Corporate & Commercial Practice
Our corporate commercial law practice comprises of the services listed and is manned by a team of lawyers who are specialised in various areas of commercial practice.

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Banking & Finance
In the last three years, our firm has been actively involved in the recapitalisation exercise of the Nigerian banking sector resulting in mergers and acquisition of five distressed banks with core investors. Our firm was instrumental to the preparation and drafting of the Asset Management Corporation of Nigeria Bill, which was passed into law in 2010, to stimulate the recovery of the financial sector by providing liquidity to the affected Banks with high volume of non-performing loans above the quantum prescribed by the CBN Prudential Guidelines.

We also provide advisory services to borrowers and lenders, domestic and foreign banks, and other financial institutions in various forms of financing transactions including trade finance, project finance, structured finance, acquisition finance bilateral and syndicated loans.

Key transactions include:

  • Engaged as legal advisers to the Central Bank of Nigeria on the Nigerian Banking Sector Reform Program from 2009 to 2012, including advising five (5) of the distressed banks in their recapitalization process and three (3) others through the bridge bank process.
  • Advised the Central Bank of Nigeria in drafting of the Asset Management Corporation of Nigeria (AMCON) Act and setting up of AMCON.
  • Advised Standard Chartered Bank London in respect of a US$350 Million trade facility in favour of First Bank Plc, the largest foreign borrowing by an indigenous banking institution.
  • Advised on the structuring and financing of the US$450 Million Development of Lagos Bar Beach as a Tourist Gateway Project involving the Entech (Pty) of South Africa.
  • Advised Standard Chartered Bank London on the issuance of a US$65 Million Performance Bond by a foreign bank on behalf of an indigenous oil company in favour of a national oil company.
  • Advised a syndicate of local commercial lenders on the financing and legal structure of a US$240 Million cross-border transaction involving a telecommunication company laying a submarine fibre-optic cable across the Atlantic.
  • Advised on the preparation of US$58 Million Multi-Currency Facility Agreement, Debenture Mortgage and other transaction documents on behalf of Fidelity Bank Plc in a Project Finance for the establishment of a manufacturing plant.
  • Advised Standard Chartered Bank on the issuance of a US$65 Million performance bond to NNPC for the benefit of an indigenous oil company.
  • Advised a syndicate of banks in respect of a US$250 Million debt financing to an indigenous oil company for the development of an oil field and construction of 70km and 35km oil pipelines.

Capital Markets
The firm acts as counsel to issuers and investors in raising capital, through private equity, venture funds, private placements and public offerings. The firm is also active in capital market transactions and represents clients in public and private financing. Many of these transactions involve initial and subsequent public offerings in which the firm represents issuers and underwriters.

Key transactions include:

  • Solicitor to the Issue and adviser to Investment and Banking Trust Corporation, (“IBTC”), First City Monument Bank (“FCMB”) and Lagos State Government on the issuance of the N25 Billion Lagos State Development Bond.
  • Solicitors to a leading Nigerian Bank on the Scheme of Arrangement between the Bank and holders of its fully paid up ordinary shares
  • We are currently the lead Solicitors advising the Osun State Government on the issuance of a N60 Billion Infrastructure Bond and Sukuk (Islamic Bond). The Sukuk issuance will be the first State issuance in Nigeria when completed.
  • Advised on the dual listing of a Petroleum E&P Company on the Nigerian and London Stock Exchanges as well as Regulation 144(a) placement in the United States.
  • Rendered legal advisory services to an insurance company in respect of fund raising amounting to Y1,350,000,000 by placement of 13,500 bonds of Y100,000 each.
  • Advised on the Rights Issue and private placement of Union Bank Plc to the Asset Management Corporation of Nigeria (AMCON).
  • Advised FinBank on the acquisition by First City Monument Bank (“FCMB”) of 100% of its shares in consideration for shares or cash in FCMB. We also participated in the variation, redemption and cancellation of the preference shares of FinBank through a scheme of arrangement.
  • Advised WEMA Bank in the 40% acquisition of it shares by an equity investor.
  • Advised on the reorganization and recapitalization of Intercontinental Bank Plc (“IBP”) by the acquisition of 80% equity interest in IBP by Access Bank Plc. through the use of an SPV.
  • Advised Union Bank Plc. on the acquisition by a consortium of private equity firms of a 60% stake of the bank and the subsequent recapitalization of the Bank with US$ 500 Million.
  • Advised on the acquisition of 100% equity interest in Oceanic Bank International Plc. by Ecobank Transnational Incorporated (“ETI”) in consideration of the issuance of ordinary shares in the capital of Ecobank Nigeria to the existing shareholders of Oceanic Bank.

