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KNOWLEDGE BANK

By Sefton Fross

UNDERSTANDING THE UNIFORM DEMAND GUARANTEE RULES NO 758: In May 2016 the Nigerian government announced the deregulation of the oil and gas sector which involved the removal of fuel subsidy1 and the freedom of oil importers to source for foreign exchange (FX) from the secondary sources to facilitate their international trade…

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According to the World Bank’s Migration and Remittances Factbook 2016, more than 250 million people, or 3.4 percent of the world population, live outside their countries of birth. Members of the Nigerian diaspora are not lost in this trajectory as they remain closely connected to…

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On January 30th, 2019, the President signed into law the Federal Competition and Consumer Protection Act 2019 (the Act). Prior to the passing of the Act, there was no singular competition law or regulator in Nigeria that applied to all sectors, businesses, market participants. This lacuna led to…

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In what can be described as a sudden turn of events, the Nigerian Deposit Insurance Company (NDIC) announced on Friday 5th of August 2011, that it was exercising its statutory powers to establish three bridge banks to assume the deposits and liabilities of Afribank Plc….

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A Real Estate Investment Trust (REIT) can be broadly defined as an investment vehicle created for the purpose of buying, developing, managing and selling real estate assets and related interests. In jurisdictions outside Nigeria where the REIT has taken hold, the REIT is run as a…

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Recently, a full page advert was placed in several Nigerian newspapers by six electricity generation companies (Gencos), warning of an impending shut down of their operations due to an outstanding N145.7 billion debt owed to them for power generated so far. Collectively, these Gencos, including the…

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International businesses as well as governments are embracing the use of arbitration as a means to resolving their contract disputes. The rationale behind this attitude is because of the nature of the process, it is primarily private and there is the notion that the privacy of the process guarantees its…

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The Central Bank of Nigeria (CBN), in a bid to increase the flow of credit to the real sector of the economy and sustain economic recovery, released, on the 23rd of August 2018, the new Guidelines for Accessing Real Sector Support Facility (RSSF) through Cash Reserves Requirements (CRR) and Corporate Bonds…

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ASSET MANAGEMENT

Sefton Fross’ asset management team works alongside asset management firms and other corporate clients in Nigeria to create the proper structures for the efficient management of their assets. We ensure the proper and effective dealing, management and transfer of assets through provision of legal advisory and the preparation of transaction documents that protect clients’ interests and are commercially viable.

We advise on fund establishments across different asset classes, investment management, on M&A and corporate transactions involving asset or fund managers, the establishment and management of mutual funds and on general legal advisory. Our team works alongside other practice teams at the firm, including our corporate & commercial and regulatory and compliance practice teams to provide holistic legal advisory on all our asset management matters, and to ensure the efficient management of the assets throughout its full life cycle.

Our Work
● Advised and assisted with the establishment of Rusumo Fund Managers Limited, a Nigerian fund management company.
● Advised an asset management company in Nigeria on its establishment and operations as well as its contracts with potential investors.
● Advised a Nigerian asset management company on the issuance of a mutual fund.

AVIATION

Our aviation practice team represents airline operators, financiers, investors, and service companies on a variety of aircraft acquisition and operation matters. We handle all aircraft licensing and regulatory matters, operation and management agreements, aircraft finance, leasing and litigation. Our aviation practice includes domestic and cross-border transactions and operating leases. This means our expert team of lawyers have a well-rounded understanding of how the aviation industry works, and our accurate application of the knowledge ensures our clients get the best solutions to their specific needs. We also have the requisite knowledge to handle aviation litigation including all forms of dispute resolution, disputes arising out of operating and finance leases and disputes arising out of termination of leases. We provide regulatory advice and compliance, as well as merger advice and act for government and financial institutions in providing advisory services where necessary.

Our Work
● Advised a Client on the lease of an Aircraft from an international aircraft company registered in the Isle of Man and the Aircraft Operating Agreement.
● Advised a Client in the creation and perfection of a mortgage over a Boeing aircraft registered with the NCAA to secure a loan to a Nigerian company.
● Advised a Nigerian bank on its $2.7 million acquisition finance of an Embraer Aircraft for an aircraft service company.

BANKING & FINANCE

Sefton Fross is reputed for its market leadership in banking and finance law, and our banking and finance practice renders the full scope of legal advisory services to clients across diverse industry sectors. We have advised on many high-value and sophisticated financing transactions in Nigeria and we work for both local and international corporations and financial institutions on all aspects of deal structuring, preliminary and comprehensive advice, negotiation and documentation. Our lawyers bring to bear their diverse experience and market leading expertise on various transactions, and the team leverages on its profound knowledge of financial, commercial and tax laws in delivering cutting–edge service to clients. We advise on a wide range of financial products, including but not limited to, asset finance, debt capital markets, corporate finance, derivatives & structured finance, Islamic finance, leveraged & acquisition finance, projects & infrastructure finance, real estate finance, restructuring & insolvency, and trade & export finance.

We provide financial advice to private and public limited companies, private equity firms, local and international banks, export credit agencies, multilateral and development finance institutions, as well as agencies of government. We work alongside our corporate, regulatory, insolvency and restructuring as well as dispute resolution practice in rendering bespoke and all-encompassing services to our clients. This positions us strategically to constantly play notable roles in diverse cutting-edge and innovative banking and finance transactions, taking into account the ever-changing environment while tailor market conditions and commercial climate to suit our clients’ needs.

