Practice Area| Corporate and Commercial

Our corporate and commercial practice is at the core of our law practice and we advise companies of varying sizes, from entrepreneurial start-ups to major international organisations, with their on-going business needs, helping them achieve their commercial goals.

We aim always to inject value into our clients’ business and focus on finding solutions to the issues impacting their daily operations. We invest time to understand what our clients want to achieve and then apply our expertise and experience to make them succeed. Many of our lawyers have worked in-house, on secondment, or have previous industry expertise which means we understand the myriad challenges facing our clients and work with them to deliver practical, timely solutions.

We provide specialist advice that helps our clients to maximise their opportunities whilst minimising their risks, and we work closely with colleagues in other practice areas to provide a complete solution to our clients’ requirements. We pride ourselves on our specialist knowledge and depth of team providing an internationally regarded practice.

Sefton Fross advises companies on all areas of company law, including board procedures, director responsibilities and shareholder relations, corporate policies, codes of conduct and listing rules. Our lawyers function as an extension of the clients’ business teams on transactions and day-to-day operations, giving the management more time to focus on other profitable aspects of their businesses.

We also provide services such as, structuring and forming new corporate structures, reorganizing existing structures, repatriating earnings, venture capital and private equity, initial and secondary public offerings, mergers and demergers, as well as corporate insolvency and restructuring. We also plan, coordinate and manage our clients’ corporate affairs, such as preparing annual meeting minutes and filings.

We consider our key strength, to be our ability to handle cross-border transactions, because we regularly work on major international deals. Clients value the prowess of our team, the quality of our legal expertise and our ability to negotiate comprehensive agreements that addresses their best interest.

Business Start-up

We render advise to our clients on organizing a new business, general regulatory compliance, hiring first employees, creating and developing new products and services, and all other forms of business interest of the client.

Irrespective of the stage at which our clients’ business is, in terms of growth (from business start-ups, through to established multinationals), we recognize that commercial arrangements are key to the success of a business.

We have extensive experience in all forms of commercial contracts, we give priority towards understanding how the commercial arrangement at any given time fits into the client’s wider business strategy and prominent risks and opportunities that this presents. This commitment to clients’ actual needs means we are able to provide them with a more focused legal and strategic advice.

Corporate

The firm’s well trained and experienced lawyers provide general corporate advice on matters such as annual general meetings including maintenance of statutory registers, reviewing annual report and accounts, business reviews, notices of meetings, corporate governance issues, share capital and shareholder rights including redenomination of share capital, class rights, conversion rights, redemption and transfer of shares or other securities and financial assistance issues, company formation and administration.

We keep all our clients up to date with corporate governance procedures and developments. We advise the client as well, on its corporate social responsibility, board structures, interactions with regulatory bodies, amongst other ancillary matters.

Equity Capital Markets

We are the go-to firm for clients seeking to raise capital in the financial market, as we are reputed for providing practical and insightful solutions. We possess legal expertise in the equities market in Nigeria and provide services in range of equity related transactions such as Initial Public Offers (IPOs), rights issues, private placements, convertible and exchangeable bonds, etc.

Mergers and Acquisition

We advise our clients on their investment decisions and provide creative solutions for complex, time sensitive mergers and acquisitions. We advise on all aspects of public and private mergers and acquisitions including domestic, cross border and international transactions. We are experienced in all negotiated and non-negotiated acquisition methods, including tender offers, direct and indirect demergers, roll-up transactions, management buyouts, joint ventures, partnerships, and leveraged acquisitions.

Our lawyers are well versed on ancillary issues such as tax, labour, environmental, government contracts and real estate. We also work closely with clients to provide comprehensive due diligence and integrated transaction structures suited to the client’s needs.

Private Equity

Our lawyers have experience in the whole gamut of private equity activity and have assisted with fund structure and formation, securities laws, tax structuring, regulatory compliance, portfolio and strategic investments, and exit structuring. In assisting our clients, be they the management, equity provider, credit provider or vendor in a leveraged or management buyout, or the fund manager, investor or target company in venture capital investment, our advice and documentation reflects a comprehensive understanding of all the relevant laws and the commercial objectives of the parties.

Regulatory and Compliance

We are aware of our clients regulatory and compliance obligations and we undertake this task on behalf of the client, ensuring that they are not in breach with the law or any regulatory agency at any time. We also have a strong relationship with regulatory agencies in the major industries wherein we provide services, this is a result of our constant interaction in recent times.

Restructuring and Insolvency

We have considerable experience, representing clients in various aspects of restructurings, workouts and insolvency matters both in transactions and in litigation matters.

We have worked with various clients in a variety of sectors, ranging from advising lenders, investors, hedge funds, private equity companies, financial advisers, distressed companies and their boards, insolvency practitioners, amongst others.

Taxation

Sefton Fross recognizes the significance of taxation to the client’s business in all its transactions. We assist our clients in identifying risks and opportunities, and assist them to achieve compliance. Our tax practice cuts across each of the firm’s practice areas which includes advising clients on tax related issues in general corporate commercial law, asset sales and purchase, mergers and acquisition, debt financing, as well as tax related dispute resolution matters.

We offer realistic and up to date tax advisory services for start-up companies, multinationals, foreign oil & gas companies, financial institutions and government agencies.

Our lawyers have comprehensive knowledge of the tax laws applicable to various sectors in Nigeria, therefore we are able to render robust legal advice. The firm’s tax lawyers work collaboratively with other practice groups within the firm and sometimes external tax professionals and bodies in a bid to provide up to date tax advisory services to clients. We are also strategically positioned to represent clients in tax disputes which may arise in the course of their business.

Telecommunications, Media and Technology

We have deep industry sector experience that allows us to provide valuable practical advice and innovative solutions to our clients operating within the telecommunication sector in Nigeria. We offer advice on a wide spectrum of issues affecting the sector, licensing, regulatory compliance and general advisory on the industry.

Representative Experience

  • Advising on the joint venture between a Nigerian company and a leading fuel trader and the operation of a storage terminal and jetty in Nigeria.
  • Advising a company in the financial services industry the acquisition of 75% stake of a company in Cote d’Ivoire.
  • Advised as Transaction Solicitor in respect of a proposed restructuring of a NGN 30,000,000,000 Vanilla Bond and NGN 11,500,000,000 Sukuk Al-Ijarah.
  • Advised Synergy Capital Managers on its acquisition of the Nigerian and Ghanaian subsidiaries of Dimension Data Group, a leading information and communications technology provider.
  • Advised Standard Alliance Insurance Company Plc and Standard Alliance Life Assurance Company Limited on their scheme of merger.
  • Advising on the share restructuring of two insurance companies in Nigeria.
  • Advising an international private equity firm on its Trade Finance Facility to an indigenous downstream petroleum marketing company.
  • Advising as Solicitor to issue, of a rights issue by an insurance company.
  • Advised PMG Coconut Industries, in setting up a Mauritius and a Benin Republic business entity to facilitate the processing and exportation of raw materials to end users across the world.
  • Advised a logistics company on its design, installation and delivery of cash deposit terminals, Automated Teller Machines on its’s payment services project with Nigeria Inter-Bank Settlement System Plc.
  • Advised a telecoms infrastructure provider in respect of the proposed US$100 Million hybrid investment by a private equity firm.
  • Providing company secretarial services to several local and international companies in Nigeria.
  • Advised an oil & gas company multinational in respect of its tax obligations to the government within its sector.
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