The firm offers business regulatory and compliance advisory services, to both local and foreign clients to assist them in establishing businesses in Nigeria, maintaining regulatory compliance with statutory provisions, provide company secretarial services and regulatory filings. We have experienced solicitors who are well versed in obtaining regulatory permits/approvals for both local and foreign companies to operate in Nigeria including business permits, expatriate quotas, transfer of technology approvals, CERPAC Cards, Work Permits, NAFDAC registration of regulated products, etc. We not only register and manage legal entities. We also advise and assist clients on matters involving corporate governance, international corporate law as well as partnerships and joint venture arrangements.
Real Estate
The firm provides specialised services to a variety of clients in relation to real estate and property law. Our real estate attorneys advise on land and building acquisitions; development, construction, facility management and marketing of property; obtaining governmental and environmental approvals and perfection of title documents. We also provide property documentation for leases, sale, mortgages, exchange and other disposition of property.
Intellectual Property
Our intellectual property attorneys are experienced in matters relating to intellectual property such as patent, trademark, copyright, trade secret and unfair competition. Our practice includes the registration of patents, trademarks, service marks and copyright applications. We provide legal representation for clients in court on infringement of intellectual proprietary rights should the need arise.
Labour & Employment
Our firm’s labour and employment practice has built a reputation for successfully handling a variety of employment related matters. Our attorneys represent employers in all facets of employment litigation, arbitration and administrative proceedings involving wrongful discharge, employment discrimination, worker’s compensation and other work related claims. We also provide counsel regarding unionization efforts, trade secret disputes and the legal aspects of employee discipline and discharge situations. We also provide general legal advisory services in this regard.
The tax department of Kola Awodein & Co. is well versed in taxation matters with strong emphasis on tax advisory services, tax consulting services and tax advocacy.

The firm’s tax practice is adequately equipped to service domestic, foreign and International Clients by providing a broad range of tax advice on commercial transactions including business formation and operations, mergers and acquisitions, Joint Venture arrangements, capital restructuring, private-equity transactions, banking and securities, international tax planning, Cross-border transactions and general tax issues.

The department derives considerable benefit from the wealth of experience of a viable team consisting of well qualified tax lawyers and practitioners and seeks to be consistently up-to-date with the latest developments in tax legislation.

We advise and assist our clients in various areas of tax administration, especially company income tax, petroleum profit tax, personal income tax liabilities of resident and non-resident employees, value-added tax and withholding tax. The firm has been involved in conducting tax audit for government agencies as well advising companies in different sectors of the Nigerian economy on taxation matters.

Infrastructure (Public-Private Partnership)
Infrastructure finance under public private partnership is becoming accepted as a form of finance mechanism in Nigeria. We advise on loan syndication arrangements or a combination of the risk-sharing techniques of loan syndication and the secured lending structure of structured finance in such public private partnership arrangements.
Our due diligence services cover various sectors such as: banking, insurance, manufacturing, energy, and oil & gas sectors, routinely covering such areas as legal, regulatory, material contracts, taxation, human resources, pensions, insurance, risk management and intellectual property.
Our telecommunications team has local and international experience and capacity to advice on issues in the areas of licensing of systems, modification of licenses, revocation of licenses, license enforcement, network and interconnection agreements, as well as key principles and issues in interconnection, property rights, environmental regulatory issues and legal issues involving criminal and contractual liabilities. We are retained advisers to a leading telecommunications company in Nigeria.