ASSET FINANCE
Maximizing the return on investments in capital intensive assets entails complex judgments about business needs, tax, variety of legal issues as well as accounting rules. Our asset finance practice is multi-disciplinary in approach, thus providing a competitive advantage to our clients. We advise the full gamut of players in asset finance transactions ranging from equity investors to lenders, lessors, lessees, providers of credit, joint venturers, corporate trustees, and debt and equity syndicates. Our team is familiar with all principal financing techniques employed in the asset finance industry, and our lawyers collaborate with other teams within the firm, to enable us proffer comprehensive advise and develop innovative financing structures for clients in various transactions.

Our Work
● Advised a client on its US$16.3 Million acquisition of a vessel for the purposes of servicing a time charter contract.
● Advised a Nigerian bank on the financing of the purchase of a Panamanian vessel and compliance under the Cabotage Act.
● Advised the special purpose vehicle set up by an American company on its US$45,000,000 (Forty Five Million US Dollar) leveraged acquisition of several Marine Vessels.

COPORATE FINANCE
Our corporate finance practice comprises of experienced specialists whose pragmatism, market knowledge and commercial approach has earned us a strong reputation as a leader in the Nigerian market. Our understanding of the various corporate finance techniques helps us to provide advice on the legal basis and possibilities of using the myriad of financing techniques available to a corporate to raise financing. The team advises on a broad range of domestic and cross border lending transactions for lenders and borrowers alike. We advise on single lender loans, syndications, club deals, acquisitions and disposals as well as corporate restructuring. We also advise many industries, thus putting us at the epicenter of relevant issues affecting the market. We are reputed for delivering quality services of an international standard, and for adopting a commercial attitude to our clients’ transactions.

Our Work
● Advised the Borrower, a downstream oil and gas company on the restructuring of the US$129 Million financing for the acquisition of participating interest in upstream oil and gas assets.
● Advised a Cayman registered private equity fund on its $10 Million credit facility to the strategic owners of a Nigerian bank for additional capital injection.
● Advised the Borrower on the US$325 Million consolidation and restructuring of downstream assets financing by a Nigerian company.

DEBT CAPITAL MARKETS
We have extensive expertise in advising on the whole range of debt backed instruments and the financing of corporate and numerous other offerings of debt-related products. Our lawyers have advised issuers, financial advisers and trustees on the structuring and issuance of some of the largest debt issuances in the Nigerian capital markets, including on the establishment of Medium-Term Note Programmes, Bond issuances, Global Depositary Receipts, asset backed securitizations and the like.

Our Work
● Advised as Solicitors to the Trustees of a N300 Billion Bond Issuance Programme by a cement manufacturing company.
● Advised as Solicitor to the Security Trustee of the N13 Billion refinancing of the Series 1 Residential Mortgage Backed Securities by the Federal Mortgage Bank of Nigeria.
● Advised as Solicitors to the Trustee of the Fidelity Bank Plc’s N30 Billion 16.48% Fixed Rate Subordinated Unsecured Bonds due 2022.

DERIVATIVES & STRUCTURED FINANCE
We represent clients in structuring and implementing novel and abstruse transactions. We adopt a pragmatic approach and constantly devise innovative solutions to reflect the changing needs of clients. Our experience ranges from dealing with the practicability of simple transactions to solving technical difficulties associated with highly engineered financial products. Our derivatives & structured finance practice is equally unique for the capacity and expertise of the lawyers, commanding a vast knowledge in OTC, exchange traded and derivatives-based securities and other & structured finance products. Our clients include providers and end users of all derivative products, including international investment. We have been actively involved in the development of the Nigerian derivatives market. We work with our clients to create structures that help them achieve both their business strategy and satisfy appropriate legal and regulatory requirements.

Our Work
● Advised several international investment banks and financing corporations on the legal treatment of derivatives in Nigeria using the ISDA Documentation
● Advised several international investment banks and financing corporations on the legal treatment of repurchase transactions in Nigeria using the GMRA
● Advised an International investment bank based in London on a US$15 Million Cross Currency Interest Rate Swap with a Nigerian Bank.

ISLAMIC FINANCE
We have advised on almost all of the significant Islamic finance deals in Nigeria. Our firm is strategically positioned, in view of our transaction-based experience, to devise and deliver financing solutions for both investors and issuers in accordance with the principles of Shari’a law. Our lawyers have structured some of the most complex and innovative Islamic finance transactions in Nigeria and have acted for a range of clients, which include governments, government agencies and corporates and have also advised regulators on ways to improve existing legislations and also develop new legislation aimed towards providing Islamic finance solutions.

Our Work
● Advised as Solicitors to the Nigerian government the debut issuance of a N100 Billion Sukuk in the domestic debt market.
● Advised Osun State Government as Solicitors to the Issuer in the restructure of a NGN 30 Billion Vanilla Bond and NGN 11.5 Billion Sukuk Al-Ijarah.
● Advised as Solicitors to the Nigerian government the Series 2 issuance of a N100 Billion Sukuk in the domestic debt market.

