Corporate restructuring covers a wide range of transactions aimed at changing how a business or group is owned, organised or financed. Common triggers include preparing for investment or a sale, separating business lines, introducing a holding company, consolidating subsidiaries, bringing in new partners, or addressing financial difficulty.
Restructurings in Nigeria involve the Companies and Allied Matters Act 2020, tax rules on the transfer of assets and shares, stamp duties, and in many cases approvals from regulators, the Federal Competition and Consumer Protection Commission or the Federal High Court.
Restructurings we advise on
- Introduction of a holding company above an operating business
- Transfers of businesses and assets between group companies
- Mergers of subsidiaries and simplification of group structures
- Schemes of arrangement under CAMA 2020, which require court sanction
- Changes to share capital, including issuing new shares, consolidations and capital reductions
- Conversion and re-registration of companies, for example from private to public
- Demergers and separation of business lines ahead of a sale
- Restructurings to accommodate new investors or management incentive plans
Planning the steps
A restructuring is typically a sequence of steps, each with its own documents, approvals and filings. We prepare a step plan that sets out the order of transactions, the corporate approvals required, regulatory consents, tax considerations and timing, so that management and advisers have a single roadmap.
Restructuring in financial difficulty
Where a business faces financial pressure, restructuring may involve renegotiating debt, injecting new capital or using insolvency procedures introduced by CAMA 2020, such as company voluntary arrangements and administration. See our debt restructuring and receivership and insolvency services.
Related services
Restructurings often go hand in hand with mergers and acquisitions, shareholders' agreements and tax advisory work, which we coordinate as part of a single engagement.
