | Dec 22, 2023 | Uncategorized
DRIVE INCREASED FOREIGN DIRECT INVESTMENT INTO NIGERIA USING ARBITRATION- TOLU ADEREM
Arbitration experts in Nigeria have called for a stronger commitment to foreign direct investment and the enforcement of arbitral awards in the country. This call was made at the 2023 Annual Dinner of the International Law Association (ILA), Arbitration Commission, held in Lagos State. The theme of the dinner was ‘International Arbitration: Putting Our House In Order’.
Leading this charge, Prof. Tolulope Aderemi, Chairman of the Arbitration Committee, expressed concerns about the increasing number of appeals on arbitration-related matters reaching the Supreme Court. He emphasized the need to reconsider such appeals on weak grounds, as they hinder Nigeria’s potential as a preferred foreign investment destination. Aderemi also called for strict penalties to be imposed on those who violate the ethics of the industry.
Aderemi urged his colleagues to continue to practice arbitration with integrity and within ethical boundaries. He proposed the establishment of a national code of ethics for arbitrators, the evaluation of legal provisions relating to misconduct, and the enhancement of accountability and probity in the conduct of arbitrators. He also called on the Nigerian government to conduct an audit of contracts similar to the P&ID contract to assess the government’s exposure and mitigate risks.
Prof Damilola Olawuyi, SAN, President of the International Law Association, Nigerian Branch, commended the efforts of the Arbitration Committee in leading change in the Nigerian arbitration landscape. He emphasized the importance of aligning arbitration practices in Nigeria with international best practices and standards.
The keynote speaker, Mr. Babatunde Fagbohunlu, SAN, discussed the challenges faced by African arbitrators in accessing the global arbitration market and the significant arbitral awards against the Nigerian government. Fagbohunlu emphasized the need for Nigerian arbitrators to equip themselves for global opportunities. He proposed the establishment of a single arbitration institution for the African continent to enhance its attractiveness and participation in international arbitration. Fagbohunlu also stressed the importance of supporting the judiciary in enforcing arbitration agreements and awards.
During the Fireside chat, Mrs. Hairat Balogun, a Life Bencher and the first female Attorney General and Commissioner for Justice, Lagos State, addressed the ethical issues within the legal profession. She attributed the decline in the profession’s standing to the lack of adherence to ethical rules and the diluted training of lawyers. Balogun criticized the current method of admission into the Nigerian Law School and called for a reconsideration of the suggestion to admit only students from accredited schools.
The 2023 ILA Dinner concluded with a unanimous recognition of the need for practitioners to uphold integrity, accountability, and probity in arbitration. The event highlighted the importance of attracting foreign direct investment and enforcing arbitral awards in Nigeria. The discussions emphasized the role of arbitration in economic development and the need for practitioners to practice with diligence and integrity to support governments worldwide.
by Legalnaija | Dec 22, 2023 | Blawg
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by Legalnaija | Dec 6, 2023 | Blawg
In Nigeria, it is a statutory requirement for all businesses, private limited companies, and trustee organisations to file annual returns every year. This is in accordance with the Companies and Allied Matters Act (CAMA) 2020, which states in Chapter 16 that all companies in Nigeria must submit the prescribed form with the necessary information to the Corporate Affairs Commission (CAC).
The only exception is companies with one member, which are exempted from filing annual returns according to Section 421 (2) of CAMA 2020. Newly incorporated companies have 18 months from incorporation to submit their first annual returns, while established companies must file their returns within 42 days of their annual general meetings. Therefore, it is necessary for companies in Nigeria to file their annual returns on a yearly basis.
Importance of filing annual returns
The filing of Annual Returns is an essential part of business operations. It is necessary for companies to stay current with their post-incorporation services from the CAC such as filing for Certified True Copies (CTC) of Incorporation documents, increasing share capital, making changes to business objects or registered addresses, and changes to directors, partners, or trustees. Filing Annual Returns on time and paying any applicable penalties in full is required to receive any post-incorporation service from the CAC.
Furthermore, the majority of contractual bids in public or private sectors usually require an up-to-date yearly report from the entity as a major pre-requisite for compliance. It is essential for companies to keep their records updated in order to satisfy this obligation.