LEVERAGED & ACQUISITION FINANCE
We provide clients with a team that is familiar with the commercial dynamics of the market and the business drivers, enabling us to anticipate issues and proactively find solutions to them. We act for buyers, sellers and their financiers in leveraged acquisitions, including private equity firms, investment and commercial banks, institutional investors and others. Our depth of industry experience qualifies us to advise on all types of leveraged and acquisition financings, re-financings, re-capitalisations and restructurings. We are experienced in all relevant financing products, such as senior, mezzanine, subordinated debt, bridge financing and vendor financing.

Our Work
● Advised Ignite Investments and Commodities Limited on its $110,000,000 financing of the acquisition of 74.02% of the issued share capital of Forte Oil Plc.
● Advised an energy and engineering services company on the US$29,000,000 financing to fund the acquisition of all the shares of a downstream oil and gas company.
● Advised Book Holding I Limited in respect of the US$50 Million leveraged acquisition of the shares of Leadway Assurance Company Limited from the International Finance Corporation (IFC).

PROJECT & INFRASTRUCTURE FINANCE
Our team has extensive experience advising all aspect of infrastructure finance including financing for acquisition or development of oil & gas and power generation projects. We have advised sponsors, government and lenders on various aspects in the deal spectrum, from negotiation of the concession agreement, project documentation and financing. Our team members have worked on some of the largest and most complex project finance transactions in the key sectors of the Nigerian economy from conceptualization to closing. The experience gathered from having advised on all sides of the deal spectrum i.e. sponsors, banks, arrangers, guarantors, ECAs, MLAs and project companies endows us with exceptional ability to adequately protect the interest of our clients.

Our Work
● Advised a Nigerian oil and gas company on its US$2 billion financing of the acquisition of 45% participating interest in an Oil Mining Lease.
● Advised a telecommunication infrastructure provider in respect of the US$280 Million financing by a syndicate of local and international banks.
● Advising a company on the US$10 Million initial financing for the development of a leather manufacturing plant.

REAL ESTATE FINANCE
Sefton Fross’ real estate finance lawyers, have a vast understanding of the commercial real estate sector and the financing techniques in the real estate market, including bi-lateral loans, syndicated loans, mezzanine loans, development finance, and capital markets products. Our lawyers possess a depth of specialist expertise across the broad range of real estate transactions, and the ability to structure innovative and increasingly complex transactions. We advise lenders, borrowers and investors on acquisitions, dispositions, financings, entity formation (joint ventures, limited partnerships, real estate investment trusts), securitization, leasing, construction contracts and restructurings.

We represent corporates, financiers, investors, government agencies, and individuals. Our knowledge and expertise enable us evaluate investments in property through sound financial analysis assisting our clients to make well-informed investment decisions. We help our clients identify financing opportunities, determine the best source of finance for real estate projects and maximizing investment returns through informed decision making. At Sefton Fross, we represent private and institutional investors, financiers, developers and property owners to provide solutions to real estate problems. Our seasoned and well-experienced real estate lawyers adopt a pragmatic and rigorous approach, which serves the best interest of our clients.

Our Work
● Advising the project developer on the financing of the development of a 20 Block hostel for a Nigerian University.
● Advised a private equity firm on the US$11.4 Million financing of a Housing Estate Development in Lekki, Nigeria.
● Advised a group of investors on the subscription to for convertible loan notes to fund the development of a retail car park, gymnasium and restaurant in Lagos, Nigeria.

TRADE, COMMODITIES & EXPORT FINANCE
We have a team of lawyers who are experts in International trade and have provided advisory services on several transactions within and across borders. Leveraging on our experience garnered from providing advisory services within and across industries. We advise commodities traders, commercial and investment banks, development banks, export credit agencies and credit opportunities funds on long-term loans, export credit, working capital and trade finance. With the often difficult foreign currency exchange issues, we have advised clients on the structuring of numerous trade finance transactions to addresses Nigerian peculiar terrain. Our innovation in putting together abstruse finance and security structures geared at identify, allocating and mitigating risks ensure that we are at the forefront of trade finance in the country.

Our Work
● Advised a United Kingdom private equity firm on its US$10,000,000 Trade Finance Facility to an indigenous downstream petroleum marketing company.
● Advised a Swiss financial services company on the feasibility and regulatory implications of its intended trade finance structure for commodities.
● Advising a Cayman registered Credit Opportunities Fund on its proposed US$10,000,000 Trade Finance Facility to an indigenous downstream petroleum marketing company.

FINANCIAL SERVICES REGULATION
At Sefton Fross, our deep knowledge of the impact of regulatory bodies on the financial transactions makes us the firm of choice for our clients. We leverage on the experience of our committed regulatory compliance experts to meet compliance demands. Our ability to understand the regulatory requirements and expectations within the financial services industry enables us to provide well-tailored services which suit our clients needs. We realize the emerging demand for compliance requirements and assist our clients keep abreast with changes in existing rules, predict and advice on potential challenges and manage regulatory and compliance risks. We provide company secretarial, compliance and general advisory services for banks, insurance companies, issuing houses and other companies in the financial services sector.

