Alliance Law Firm

Corporate and Commercial Practice

This practice area focuses on providing legal advisory and transaction services in relation to banking, remediation of troubled bank assets, debt recovery and insolvency; financing and refinancing transactions; project finance; acquisition finance; asset finance; development finance; Islamic banking; capital markets, corporate finance, swaps and other derivative transactions; corporate advisory including mergers, acquisitions, takeovers, corporate restructurings, private equity financing, and money market transactions; capital market transactions including capital raising (debt and equity), securities’ floatation, listings and collective investment schemes; due diligence including corporate governance, risk management and regulatory compliance.

MAJOR TRANSACTIONS

• Advised Seplat Petroleum Development Company Plc (“Seplat”) on its over US$500 million global IPO and dual listing of its shares on the Lagos and London Stock Exchanges.
• Advised Neconde Energy Limited (“Neconde”) in connection with a USD $470 and upsized to US$720 million secured reserve-based lending from a syndicate of foreign and local banks.
• Advised Neconde on a USD $640 Million Corporate loan transaction
• Advised a Fund Manager on its N500M Money market fund.
• Advised on a N30, 000,000,000 Transcorp Hotel Plc fixed rate bond issue series.
• Advised on the financing of a multi million dollars multi – storey tower project in Lagos Island.
• Advising a London based Bank on a US$225 million facility to a Nigerian borrower for the acquisition of a jack up rig from Asia.
• Advised a mortgage company on its N28, 500,000,000 Offer for subscription via private placement.
• Advised a fund established in the Cayman Islands on its proposed investment of up to US$1 million in a company incorporated in Mauritius, which loan is to be utilised by the company’s Nigerian subsidiary.
• Advising Heritage Bank Company Limited in connection with the perfection of its security interests over the borrower’s assets to secure a N3.5 billion facility.
• Acted as legal advisers to Dansa Foods Limited, a subsidiary company of the Dangote Group, in connection with a US$40 million finance facility from African Export-Import Bank.
• Advising foreign institutional investors on cross-border arrangements in relation to trading in securities in Nigeria including corporate and government bonds.
• Advising a Fund Manager in respect of its $1 Billion Euromoney Fund transaction;
• Acted for Deap Capital Market & Trust Plc on its N8 billion public offer and several other public offers including an open-ended private equity fund.
• Advising a London based Bank on the lending of the sum of US$80 million to an EPC contractor in Nigeria for a pipeline project.
• Advised an indigenous conglomerate in connection with the negotiation of a US$242m facility from a Nigerian bank.
• Acted as legal advisers to a London-based bank in connection with US$40 million finance to Fidelity Bank Plc.
• Currently advising a major Nigerian oil and gas company on its intra-group corporate restructuring consisting of 15 different corporate entities operational in diverse sectors of the Nigerian economy.
• Advised an investor on its acquisition of a significant interest in a quoted construction company in Nigeria which is a subsidiary of a major European infrastructure group.
• Advised on a USD $585 acquisition of 45% interest in an OML
• Advised on the divestment of 80% interest in NNPC and Shell Trade UK from NOLCHEM under the first phase of privitisation in Nigeria.
• Advised on a merger transaction involving six banks
• Advised on the divestment of six subsidiaries of a bank.
• Advised on a merger transaction involving three insurance companies.

Intellectual Property, Media, Entertainment and Technology Practice

This practice area focuses on providing legal advisory services to clients relating to the development, processing and, protecting and enforcing of their intellectual property rights. It also handles briefs and instructions that are common in the entertainment, media and sport sectors ranging from protecting creative rights of artistes at an infantile stage; advising on brand protection and licensing; validity and infringement matters; filing trademark applications, including renewals and cancellations; review and negotiation of contracts for managers, publicists, record labels, film studios, artistes and sports men and women, sports club; performing searches at the Trademark registry; tax issues; legal representation at all dispute resolution fora; domain registration with the National Information Technology Development Agency; registering, licensing, franchising, and technology transfer agreements;registering products with the National Agency for Food and Drug Administration and the Standards Organisation of Nigeria; advice and facilitation of prosecution regarding copyright infringement and conducting opposition proceedings. Our deep professional experience and expertise in Dispute Resolution and Commercial Law combined with our understanding of the workings of the Nigerian entertainment and media industry enhances our capacity to provide timely legal solutions to nagging issues in the Industry.

