Corporate disputes are often as much personal as legal. They arise when founders fall out, when investors and management disagree on strategy, when family shareholders differ over succession, or when a majority is accused of running the company for its own benefit. In Nigeria they frequently turn into a fight for control: rival boards, competing filings at the Corporate Affairs Commission (CAC), contested general meetings and battles over the bank mandate.
We act for minority and majority shareholders, founders, directors, investors, the companies themselves and the trustees of churches, NGOs and associations. Our aim is to protect the client's position quickly, then resolve the dispute in the way that best serves their objective, whether that is control, a fair exit or accountability for wrongdoing.
Internal corporate disputes we resolve
- Boardroom tussles and control disputes: rival factions claiming to be the board, contested appointments and removals of directors, and disputes over who can operate the company's bank accounts
- Minority shareholder oppression: exclusion from management, dilution through unauthorised share allotments, withheld dividends and denial of information
- Director misconduct: breach of directors' duties, conflicts of interest, diversion of business opportunities and misuse of company funds or assets
- Deadlock between equal shareholders or evenly split boards
- Disputed general meetings and resolutions: meetings called on inadequate notice, irregular voting and invalid resolutions
- Share ownership and transfer disputes: pre-emption rights, unregistered transfers, forged share documents and valuation
- Unauthorised changes to CAC records: directors, shareholders or addresses changed on the CAC portal without proper authority
- Founder and co-founder disputes, including leaver disputes and contested vesting
- Family business and succession disputes after the death or retirement of a founder
- Joint venture disputes between local and foreign partners
- Disputes within incorporated trustees: leadership tussles in churches, mosques, NGOs and associations, and the removal or suspension of trustees
- Exit and buy-out disputes, including disagreements over the price of a departing shareholder's shares
Enforcing minority shareholders' rights
The Companies and Allied Matters Act 2020 (CAMA 2020) gives minority shareholders real protection, and we use it to protect our clients' investment.
- Unfair prejudice and oppression petitions: a member, a director or the CAC can apply to court where the company's affairs are being conducted in a manner that is unfairly prejudicial to, or oppressive of, a member. The court has wide powers, including regulating the conduct of the company's affairs, setting aside transactions and ordering the purchase of the petitioner's shares at a fair value.
- Derivative actions: with the court's leave, a shareholder can bring proceedings on behalf of the company against directors or others who have wronged it, where the board will not act.
- Personal and representative actions to enforce rights given to shareholders by the articles or CAMA 2020, such as voting and dividend rights.
- Requisitioning a general meeting: shareholders holding at least 10 percent of the paid-up voting capital can require the directors to call an extraordinary general meeting.
- Inspection rights: access to the statutory registers, minutes and financial statements the company is required to keep.
- Rectification of the register of members where a shareholder's name has been wrongly removed or a transfer wrongly entered.
- Winding up on just and equitable grounds as a last resort where trust between the owners has broken down completely.
Minority rights are often strengthened by the articles and any shareholders' agreement, which may give veto rights over reserved matters, board seats, information rights and tag-along rights. We review these documents at the outset, as they frequently decide the outcome.
Acting for majority shareholders, directors and companies
Not every claim of oppression is well founded. We also defend companies, boards and majority shareholders against petitions, derivative claims and injunctions brought to disrupt the business or to extract a higher exit price. Where a director or shareholder is acting against the company, we take action to protect its assets, records, bank accounts and reputation.
Urgent protective orders
In a control dispute, the first days often matter most. Where needed, we apply to court for injunctions and urgent orders to:
- restrain a general meeting called without proper authority or notice
- stop the transfer or allotment of shares, or the sale of company assets
- preserve funds in the company's bank accounts and secure its records
- restrain a director from acting pending the trial
- appoint a receiver or interim manager to run the company while the dispute is resolved
Where corporate disputes are heard
- The Federal High Court has exclusive jurisdiction over most matters arising from the operation of CAMA 2020, including petitions concerning the management of companies.
- The Administrative Proceedings Committee of the CAC hears complaints about the CAC's records and decisions, including disputed filings, with an appeal to the Federal High Court.
- Arbitration and mediation: many shareholders' and joint venture agreements require arbitration, and contractual disputes between shareholders can often be resolved there. Some statutory remedies, such as winding up, remain for the court.
- The Investments and Securities Tribunal may have jurisdiction where the dispute concerns a public company or the capital market.
- Purely contractual disputes and partnership disputes may belong in the State High Court.
Choosing the wrong forum can waste months, so we confirm jurisdiction before taking any step.
How we resolve corporate disputes
- Establish the objective: control of the company, a fair exit, removal of a director, recovery of funds or protection of the business.
- Review the documents and records: articles of association, shareholders' agreements, board and general meeting minutes, statutory registers, CAC filings and bank mandates.
- Secure the position: where necessary, urgent applications, notices to banks and the CAC, and steps to preserve evidence and assets.
- Negotiate: many disputes end in a negotiated buy-out, a restructuring of the board or a revised shareholders' agreement. Structured mediation is often the fastest route.
- Litigate or arbitrate where necessary: petitions, derivative actions and claims for breach of duty, through trial and, if required, appeal.
Disputes in churches, NGOs and associations
Leadership disputes within incorporated trustees, such as churches, mosques, NGOs, alumni bodies and professional associations, raise similar questions: who are the validly appointed trustees, was the constitution followed, and who controls the property and bank accounts? CAMA 2020 also gives the CAC power to suspend trustees and appoint an interim manager where there is misconduct or mismanagement. We advise trustees, members and organisations on these disputes and on restoring proper governance.
External disputes involving companies
Companies also face disputes with people outside the organisation. We represent companies, their directors and their investors in these matters, and coordinate them with any internal dispute so that the company's position is consistent:
- contract disputes with customers, suppliers, distributors and contractors, through breach of contract claims and commercial litigation
- recovering unpaid invoices and loans through debt recovery, and enforcing judgments and awards through enforcement of judgments
- disputes with lenders and creditors, including debt restructuring and receivership and insolvency proceedings
- disputes with joint venture partners and foreign investors, often resolved through arbitration
- tax disputes with the Nigeria Revenue Service and state tax authorities
- employment disputes with directors, executives and staff
- urgent injunctions to protect the company's assets, contracts and confidential information
Preventing corporate disputes
Many disputes can be avoided with clear governance arrangements. We help companies and organisations put in place shareholders' agreements, deadlock and exit provisions, valuation mechanisms and sound corporate governance and company secretarial practices, so that disagreements are resolved before they reach court.
Our dispute resolution lawyers in Lagos and Abuja work alongside our corporate and commercial team on these matters. To discuss a dispute, contact us.