COMPANY SECRETARIAL & REGULATORY

Our company secretarial practice team handles all aspects of secretarial services for our clients from business establishments to registrations and filings at the Nigerian Corporate Affairs Commission. We work to arrange all company meetings, working alongside company directors and shareholders to ensure compliance with the regulatory requirements under the Companies and Allied Matters Act and any other law or regulation governing our clients’ business area. We work to ensure that new companies with foreign equity participation in their capital structure the necessary statutory investment approvals, including registration with the Nigerian Investment Promotion Commission and obtaining of the relevant business permits. We also work alongside the Corporate and M&A Practice teams to conduct corporate due diligence exercises on any acquisition transactions.

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. Our clients cut across diverse sectors of the Nigerian economy including banks, financial institutions, energy companies, hospitality companies, etc. We provide the following services:

● Business establishment with the Corporate Affairs Commission and post incorporation compliance, including for taxation and registration at the Nigerian Investment and Promotion Council, where required.
● Attend meetings and prepare minutes and resolutions for boards of directors and shareholders.
● Maintenance of all statutorily required books of companies.
● Preparation, filing and registration of all returns to the Corporate Affairs Commission.
● Preparation and filling of all appropriate returns to the Ministry of Interior.
● Advising on all new and existing laws and regulations affecting clients’ businesses.

CORPORATE & 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 maximize their opportunities whilst minimizing 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.

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. Together with our company secretarial team, 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 ESTABLISHMENT
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 re-denomination 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.

Our Work
● Advised a Nigerian insurance company on its share capital reduction and balance sheet restructuring.
● Currently advising several Nigerian insurance companies on their share capital reduction and balance sheet restructuring, as well as rights issue.
● Advised a payment solutions provider on the globalization of its business by expanding into Mauritius and creating subsidiaries of the Mauritius Company across Kenya, USA and the United Kingdom.

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.

Our Work
● Advised a Nigerian insurance company on its N1 Billion Rights Issue.
● Advising a cooperative on its N20 Billion equity capital raise by private placement to finance a real estate development project.
● Advised an investor in setting up a Mauritius and a Benin Republic entity on the equity raise for establishment of the plant in Benin for the processing and exportation of raw materials to end users across the world.

JOINT VENTURE & FOREIGN CAPITAL INVESTMENTS

Our work
● Advised a Nigerian energy company on its proposed US$40 million asset divestment and joint venture with an international oil trading company for the acquisition of an oil and gas terminal.

MERGERS & ACQUISITIONS
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.

Our work
● Advised Ignite Commodities and Investments Limited on its acquisition of 74.02% of the issued share capital of Forte Oil Plc.
● Advising Royal Exchange General Insurance Company Limited on the $10 million acquisition of 39.25% stake in the company.
● Advised Standard Alliance Insurance Company Plc. and Standard Alliance Life Assurance Company Limited on their scheme of merger.
● Advised a financial services group of companies on the demerger of their non-core subsidiaries.
● Advised a company in the financial services industry on the acquisition of 75% stake in an insurance company in Cote d’Ivoire.

PRIVATE EQUITY & VENTURE CAPITAL
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.

Our work
● Advised a venture capital firm on the seed capital investment in several industries, including a linen retailing company, a renewable power generation company and an agro-allied business.
● Advising a private equity fund on the investment in a group of companies across sub-saharan Africa and the set up of a fund for the investment in technology startups.
● Advising a UK based private equity fund on the US$ 11.5 Million investment in an advertising company in Nigeria.

RESTRUCTURING & 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.

DISPUTE RESOLUTION

Sefton Fross’ dispute resolution practice handles all contentious matters arising from or related to any transaction that the firm is working or has worked on. Our team works to ensure that matters are speedily resolved. We are able to engage in extensive litigation matters where needed while simultaneously working toward reaching an amicable settlement where possible and where it is our clients’ interests. We approach contentious matters with an outlook focused on the preservation of the client’s business relationships when necessary and are conciliatory or adversarial as the situation demands. Our practice is hinged on consistently providing innovative and practical solutions in the interest of our clients.

The quality of our litigation practice both within and outside the courtroom has been widely acknowledged by clients as “outstanding” and “extraordinary”. Our local, national and international clients ranging from business start-ups to multi-national companies, financial institutions, public sector bodies, utility companies, registered businesses and individuals benefit from our commercial approach to business disputes. The Firm’s litigation team members have been actively involved in most of the biggest commercial disputes in Nigeria involving huge volume of evidence and complex legal issues, in all superior courts of records in Nigeria. The team has also represented numerous clients in mediations, domestic and international arbitrations.

COMMERCIAL LITIGATION
Sefton Fross offers high quality advocacy and dispute resolution services to our diverse clients. Our firm’s commitment to clients is emphasized by our commercial litigation team’s firm response; with formidable and resourceful litigation capabilities, to clients who become involved in disputes that cannot be settled by and amongst the parties themselves. Our team has the experience and resource of internationally trained associates leading and ensuring that we get involved at all stages of a dispute upon briefing; from the very early stages, by helping to resolve initial issues commercially, all the way to undertaking a full-fledged litigation. Our team understand the intricacies of the business world and its needs and lends its expertise with an appreciation of each dispute from a business angle and proffering solutions that are tied to commercial efficacies and profit imperatives for our client. Typical cases handled by us include complex disputes relating to commercial transactions, corporate affairs, oil and gas, banking, finance, intellectual property, construction, labour, trade, insolvency, shipping, real estate, as well as other sectors across Nigerian law.