MAJOR TRANSACTIONS

• Successfully represented clients on appeal at the Federal High Court whose registration of a Mark at the Trademark Registry was refused by the Registrar of the Trademark Registry.
• Representing a royalty collecting society in actions to enforce their rights against competitors, regulators and others at both the Federal High Court and the Court of Appeal.
• Advised a Nigerian Content Provider on its cross – border agency transaction with a US/Europe based global entertainment corporation;
• Advised a multinational entity on technology transfer and distribution transaction with a US based manufacturer.
• Defended a claim against infringement of copyright of a commercial manual used to promote an electronic paying system.
• Handled a case involving the enforcement of intellectual property rights through anton pillar orders and claims for accounts of profit, injunction and damages by a multinational building material manufacturer.
• Advised on an international transaction involving exclusive franchise agency and distribution of protected goods in US, China and Europe.
• Regularly advised several entities in China, Europe and USA on intellectual property protection, administration and enforcement in Nigeria.
• Routinely advised on registration, licensing, set up, tax and regulatory compliance services in IT, telecommunication, entertainment concerns.
• Advised on a wide range of sporting and performance contracts between clubs and organization performances, talent development, project sponsorship and management.
• Advised on agency management and promotional arrangements involving artists, sports persons, entertainers and their partners.

Dispute Resolution Practice

This practice area focuses on providing legal advisory services to clients on the best, most effective and beneficial methods of resolving commercial disputes and claims using litigation, arbitration and other alternative dispute resolution methods of negotiation, mediation and conciliation at different stages as may be applicable. We provide cost-effective advocacy and attempt to settle disputes amicably, with the goal of reaching an expedient and successful resolution of the issues in contention.

ADMIRALTY, ENERGY, MARITIME AND EXTRACTIVE INDUSTRY

• Representing two oil and gas operators in a multi-billion Dollar environmental claim at a Federal High Court in Niger Delta Region.
• Advised and represented an oil and gas company in its successful rebuttal of tax liabilities of over US$100 million at the FIRS.
• DefendedMessrsLinland Refining & Marketing in a maritime claim of US$1 million instituted against it by MessrsNavaleFrancaise (Owners of MT Tour Pomerol).
• Representing an indigenous maritime operator in a matter seeking the judicial interpretation of the Compulsory Pilotage laws and delineation of the port limits in Nigeria.
• Acting as Counsel to a major petroleum marketer in a suit filed by Industrial Training Fund (I.T.F.) for the sum of N101.5 million plus interest and orders for declaration and injunction against our client.
• Presently defending a corporate entity relating to a claim of N1.5 billion initiated by the Industrial Training Fund (I.T.F).

ARBITRATION AND ALTERNATIVE DISPUTE RESOLUTION

• Presently representing a Claimant in a USD 350 million ongoing London arbitration against some IOCs.
• Acted as a counsel on a London Arbitration involving a claim of USD13 million against one of the top 6 crude oil traders in the world.
• A partner of the firm was one of the three – man arbitral panel that successfully conducted arbitral proceedings between the exploration and production subsidiary of a leading indigenous oil and gas company and a major Nigerian commercial Bank in a claim for a total sum of US$12 million plus interest at the rate of 17% per annum from August 2009 till the conclusion of arbitration. The Tribunal’s unanimous award of US$12 million was accepted and honoured by both parties.
• Successfully represented a leading oil and gas downstream company on its mediation with a Trade Union Body on a claim of accumulated arrears of revised pensions and gratuity in the approximate sum of N3 billion and secured a 50% reduction of the trade union’s claim.
• Representing one of the quoted companies in Nigeria in an arbitration involving a claim of over N1billion relating to alleged breach of share option scheme.
• Partners in the Firm from time to time are appointed as Expert witnesses to international arbitrations.

