Regulatory Update | May 2023

Aluko & Oyebode Regulatory Update

CBN REGULATORY UPDATES

    • CBN Releases Guidelines For The Regulation Of Representative Offices Of Foreign Banks In Nigeria
    • CBN Releases Circular On The Accreditation Of Cheque Printers
    • CBN Asserts That Bvn Issued In Nigeria Has No Expiry Date
    • CBN Releases Statement On The Operating Guidelines For Rt200 Non-Oil Export Proceeds Repatriation Rebate Scheme
    • CBN Revokes The Operating Licences Of Certain Microfinance Banks, Finance Companies And Primary Mortgage Banks
    • CBN Increases Monetary Policy Rate From 18 Percent To 18.5% Percent

MARKET UPDATES

    • CBN In Talks With Google To Set Up Virtual Currency Museum

  • SEC UPDATES

    • SEC Disclaims Fake Websites Purportedly Associated With It

CASE LAW UPDATE

    • Ajayi v SEC: Supreme Court Affairs The Jurisdiction Of The Investments And Securities Tribunal Over Capital Market Disputes.

Click Here to Read More

 

 

Corporate Governance and Directors’ Duties in Nigeria: Overview

A Q&A guide to corporate governance law in Nigeria.

 

The Q&A gives a high-level overview of corporate governance trends; the main forms of corporate entity used; the corporate governance legal framework; corporate social responsibility and reporting; board composition and restrictions; directors’ remuneration; management rules and authority; directors’ duties and liabilities; transactions with directors and conflicts; disclosure of information; shareholders’ rights, company meetings, and minority shareholder action; and internal controls, accounts and audits.

Corporate Governance Trends

  1. What are the main recent corporate governance trends and reform proposals in your jurisdiction?

The Companies and Allied Matters Act 2020 (CAMA 2020) as amended by the Business Facilitation (Miscellaneous Provisions) Act 2022 (Business Facilitation Act) is the most recent legislation on corporate governance in Nigeria. The CAMA 2020 and Business Facilitation Act introduced the following into corporate governance practice in Nigeria:

  • Single shareholder/single director companies: small companies can now have one shareholder and one director. A small company is one that, among other criteria, has a turnover of up to NGN2 million per annum and a net value of up to NGN1 million. Private companies may have a single shareholder, however, all companies must have at least two directors.
    Companies with foreign non-resident shareholders can be private companies with one shareholder.
  • Electronic meetings and keeping of company records in electronic form.
  • Board structure and composition: the chairman of the board of directors (BoD) of a public company cannot also be the chief executive officer (CEO) or managing director (MD) of the same company. Public companies are now also required to have a number equal to one-third of the total directors on the board of the company as independent directors. Directors of public companies cannot serve on more than five boards.

Click here to read the full report

 

Africa’s Growing Dispute Resolution Landscape report

Our Managing Partner, Joke Aliu, contributed to the recently published report, “Africa’s Growing Dispute Resolution Landscape.” This collaborative publication by the UK Ministry of Justice (MOJ) and GREAT Legal Services in partnership with Africa Legal provides a comprehensive analysis of the evolving Alternative Dispute Resolution (ADR) landscape in Africa and its significance in the region.

The report highlights the remarkable progress made in recent years, showcasing the establishment of arbitration centers across the continent and the increasing adoption of mediation in various jurisdictions. It also addresses the challenges hindering the development of ADR in Africa while exploring opportunities for enhanced partnerships.

To access the report, please click here.

 

 

Intellectual Property Newsletter – Volume 2, 2023

Intellectual Property Newsletter - Volume 2 2022

We bring to you our second quarterly IP Newsletter, Volume 2, 2023, and also celebrate with the general public on this year’s World IP Day commemoration themed – Women and IP: Accelerating Innovation and Creativity.

Activities at the Regulatory Agencies

 

  • Trade Marks Registry

 The officials of the Trade Marks Registry held a meeting with the Registry’s Internet Service Providers and IP Agents on March 23, 2023, to address the challenges of prosecuting applications on the new online filing platform.

The Service Providers stated that applications from the old online filing platform are currently being migrated to the new filing platform to enable the Registry’s officials’ access and process registration and recordal certificates, upload notices of opposition for ease of blocking opposed trademarks, and allow Applicants to amend applications before examination without incurring costs, amongst others. The Service Providers informed the Registry’s officials and Agents that they are working assiduously to optimize the online filing platform in order to rejuvenate same in line with international best practices.