Our Work
● Represented an American power solutions company in a claim for breach of contract worth over US$42million against a Nigerian company.
● Represented an insurance company against a claim by a consultancy company for commission on investments made in the insurance company.
● Represented an oil and gas company in an action for breach of agency obligation in a gas allocation contractual arrangement.

COMMERCIAL ARBITRATION
We recognize that particularly in cross-border transactions, many businesses, consider commercial arbitration as their default dispute resolution mechanism in resolving their disputes. Our team advises on all aspects of arbitration law and practice in Nigeria, from drafting of arbitration clause in contracts, through to the final hearing of disputes and enforcement of awards. Our team is experienced in domestic, international commercial and bilateral investment treaty arbitration and has conducted arbitrations under the leading arbitration rules. We are also experienced in assisting clients’ after an award has been granted, as we have an experienced team, dealing with both possible challenges to the award granted and enforcement of the awards. Whatever and wherever the challenge, we aim to identify and analyse key issues that will determine the outcome of the Clients’ case, to understand their objectives and to use our expertise to achieve them as quickly and efficiently as possible.

Our Work
● Represented a company in a US$5 Million arbitration proceeding at International Chamber of Commerce in a matter for breach of a supply and distribution product agreement for building materials.

MEDIATION
Mediation is also fast becoming one of the preferred dispute resolution mechanism for commercial parties. The principal advantages of mediation are that it is relatively inexpensive compared to litigation and arbitration, and also offers a faster route towards decision making. Furthermore, where disputes are resolved by mediation, it is sometimes possible to preserve the business relationship between the parties rather than the parties permanently falling out as often occurs after litigation or arbitration. Mediation can take place at any stage of a dispute, but it is usually desirable to hold mediation at an early stage. Our dispute resolution team has mediated all types of disputes and we are available to advise and support clients who adopt mediation as a mechanism for resolving their commercial disputes.

Our Work
● Successfully represented a Client in a compensatory claim of over Two Billion Naira against a State Government in Nigeria for an alleged breach of a Concession Agreement in relation to the concession granted by the State Government.
● Successfully acted for a client in a N45 million breach of contract claim.
● Represented a client in a mediation against a Company, its shareholders, and other parties to protect the rights of our Client as shareholder/director.

ENERGY, NATURAL RESOURCES & PROJECTS

Sefton Fross is reputed for its sophisticated, diverse and full-service energy law practice, encompassing transactional, dispute and regulatory matters. The energy and natural resources practice are an integral part of the firm’s practice and we have to our credit, lawyers with vast transaction experience, providing diverse service to clients within the sector. We are committed to seeing that our clients keep pace with market and regulatory trends and developments, as well as breaking new grounds in other markets, managing investment risk and strengthening their business through the rendering of top notch legal advice combined with industry knowledge and an acute awareness of the clients’ commercial drivers.

OIL & GAS
We render services to clients in the upstream, midstream and downstream sectors of the Nigerian oil and gas industry. We are experienced in all contractual and fiscal aspects of the oil & gas industry including production sharing contracts, concession and joint venture agreements, joint operating and shareholders’ agreements, sale and purchase agreements, risk service contracts (state and non-state), farm-in and farm-out agreements, unitization agreements and drilling and development contracts. We advise on the acquisitions and divestitures of onshore and offshore assets, as well as marginal fields from the Federal Government of Nigeria and private assets owners and we have advised on some of the largest, most complex and sophisticated transactions in the Nigeria oil and gas sector. Our depth of experience within the industry spans the entire value chain from exploration and production activity through development of pipelines, gas gathering and liquefaction projects, refining and petrochemicals. We understand the challenges and opportunities that are common in the upstream sector, based on our vast experience of providing legal advice to operators and service companies, as well as interfacing with regulators.

In addition, we appreciate that pipelines infrastructure, storage and transportation facilities are essential parts of the oil and gas supply chain; all fully regulated by Nigerian law and with deep oversight by industry regulators. Accordingly, we are familiar with and have in-depth knowledge of the relevant laws and regulations governing the oil and gas industry. We recognize that clients seek to maximize the value of their investments by adopting efficient and viable channels between production and distribution, and at Sefton Fross, we bring to the table our vast understanding and knowledge of the sector, providing clients with innovative solutions to the myriad issues affecting their businesses. As an added advantage, we are well reputed for our expertise in the financing of energy projects.

Our Work
● Advised a client on its US$2.56 Billion acquisition of 45% participating interest in an oil mining lease from Shell, Total and NAOC.
● Advised an indigenous oil and gas company on the Risk Service Contract for the development of a marginal field.
● Advised an oil and gas client on the engineering, design and conversion of an Ultra Large Crude Carrier to an FPSO.
● Advised a client on its US$453 Billion acquisition of 45% participating interest in an oil mining lease from Shell, Total and NAOC.