Annual Returns also serve to inform the Commission of a company’s ongoing existence, referred to as a ‘going concern’, and keep the company’s name on the CAC register. Additionally, a business that is fully compliant and up to date with its Annual Returns will be able to demonstrate trustworthiness during due diligence checks with CAC, allowing investors to quickly and confidently obtain information about the company.
In conclusion, filing Annual Returns is a vital factor in ensuring a company’s post-incorporation services are processed in a timely manner and that the company is seen as a reputable entity.
Implications of failing to file your annual returns
The implications of not following the law when it comes to filing annual returns are outlined in Section 425 of CAMA 2020. This provision stipulates that companies and their directors or officers may face a penalty at the discretion of the Commission. In addition, the Commission is empowered to delist a company from the Register of Companies if it fails to file yearly returns for a period of ten years. This is based on the presumption that the company is inactive.
Those who disagree with the removal of the company’s name from the register may appeal to the court at any time before the expiration of 20 years from the date of the notice of removal, on the condition that the court is convinced that the company was indeed operating at the time of the striking off. To make such an appeal, a formal letter must be written to the CAC’s Registrar General (RG), detailing the reasons why the annual return was not filed on time. Supporting documents such as all payable dues and updated company records must also be provided. If the application is accepted, a relisting certificate will be issued to the company.
Olamide Oyetayo
The information provided in this article aims solely to educate readers generally. It does not establish an attorney-client relationship with our law firm or constitute legal counsel. Please contact us directly for any specific legal assistance required.
by Legalnaija | Dec 2, 2023 | Book
Black Friday Deals & Exciting Offers For You.
Happy new month to all our subscribers! We are grateful for your continued support and patronage of our platform. We have been working hard to provide you with the best legal services and information in Nigeria.
This month, we have some exciting news and offers for you. To celebrate the new month, we are extending our 50% discount on the yearly subscription to the first 100 subscribers who renew their subscription. This is a limited time offer, so hurry and subscribe now. Sign into your dashboard here app.legalnaija.com
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by Legalnaija | Nov 25, 2023 | Uncategorized
ESG Due Diligence in Nigerian Commercial Transactions
A traditional due diligence (DD) is performed to verify details in a transaction and detect potential defects in a deal or investment prospect. This process would usually include considerations of environmental, health, and safety (EHS) issues.
However, given the increasing emphasis on sustainability by stakeholders and regulatory bodies, it has become imperative to integrate Environmental, Social, and Governance (ESG) metrics into the due diligence procedures to steer clear of bad investments.
Consequently, investors are now inclined to allocate higher financial resources for sustainable targets. Unlike the relatively narrower scope of EHS, ESG introduces a more comprehensive array of sustainability risks and opportunities directly influencing transaction valuation.
Investors and creditors are increasingly employing Environmental, Social, and Governance (ESG) criteria to evaluate risks and opportunities for value creation. Businesses now face mounting pressure from various sources, including regulatory bodies, investors, and local communities, compelling them to adopt a proactive stance on ESG issues.
As said above, while the due diligence process traditionally encompassed Environmental, Health, and Safety (EHS) considerations, there’s a discernible shift toward a more comprehensive review utilizing ESG standards that span environmental, social, and governance topics. This shift is propelled by heightened expectations from stakeholders and growing concerns about the climate and environmental impact of business activities. In commercial transactions such as Mergers and Acquisitions (M&A), the integration of ESG due diligence is crucial during the negotiation phase, as significant ESG findings can exert a tangible influence on the valuation of the target company.
Conducting ESG due diligence serves several key objectives within the context of commercial transactions. Primarily, it aims to comprehensively grasp the risk profile and exposure of the company to environmental, social, and governance (ESG) considerations. This process involves a detailed examination of associated ESG risks and the identification of any red flags that may arise during the due diligence process. Additionally, it aims to ferret potential risk mitigation measures.
Given that a company’s ESG performance significantly influences its operations (its capacity to secure financing, maintain employee satisfaction and morale, capitalize on growth opportunities, and retain and expand its customer base), ESG considerations become crucial in decision-making. As a result, stakeholders such as investors, employees, customers, regulators, and others are increasingly holding companies accountable for their ESG practices.