BANKING AND FINANCE

• Successfully defended a major Nigerian bank in a N29.1 billion suit arising from the private placement of shares in a Financial Institution in Nigeria, and handling the appeals arising out of it.
• Representing a Nigerian bank in a suit filed by a telecommunication company claiming the sum of over N4.5 billion in addition to declaratory and injunctive reliefs.
• Represented one of the largest indigenous energy group and one of its major directors in an action challenging the directives of the CBN Bankers Committee compelling a Nigerian bank to transfer 911,000 Zain shares to its debtor-customer even though the current holders had prior to the directive purchased the shares for valuable consideration of N375 million since 2004.
• Successfully defended a Nigerian bank in a N50 billion class action filed by customers of the bank in connection with unauthorized ATM withdrawals.
• Represented a Nigerian Bank successfully at the High Court in an enforcement action filed by a civil construction company in connection with an order to transfer deposits in the sum of N8.993 billion held by it to the Court’s Chief Registrar’s account pending the determination of the substantive suit.
• Acted as Counsel for Securities & Exchange Commission (SEC) against two Nigerian banks participating in the merger of six banks that constitute the present-day Enterprise Bank Limited challenging the sale/transfer of 984,714,071 units of shares of Spring Bank Plc valued at about N7.8 billion to entities connected to a named Bank in a controversial hostile take-over bid.
• Representing a commercial Bank in various cases involving directors of MTech Communication Plc which have a combined claim of about N2.505 billion against it.
• Represented one of the major Nigerian banks and its subsidiary in a suit whereby a party sought a declaration that they are entitled to full allotment of 13 million units of Zenith Bank shares which they applied for at the Bank’s last public offering of shares plus total monetary damages of N 233 million.
• Represented a group of shareholders of two Banks in two representative actions against the CBN action in removing the executive management of the affected Banks without recourse to the Shareholders of the Banks.

CAPITAL MARKETS

• Representing a Nigerian bank in a class action against a Financial Group, their directors, Issuing Houses and Regulators by some investors who bought substantial quantity of shares totaling over N30 billion being the value of 4.3 billion ordinary shares of 50 kobo each at N7 per share offered during the BGL private placement exercise.
• Represented the Securities & Exchange Commission (“SEC”) in an action pending at the Investments & Securities Tribunal Lagos involving a claim for refund of payments made for an Initial Public Offer of shares involving a liquidated bank.
• Representing the SEC in a post – merger adjustment claim brought by one of the federating banks in a scheme of merger involving six banks at the Federal High Court and the Court of Appeal.
• Defending the Security and Exchange Commission in a suit filed by an unauthorized Fund Management Company whose operation was shut down by the Commission.

ELECTION PETITION CASES

• Successfully represented the Independent Electoral Commission (“INEC”) in 18 election petition appeals arising from the 2011 Gubernatorial, State House of Assembly and National Assembly Elections in Ogun and Oyo States from the Election Tribunals up to the final appeal level.
• Represented INEC in the Supreme Court pre – election appeal against a governor of a North – Eastern State.
• Part of the legal team that successfully defended the President of the Federal Republic of Nigeria at the 2011 Election petition cases at the Court of Appeal and the Supreme Court.
• Successfully represented the Independent Electoral Commission (“INEC”) in selected election petition appeals arising from the 2015 Gubernatorial, State House of Assembly and National Assembly Elections in Lagos State from the Election Tribunals up to the final appeal level.

INSOLVENCY AND DEBT RECOVERY MATTERS

• Recovery of N3.3 Billion debt through a combination of litigation, Administrative Hearing at the Securities and Exchange Commission (SEC) and negotiated settlements for a stockbroking Firm against a Bank over improper treatment of subscription and allotment of shares.
• Recovery of N5 Billion through Receivership /Management for a mid-tier commercial Bank from debtors.
• Ongoing Winding up proceedings to recover over N4 Billion for a bank.
• Recovered trade debt of USD2 Million for an Engineering company through a winding up petition of the creditors.
• Judgment through and Undefended List procedure at the Federal High Court to recover the sum of N175 Million against F.C & T Oil Ltd and attachment of bank accounts of the company through garnishee proceedings.
• Successfully joined a Creditors Club on behalf of two creditors in the winding up proceedings for Afren with substantial claims at the Federal High Court.
• Successfully joined a Creditor winding up petition in a suit to recover substantial debt owed to our clients by BELBOP Limited.