POWER & UTILITIES
We have experience providing legal and advisory services for the power sector in Nigeria, successfully advising our clients on all aspects of major acquisitions, joint ventures, asset purchase, privatisation, trading and marketing, regulation and market reform, public procurement matters, environmental issues, legal disputes and financing. Our lawyers are at the forefront of the development of the power sector in Nigeria, advising the government, regulators, multinationals, investors (equity and debt), suppliers and manufacturers. We are known for ground-breaking work in the sector, having played active roles in representing companies involved in the liberalization of the electricity industry from bidding for the government-controlled power plants through to completion of the purchase of the power plants by private companies.

With a deep understanding of the opportunities and the challenges inherent in the sector, we are able to give our clients the required assistance and tools needed for navigating the peculiar dips and turns doing business in a pioneer industry can entail. We understand that clients need advisers who not only understand the current dynamics of the sector but are tuned to the nuances of the potential developments and imbued with foresight on what lies ahead. Thus, we constantly bring innovation and pragmatism to bear in delivering creative solutions. We are poised to deliver, across the entire gamut of the electricity industry – from generation through transmission to distribution – tailor-made legal advice to both new and existing players to ensure they get value on their investments. We maintain a continuing awareness of statutory, judicial and regulatory pronouncements and policies affecting businesses engaged in the sector in order to be able to always deliver top-notch legal advice, to the delight of our clients.

Our Work
● Advised EMA Consortium on its US$625 Million acquisition of 80% of the issued share capital of Calabar Power Generation Company.
● Advised Honeywell Plc in respect of the sale of 5 X 3MW generating plants and Power Purchase Agreement.
● Advising a manufacturing company on its purchase of power from an Independent Power Producer.

INFRASTRUCTURE DEVELOPMENT
At Sefton Fross, we have a team of dedicated and specialist lawyers who are well positioned to deliver a comprehensive range of solutions across a wide spectrum of projects undertaken in infrastructure development. Our lawyers advise sponsors, lenders, institutional investors, infrastructure and pension funds, commercial banks, corporations, developers, insurance companies and governmental entities across the spectrum of infrastructure asset classes. We handle the development, construction and financing of a wide range of infrastructure projects, including roads, bridges, water supply and treatment, universities and hotels. Our lawyers have a keen understanding of the political and commercial risks and challenges in concession-based projects. Given our experience and the high-calibre of our infrastructure development team, we have become adept at handling the unique issues that arise in transactions that involve the development and financing of public-private partnerships. At Sefton Fross, we help clients to negotiate and prepare agreements that best reflect their interests and the appropriate placing of risks. With a unique combination of skills and experience, we also advise on a wide range of international projects cutting across many jurisdictions.

Our Work
● Advised a meter asset provider on its establishment and licensing as a Meter Asset Provider and negotiation of Metering Services Agreement with two Distribution Companies.
● Advised a client on the development of a shopping mall and model city in Liberia.
● Advised a concessionaire in respect of a concession to rehabilitate, operate and maintain a secured communications system from the Nigerian government.
● Advising a gas processing and marketing company on the development of its gas processing infrastructure incluing negotiation of a long term gas and purchase agreement from an upstream gas provider.

MINING & MINERALS
Sefton Fross has the experience and knowledge required to provide timely and effective advice and solutions for the myriad issues facing modern mining and processing companies in Nigeria. Our practice spans through financing, joint ventures, exploration agreements, environmental permits, compliance and due diligence; conversion, acquisition and disposal of mining rights and title, mining claims, royalty and refining agreements and other land use authorizations. Our lawyers assist the clients, with the drafting and negotiation of mining joint ventures, joint operating agreements, land and mineral leases, perform due diligence and title opinions and proffer legal advice on environmental liability. We understand that markets, technology, and regulation are major business drivers in the energy and natural resources sector.

Our lawyers possess real industry expertise in the area of mining and mineral resources. Our team of resourceful energy lawyers do not just scratch the surface, they know and have a deep understanding of the opportunities most relevant to the client’s business in this sector. Not only do they understand workings of every interwoven factor in the sector, they are highly trained to meet the sector’s needs. In essence, we speak the right language. We understand that as the sector grows and develops, our team needs to change with it and sharpen their knowledge and skills in order to continue to remain relevant in an ever-changing business environment to enable them deliver stellar legal advice to clients and meet clients’ needs. We are shaped to meet the needs of the industry. We can do this because we have a team of dedicated lawyers with a proven track-record and can always deploy their knowledge and expertise as required. This means that no matter what deals are being done or anticipated to be done by our clients, we can always deliver a team of lawyers who can seamlessly advise on the legal aspects of the transaction while keeping abreast of the developments of the industry.

Our Work
● Advised a client on its acquisition of concession to explore for platinum gold metals in Zimbabwe.
● Advised a client on its grant of concession to exploit and explore for minerals in the Republic of Guinea.
● Advised a client on its acquisition of a mining concession in the Democratic Republic of Congo.

INSURANCE

Sefton Fross advises a large number of insurance companies, on transactions including restructuring of share capital, M&A, preparation of policy documents and other regulatory issues. Our team provides legal advisory that combines knowledge of legal and regulatory laws and reforms with an eye toward protecting client interests. We assist clients in assessing and mitigating risks, and work alongside their in-house counsel to properly ensure up-to-date compliance with all legal and regulatory provisions in the Nigerian insurance industry. We advise on high-profile and complex M&A transactions, insurance business transfers, corporate restructurings, capital raisings, advisory work, drafting policy wordings, distribution arrangements, regulatory and outsourcing matters. We work to develop a deep understanding of our clients’ businesses and their key drivers in order to provide advice that is commercially relevant and strategic. We also represent clients in insurance disputes and advise them on a variety of issues including major claims, resolving coverage disputes, and handling contentious regulator and insolvency matters.