In a comprehensive survey covering Europe, the Middle East, and Africa, a 2022 KPMG study found that over two-thirds of dealmakers expressed a readiness to offer a premium for a target exhibiting advanced ESG maturity in alignment with their specific ESG priorities.1 In another survey of 200 ESG practitioners including corporate investors, financial investors, and M&A debt providers, it was found that 74% of professionals are already integrating ESG considerations as part of their M&A agenda, with the identification of ESG risks and opportunities given as the top reason for conducting ESG due diligence, by 46% of respondents, followed by requirements by investors, cited by 19%, and preparation for regulatory requirements by 14%.2
Evaluating a company’s environmental, social, and governance (ESG) practices through due diligence provides insights into its value creation and sustainability. Beyond assessment, this process empowers investors to anticipate and implement post-closing strategies to mitigate identified risks. Investors often place a premium on sustainable targets, driven by the belief in a positive, long-term relationship between sound ESG practices and financial returns. Essentially, strong ESG performance is considered a proxy for effective management, recognizing its pivotal role in determining a company’s financial value.
Materiality
Determining which ESG activity to scrutinize might be taxing because ESG is a broad term. I liken it to a skilled fisherman navigating the open sea. ESG, akin to a boundless ocean, teems with various sea monsters representing diverse aspects. Much like a fisherman’s cautiousness deepens with the water’s depth, the scrutiny of ESG factors intensifies depending on the specifics of the transaction and the nature of the company involved.
Close to the shore, where waters are shallower, a fisherman may only concern himself with a few threats. Similarly, in the realm of ESG, the level of scrutiny hinges on the subject of the transaction. ESG, being extensive and at times complex, encompasses different topics under each pillar. For instance, within the Environmental (E) pillar, considerations span biodiversity, climate change, decarbonization, air pollution, deforestation, water contamination, and more. The Social (S) pillar addresses matters such as minimum wage, child labor in the value chain, cybersecurity, data privacy, diversity and inclusion, and human rights. Governance (G) encompasses business ethics, corporate governance, responsible tax records, regulatory compliance, and anti-corruption measures.
During negotiations, it is evident that not all these issues would be equally applicable. Identifying the pertinent (material) ESG topics for scrutinizing a transaction represents the initial and significant challenge. There is no one-size-fits-all approach; hence, the scope of an ESG due diligence must be tailored on a case-by-case basis, considering the unique sustainability-related risks and opportunities associated with each transaction.
Nigeria
The Financial Reporting Council of Nigeria’s recent emphasis on sustainability risk disclosures, coupled with the proposal for a carbon tax and the escalating concerns about data privacy from both stakeholders and regulators, reflects a notable shift towards more rigorous ESG regulatory practices in Nigeria. This shift underscores the importance of conducting thorough ESG due diligence. Investors and financiers adopting ESG due diligence procedures enhance their readiness to navigate evolving regulatory requirements.
Incorporating ESG due diligence into the deal process not only distinguishes organizations in a competitive field but also positions them to secure deals successfully. This strategic approach demonstrates a commitment to long-term value creation, providing investors with a competitive advantage. Also, prioritizing ESG due diligence ensures a comprehensive understanding of the broader spectrum of sustainability risks and opportunities directly influencing deal valuation.
While ESG considerations have been around for many years, ESG due diligence is still a relatively new concept at its nascent stage of adoption. As a result, there is no uniform standard or guideline for organizations to comply with. The good news is organizations can develop their ESG due diligence template or framework aligned to their unique business needs.
It’s essential, however, for an organization to already have an established ESG strategy as a prerequisite for building a robust ESG due diligence framework. Before delving into the specific ESG considerations relevant to a transaction, it’s crucial to evaluate the ESG priorities that will shape decision-making processes. Subsequently, the ESG strategy can be seamlessly connected to the ESG due diligence process, enabling the development of a tailored ESG due diligence framework for the deal at hand.
I agree, it is not as easy as it sounds – condensing a practical concept into words is a trap for ridiculous simplification. Nonetheless, I’ve managed to deconstruct the concept into its prime elements. It is crucial to underscore that ESG due diligence casts its net over all entities involved in a transaction. Also, undertaking conventional financial due diligence while neglecting non-financial facets such as ESG is akin to disregarding factors that may become legal and financial risks in the long run (See FTX, Binance, OpenAI, Terra, Gemini Trust and BlockFi). ESG considerations wield the power to either fortify, erode, or forge value. Investors sidestepping ESG due diligence do so at their own peril.
Source: www.linkedin.com/peterokediya
by Legalnaija | Nov 7, 2023 | Blawg, Book
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