Click here to download full publication

– Intellectual Property Newsletter Volume 2 2023

 

.

 

Key Highlights of the Copyright Act 2022

On Friday, March 17th, 2023, the President of the Federal Republic of Nigeria signed the Copyright repeal and re-enactment Bill (the “Bill”), which is now the Copyright Act, 2022 (the “Act”). The Act contains ample and innovative provisions that address modern-day realities, technological advancements, and international best practices, including the need to ensure Nigeria’s compliance with obligations arising from relevant international copyright treaties and conventions.

The Act aims to protect the rights of authors to ensure appropriate rewards and recognition for their intellectual efforts; provide appropriate limitations and exceptions to guarantee access to creative works; facilitate Nigeria’s compliance with obligations arising from relevant international copyright treaties and conventions; and enhance the capacity of the Nigerian Copyright Commission (“NCC” or the “Commission”) for effective regulation, administration, and enforcement of the provisions of the Act . The Act consists of twelve (12) parts and is divided into 109 sections and a schedule on supplementary provisions relating to the Governing Board of the Commission.

The purpose of this review is to highlight the notable changes introduced in the Act.

Key Highlights of the Act

1. Online Contents
One of shortcomings of the repealed Copyright Act was the absence of express provisions related to works on the internet. The Act contains detailed provisions aimed at protecting works in the digital space. It redefines the term “Copy” to include a reproduction in any form, including digital copies. This definition therefore expressly brings all forms of reproduction within the purview of the Act, whereas the repealed Copyright Act had a restricted definition of “Copy”.

Further, the Act replaced the term “cinematograph films”,” which is one of the categories of works established under Section 1(1)(d) of the repealed Copyright Act, with the term “audio-visual work,” which has a broader meaning and can be extended to the digital space.

Click Here to Download the Full Publication
– Aluko Oyebode – Nigeria Copyright Act 2022

 

 

Additional Tier 1 Bonds: The Credit Suisse Situation and Lessons for Nigeria

On 19 March 2023, the two (2) largest banks in Switzerland, Credit Suisse Group AG (“Credit Suisse”) and UBS Group AG (“UBS”), entered into a merger agreement (the “Merger”) further to the intervention of the Swiss Federal Department of Finance, the Swiss National Bank (the “SNB”), and the Swiss Financial Market Supervisory Authority (“FINMA”).

As part of the intervention, the SNB indicated that the Merger would trigger a complete write-down of 16 billion Swiss francs ($17.5 billion) worth of Credit Suisse’s Additional Tier 1 (“AT-1”) bonds. This meant that investors in the instrument would rank lower than shareholders of Credit Suisse, as they will receive no compensation upon the implementation of the Merger, while shareholders of the bank will receive UBS shares as compensation for the surrender of their shares in the bank.

In light of recent events, this article examines the global regulatory framework relevant to AT-1 instruments, the implications of write-downs, and draws some lessons for Nigeria.

Click here to download the full publication

 

 

Aluko & Oyebode advises Acumen in connection with its investment into CropSafe Agro Services Limited

Aluko & Oyebode (the “Firm”) is pleased to have advised Acumen Fund Inc. (“Acumen”), a non-profit impact investment fund focused on investing in social enterprises servicing low-income individuals and communities, on its strategic investment into CropSafe Agro Services Limited (“CropSafe”), a high-impact agricultural social enterprise whose innovative grain-drying method is supporting smallholder farmers across Nigeria by minimizing post-harvest losses and providing access to local and international markets for their produce.

The Acumen/Cropsafe transaction is notably the first investment under the Challenge Fund for Youth Employment, a six-year program funded by the Netherlands Ministry of Foreign Affairs. It is a significant step towards the development and transformation of the Nigerian agricultural sector to a more responsible, collaborative, and quality focused sector. Investing in post-harvest infrastructure and ensuring market access for farmers has the potential to bring about a transformative impact for thousands of families. This investment underscores Acumen’s mission of solving poverty problems and its strategy of investing in businesses that create access to the elemental needs of smallholders.

The Firm’s transaction team was led by its Partner and Head of the Business Advisory Team, Oghogho Makinde, and included Managing Associate – Olagoke Kuye, Senior Associate – Michael Iwuoha and Associate – Funmilola Aliu.