INTELLECTUAL PROPERTY

Sefton Fross’ intellectual property practice, comprises of lawyers who are skilled at selecting the right options to fit each client’s business strategy, whether they are assessing an IP portfolio, performing due diligence for an acquisition, securing a patent, trademark, trade secret or copyright, or using litigation to resolve business disputes over infringement or misappropriation. We help our clients protect their investments, consolidate on their market share and strengthen their competitive advantage. We take a proactive approach to today’s emerging issues in the development, protection and exploitation of intellectual property assets. We are uniquely positioned with a full-service IP practice that is fully integrated with other practice areas within the firm.

Our Work
● Advised an African Broadband company in establishment, registration and operation of its company and licences as well as on obtaining its trademark registration.
● Assisted an upstream oil and gas company in registration of its trademark.

LITIGATION & ENFORCEMENT
Our Clients rely on us, to fully protect their intellectual property assets and to enforce them. We work with the firm’s dispute resolution practice, in representing clients as plaintiffs and defendants in claims involving patent, trademark and copyright infringement, and other IP-related violations at Superior Courts in Nigeria.

COUNSELLING & PROSECUTION
Sefton Fross seeks always to give its IP clients a comprehensive approach to their intellectual property portfolio. We work with clients in developing and protecting their intellectual property to meet their current business objectives and to anticipate future demands. By taking such a complete approach to intellectual property portfolio management, we are strategically positioned to protect the intellectual property assets from the moment of creation and help clients build a profitable intellectual property portfolio. This approach includes leveraging the firm’s capabilities to ensure maximum tax advantage, effective licensing protection and even the securitization of revenue streams from intellectual property assets. Our lawyers are experienced at identifying all necessary steps to change the way client’s rights are developed and protected, including trade secret procedures, employment agreements, registration and enforcement. This is the core of the firm’s intellectual property services and is the real reason our clients have reposed so much confidence in us.

TRANSACTIONS
We regularly advise our clients on the best and practical approach towards penetrating the market through strategic business combinations and alliances. We work regularly in conjunction with other practice areas within the firm on transactional matters, which includes the negotiation and drafting of domestic and international license and transfer agreements, due diligence reviews and intellectual property ownership strategies in connection with mergers, acquisitions, divestures, joint ventures and corporate reorganizations

LICENSING, REGULATORY & COMPLIANCE

Sefton Fross’ regulatory compliance practice provides licensing, regulatory and compliance services for companies in various sectors. We assist companies of all sizes, both domestic and foreign, with their licensing requirements and regulatory filings. These companies range from start-ups to fully established companies who are expanding their service territories into other areas, where we provide assistance in procuring licenses particular to the relevant business sector.

We also assist companies who wish to employ foreigners, in obtaining permits and quotas for its foreign expatriates. We dedicate significant resources to ensure that our clients are compliant with the requirements of the applicable federal and state laws, regulations, controls and policies. We conduct regulatory reviews to identify and resolve any areas which fall short of regulatory requirements. We provide proactive advice and practical strategies to our clients and play a key role in researching and implementing regulatory and industry expectations by developing internal controls and policies to ensure that compliance needs are met, as well as a timely preparation and submission of regulatory reports. We leverage on our knowledge and understanding of the regulatory requirements of our client’s industry and are able to assist in delivering practical and cost-effective approaches to meet compliance demands.

Our Work
● Advised an international and food manufacturing company on its regulatory compliance affairs with the Nigerian National Agency for Food and Drug Administration and Control (NAFDAC).
● Advised an upstream oil and gas company in its registration of its trademark with the Nigerian Trademark Registry.
● Advised a UK based Telecommunication Company on the regulatory framework surrounding the implementation of a Voice over Internet Protocol in Nigeria.

REAL ESTATE

Sefton Fross’ real estate practice works on a broad range of real estate transactions including the sale and lease transfers of real estate assets, the establishment of real estate investment funds, and the structuring of joint venture agreements supporting commercial, retail and residential real estate development projects. We also represent locally based developers and owners in traditional real estate matters and in-depth title research. We offer a comprehensive range of real estate-based services to both local and international clients on complex corporate and financing transactions.

We are known for our proficiency in drafting and negotiating real estate contracts and other conveyance documents, perfection of titles, and in ensuring compliance with relevant laws and regulatory bodies. Our other practice areas like banking and finance, also accentuate our real estate practice. We have strong capabilities and an approach covering the full life cycle of real estate projects, including transactional, regulatory and contentious issues. We oﬀer expertise on residential developments, financing and acquisitions. We also assist large domestic and foreign corporates, banks and high net worth individuals with complex real estate transactions. The team also work hand in gloves with our dispute resolution team in representation of our clients in property disputes before the superior courts in Nigeria.