Key transactions include:

  • Advised and prepared documentation on behalf of a syndicate of local commercial lenders on the financing and legal structure of a cross-border transaction involving a telecommunication company laying a submarine fibre-optic cable across the Atlantic, the financing involves a US$46 Million syndicated loan from commercial lenders.
  • Advised Chams Plc on the re-negotiation of the terms of its Software License Agreement and Service Agreement with a foreign ICT Company.
  • Advised Northwest Telecom in the negotiation of a BOT aarrangement for the deployment of fixed wireless services in Ogun State.
  • Advised the Nigerian Communications Commission (“NCC”) in a matter challenging its regulatory power in screening and licensing manufacturers of cards.
  • Advised Mobitel in a transaction with MTN Nigeria on N214 Million outstanding intercom activity charges.

Oil & Gas
Based on an incisive understanding of the regulatory framework and operations of the energy industry, we proffer pragmatic legal solutions and support to public and private organizations, such as utilities, oil and gas companies, energy or power companies. Our teams of experts have acquired technical depth and knowledge of the relevant rules and regulations in key jurisdictions such as the UK and US. We also proffer expert advice on relevant subjects such as stabilization and renegotiation of contracts, choice of law in energy transactions; risk allocation and insurance, environmental regulations, tax advice and employment arrangements.
Energy & Power
On electricity and renewable energy, we advise our clients on regulations and contractual arrangements such as Power Purchase Agreements; Gas Purchase and Supply Agreements; domestic gas supply obligations; market regulations and deregulation; environmental and regulatory compliance; supply of electricity from renewable sources. Our team also develops manuals, reports, precedents, proposals and compliance guidelines for organizations, corporations and government agencies.

Key transactions include:

  • Advised and carried out due diligence and transactional advisory services for a consortium of energy companies with respect to its bid in acquiring power distribution assets in the on-going Nigerian electricity sector privatization process.
  • Advised an indigenous Power Generation company on the acquisition of strategic generation assets in the on-going power sector privatization in Nigeria including the company’s Technical Cooperation Agreement with an International EPC Company.
  • Advised the consortium of Ocean Energy Nigeria Ltd/Pioneer Resources Africa Ltd/Environmental Remediation Holding Corporation on the successful bid for Block 3 in the Nigerian/Sao-Tome & Principe Joint Development Zone Licensing Rounds 2004.
  • Advised Ocean Energy Nigeria Limited (a subsidiary of Devon Energy Corporation, USA) in its acquisition and divestment in OPL 256 and PSC for deep-water offshore block 242, including Rig and Drilling Arrangements, labor, taxation and fiscal issues arising out of the company’s merger and corporate restructuring.
  • Advised Crownwell Petroleum Development Company Ltd on its corporate restructuring, oil and gas assets acquisitions, and exploration and production arrangements in respect of OPLs 305 & 306.
  • Acted as Transaction Solicitor and Due Diligence Adviser to a Special Purpose Vehicle (SPV) Company set up to acquire Shell’s participatory interest in a Nigerian Oil Mining Lease. We negotiated, reviewed and advised on several transactional documents including the Sale and Purchase Agreement, Crude Handling Agreement, Escrow Agreement, Joint Operating Agreement, Shareholders Agreement (governing the relationship of the Local and Foreign Shareholders to the SPV), Loan Note Deed Poll, and Technical Services Agreement. This transaction was valued at over US$800 Million.
  • Advised on a Rig and Drilling Contract in respect of oil well production operations for a Marginal Field in the Niger Delta. The transaction was valued at over US$40 Million. This transaction included the review of an Oil Field Service Contract for the provision of Directional Drilling, Measurement While Drilling & Logging While Drilling Services.
  • Advised an indigenous E&P company on its Farm-in Agreement and oil field service arrangements.

General Corporate Advisory
The firm has a legal team which undertakes thorough and detailed research into corporate and individual backgrounds, connections and other business activities, whether in consequence of a commercial dispute or fraud investigation or as a preparatory to a new business opportunity or joint venture. Our business intelligence unit conducts effective research in the area of credentials and background verification as well as strategic business intelligence survey. We provide legal advisory and contractual documentation to support our clients’ business needs and provide guidance in assisting them to achieve their goals.
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