Constitutional Reforms in Railway and Power: Opportunities and Implications for Investors

The President of the Federal Republic of Nigeria recently assented to sixteen (16) Constitution Alteration Bills, some of which have decentralised certain critical sectors of the economy previously controlled by the Federal Government.

Notable sectors of the economy affected by the amendments are railway and electricity. We have provided commentaries on the implications of the amendments in these two sectors and the business opportunities that these portend.

Highlights Of The Constitutional Amendments On Railway And Electricity

 

Nigeria operates a federal system of government, and under the Constitution of the Federal Republic of Nigeria, 1999 (As Amended) (the “Constitution”), the country’s law-making powers are shared between the Federal Government on one hand, and the thirty-six states of the Federation on the other hand.  The National Assembly is conferred with powers to make laws for the Federal Government and the Federal Capital Territory (FCT), while the Houses of Assembly are empowered to make laws for their respective states.

The Second Schedule to the Constitution provides for matters within the exclusive and concurrent legislative lists. The National Assembly has the legislative competence over matters in the exclusive list while both the National and the Houses of Assembly are empowered to legislate over matters in the concurrent legislative list.

Prior to the amendments, railway was on the exclusive legislative list of the Constitution, but the Fifth Alteration Bill No. 16 (“Act No. 16”) has now removed railway from the exclusive list and transferred it to the concurrent legislative list, thereby giving powers to both the Federal and State governments to regulate the subject.

With respect to electricity, this subject matter has always been on the concurrent legislative list of the Constitution. In other words, both the National Assembly and the Houses of Assembly were empowered under the Constitution, to legislate on the subject of electricity. However, the extent to which the Houses of Assembly could make laws on electricity was circumscribed.

Prior to the passage of the Fifth Alteration Bill No. 17 (“Act No. 17”), paragraph 14(b), Part II of the Second Schedule to the Constitution provided that “a house of assembly may make laws for the state with respect to the generation, transmission and distribution of electricity to areas not covered by a national grid system within that State.”[1]

The effect of the above provision of the Constitution was that whereas the National Assembly could make laws on all aspects of the electricity value chain in all parts of the country, the House of Assembly of a state could only legislate in areas within the geographical location of the state, that were not covered by the national grid.

While the geographical location of a state has never been in issue, determining those areas of a state that are not covered by the national grid was complicated and caused extensive debates as the national grid currently traverses all the states of the Federation. The Constitution offered no guidance for the interpretation of this provision and there has so far been no known judicial pronouncement on the issue, leaving much room for uncertainty.

Click here for the full publication

Federal Ministry of Mines and Steel calls for Expression of Interest for the concession of the National Iron Ore Mining Company (NIOMC)

The Federal Government of Nigeria, through the Federal Ministry of Mines and Steel (the Ministry) and in compliance with the Infrastructure Concession Regulatory Commission Establishment Act 2005 and the National Policy on Public-Private Partnership (N4P) intends to involve the private sector in the redevelopment, operation and maintenance of the National Iron Ore Mining Company (NIOMC) (The Project).

The Project for which the Ministry will act as a counterpart has been certified as eligible for a Public-Private Partnership by the Federal Government of Nigeria through the Infrastructure Concession Regulatory Commission (ICRC) and a Project Steering Committee comprising key representatives from Ministries, Departments and Agencies of the Federal Government. The Ministry is therefore calling for eligible interested private sector participants to redevelop, operate and maintain the NIOMC under a Public-Private arrangement as per the terms of the concession agreement.

The Request for Qualification (RfQ) and Request for Proposal (RfP) will be issued to all private sector interested parties concurrently and only the RfP submissions of parties who are shortlisted after the review of the RfQ submissions will proceed to the procurement process.

Click here to download the full publication

Nigerian Communications Commission – Online Licence Application Process

The Nigerian Communications Commission (NCC) updated its licensing procedure on April 19, 2023, to include the steps for filing online licence applications.

Although the option for online application submission has always been available on the NCC e-service portal, many applicants preferred to deliver their applications to the NCC physical office address to avoid undue delays, technical errors and limitations. For instance, the online platform does not allow the submission of details of corporate shareholders. We understand that this limitation is being addressed.

The update by the NCC which explains the steps for filing applications online, will no doubt ease the application process for prospective licensees.

The NCC E-service portal has several regulatory filing capabilities and features, with the potential to improve service delivery in the telecommunication regulatory space. The following are instructive for prospective applicants.

Click here to download the full publication