Our Work
● Advised the Project developer in the development and financing of affordable homes across Nigeria.
● Advised the Project developer in the US$30 million development of a hotel in Southern Nigeria.
● Advised the Project developer on the proposed US$25 million development financing of shopping complex in Lagos.
● Advised a group of investors on the development of a car park and gymnasium in Lagos.

REAL ESTATE CONSTRUCTION & PROJECT DEVELOPMENT
We provide legal services in the development of complex construction projects, including the development of corporate headquarters, commercial office complexes, malls and hotels, shopping centers and major local and international energy, power and infrastructure projects. Our clients include participants in the public and private sector and our services are highly commended by them because of our commercial approach to every transaction. Our experience, from working closely with these clients, gives us an excellent understanding of the wide spectrum of issues that arise across various sectors. We work closely with procurement and project delivery teams from the very start of each project, making sure all solutions meet our clients’ requirements at every step of the way. Considering that our lawyers regularly draft and amend building contracts, consultancy agreements, warranties and performance securities such as bonds and guarantees – to ensure adequate rights of recourse, we are well versed in the construction-related legal issues that organisations are likely to encounter.

LEASING
We provide legal advisory services on a broad spectrum of lease transactions including corporate leasing arrangements with banks, corporate institutions and data centers. We have advised on some of the most significant deals in the market in recent times. We specialize in helping clients with negotiating heads of terms and agreements to lease; negotiating and drafting commercial lease agreements and all relevant documentation; issues relating to existing premises; and issues regarding maintenance by the landlord and/or tenant. Buttressing our advice is our hardworking team with the goal of achieving the most favourable commercial terms.

Our lawyers work closely with clients to identify provisions that could pose risks within a chosen strategy. These include financial obligations such as rent review, insurance and repair obligations. Having established whether the risk is reasonable, taking into account the market and other commercial factors, we work to agree on the approach and mitigating factors that should be adopted in order to manage the risk. Any material disruption to your business from the perspective of a landlord or tenant is likely to impact you economically. Our team’s prior experience of leading similar projects and working with other professional advisers means that our rigorous approach to project management allows your day-to-day operations to continue smoothly.

REAL ESTATE DEVELOPMENT & PLANNING
Sefton Fross is vastly experienced in advising clients, on various real estate development and planning matters including residential premises, commercial buildings, hotel, resort and leisure facilities. We advise the key players, i.e. developers, funders and occupiers on all types of projects, providing them with advice spanning real estate, planning, construction, environment, infrastructure related projects. We advise leading developers, funders and occupiers on all types of projects providing them with advice spanning real estate, planning, construction, environment, energy and infrastructure related projects and PFI/PPP. A significant part of the practice’s work involves innovative funding and structuring techniques. Much of our work involves the use of joint ventures allowing our clients to share the knowledge of their commercial partners, share risk and increase tax efficiency.

We also have wide experience in dealing with all types of planning work in the office, retail, industrial, hotel and residential sectors as well as substantial infrastructure and energy projects such as power stations, gas storage facilities, offshore windfarms and transport schemes. Within these overall sectors we regularly advise on all aspects of planning law and its practically related specialisms, including built heritage and listed buildings, compulsory purchase orders, highways, judicial review and local authority practice and procedure.

REAL ESTATE FINANCE
We advise the investment banks, specialist real estate lenders, borrowers, funds and investors on their most critical and pioneering real estate finance transactions. No other practice can match our depth of experience and unique understanding of every aspect of real estate finance in both domestic and international markets. As financing techniques have evolved, we have evolved with them, cementing our reputation for leading developments in the market and structuring the most complex deals. Our practice includes advising on large loan, mezzanine, A/B and preferred equity origination, loan workouts, securitisation, the formation of real estate investment funds, secondary market debt acquisitions, NPL pool acquisitions, real estate mergers and acquisitions, joint venture structuring and complex real estate acquisitions.

We are ideally positioned to advice clients on real estate finance, as we have a robust banking and finance practice, with experience advising investment banks, specialist real estate lenders, borrowers, funds and investors on their most critical and pioneering transactions. We constantly evolve with the trends in finance, hence our reputation within the real estate market and our experience in structuring the most complex deals.

REAL ESTATE INVESTMENTS, JOINT VENTURES & STRUCTURES
Capitalizing on investment in the global real estate industry has become increasingly challenging, as a shortage of prime assets coupled with ongoing economic uncertainty has forced investors to be more strategic about pursuing opportunities. Investing in, developing, occupying and funding real estate assets has never been more complex. The asset class has established its place as a key element of the investment strategies of many of the world’s most significant international corporates and funds who are looking well beyond their domestic borders to fulfil their commercial needs.

We advise leading real estate investors on their most important real estate acquisitions, investments and disposals. Our in-depth knowledge of the real estate sector and close working relationships across our global network allow us to add value to our clients’ transactions with high-quality, practical and tax-effective legal advice. Our partners and associates are not just skilled in real estate matters, they also have wide experience of indirect real estate acquisitions, negotiating corporate-style documentation and providing advice on joint ventures and structuring that is drafted within a real estate context. A key part of our advice involves looking at the associated corporate, financing and tax aspects in any transaction. Our team expertly negotiates share or unit sale and purchase agreements.

Contact Info

20B | Kingsley Emu Street, Lekki

+234 (01) 2770762 - 3

info@seftonfross.com

http://seftonfross.com

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