Corporate Restructuring in Nigeria - What To Do & How to Do It Right

Corporate Restructuring in Nigeria: When to Do It, Why It Matters, and How to Do It Right

Business Advisory, Business, Entrepreneurs, Business, Small Business, Corporate & Commercial, Corporate Restructuring and Insolvency, Public-Private Partnerships (PPP), Startups and MSME Law

The legal process for restructuring is the most significant for a Nigerian company, and arguably, one that is the most often initiated incorrectly. Those who get restructuring right treat it as a thoughtful, planned process – one with clear commercial objectives and the benefit of legal advice that understands both the relevant legal and regulatory framework, and the desired business outcome. Those who get it wrong approach restructuring reactively: when time-critical, after a term sheet is signed or in the midst of a shareholder dispute that is already causing damage to the relationships the restructuring is intended to resolve. Below are the five typical triggers that can give rise to a restructuring in Nigeria: what options are available and what mistakes are the costliest when dealing with them. Please note that all references to stamp duties and other related fiscal levies apply in accordance with the Nigeria Tax Act (NTA) 2025, effective January 1, 2026.

Nigerian Lending - Perfection. Banks and Borrowers Keep Making These 5 Mistakes

Nigerian Lending – Perfection. Banks and Borrowers Keep Making These 5 Mistakes

Banking and Finance Law, Business Advisory, Business, Careers, Business, Small Business, Corporate & Commercial, Corporate Restructuring and Insolvency, Financial Services, Financial Technology (FinTech), Project Finance, Public-Private Partnerships (PPP), Startups and MSME Law

There is no loan facility stronger than the security that underlies it. Any bank that doesn’t properly secure its assets is not a secured creditor. And a borrower that does not understand its perfection obligations might find that its representations to its lender were false. These are five security perfection mistakes we see often and every party involved in a Nigerian credit transaction needs to know about them.

How Nigerian Businesses Fall Behind In Growth And What Most Founders Miss In Legal Fixes

How Nigerian Businesses Fall Behind in Growth and What Most Founders Miss in Legal Fixes

Business Advisory, Corporate & Commercial, Corporate Restructuring and Insolvency, Startups and MSME Law

Your product is validated, you have end users, your revenue is growing, and your team is getting bigger. And then it stops, and the founders can not understand why. This does not happen because the market changes or because the product fails. It’s because legal and structural foundations were built for a startup, and nobody updated the structures for a growing company. Every day, we see these problems in growth-stage Nigerian businesses, but these five are the most consistent, and we fix each one.

What Every Nigerian Board Should Know About Shareholders' Agreements in 2026

What Every Nigerian Board Should Know About Shareholders’ Agreements in 2026

Business Advisory, Corporate & Commercial, Corporate Restructuring and Insolvency, Startups and MSME Law

A poorly drafted shareholders’ agreement is a time bomb waiting to happen and we have seen it happen in boardrooms across ownership disputes, deadlocked decisions and exits gone wrong. Not because the business failed but because the legal foundation was not built to last. Over time, the patterns we see are remarkably consistent: agreements drafted on templates, never reviewed after signing, and completely inadequate for the company that now exists. This article addresses the clauses that matter and the questions every board should be able to answer about the agreement that governs their company.

1. Pre-Emption Rights: Who Gets the First Right to Buy?
Pre-emption rights give existing shareholders the first opportunity to acquire shares before they can be sold to a third party. Without them or with poorly drafted versions, a shareholder can sell to anyone, including a competitor or simply someone the remaining shareholders would never have chosen.
The critical questions your agreement must answer are: What triggers the pre-emption obligation? Is it any proposed transfer or only certain categories? What is the valuation mechanism – a price agreed between the parties, an independent valuation or a formula? How long does the pre-emption window last? What happens if the pre-emption price is disputed?
An agreement that is silent or ambiguous on these points will fail at the exact moment it is most needed especially when a shareholder wants to exit the company.

2. Drag-Along Provisions: Can the Majority Force an Exit?
A drag-along clause allows a majority shareholder or a specified percentage of shareholders acting together to compel all other shareholders to sell their shares on the same terms in a company sale. The purpose is to allow a majority to execute a clean exit without a minority holdout blocking an otherwise agreed transaction. Without a drag-along, a minority shareholder can derail an acquisition by simply refusing to sell.

A Guide on Anti-Money Laundering and Counter-Terrorism Finance Compliance for Designated Non-Financial Businesses and Professions in Nigeria

A Guide on Anti-Money Laundering and Counter-Terrorism Finance Compliance for Designated Non-Financial Businesses and Professions in Nigeria

Banking and Finance Law, Business Advisory, Corporate & Commercial, Corporate Restructuring and Insolvency, Financial Services, Insights

Money laundering and terrorist financing are major threats to national and global security, and Nigeria is no exception. Under Section 18(2) of the Money Laundering (Prevention and Prohibition) Act, 2022 (MLPPA), money laundering is defined as the act of concealing, disguising, converting, transferring, or controlling funds or property, knowing they are proceeds of an unlawful act. Terrorist financing on the other hand, refers to the provision of funds or financial support to individuals or groups to enable them commit acts of terrorism.

Tax Reform Act

All You Need to Know About Nigeria’s Newly Signed Tax Reform Acts

Banking and Finance Law, Business Advisory, Business, Entrepreneurs, Business, Small Business, Capital Markets, Corporate & Commercial, Corporate Restructuring and Insolvency, Financial Services, Financial Technology (FinTech), Insights, Labour and Employment

Introduction On 26th June 2025, the President of the Federal Republic of Nigeria signed four landmark tax reform bills into law, marking a significant shift in the nation’s tax landscape.…

Legal Recap

Goldsmiths Solicitors – Legal Recap for the Year 2022

Business Advisory, Capital Markets, Corporate & Commercial, Corporate Restructuring and Insolvency, Energy & Natural Resources, Financial Services, Financial Technology (FinTech), Immigration, Innovation and Technology, Insights, Litigation and Alternative Dispute Resolution (ADR), Media and Entertainment, Public Sector, Real Estate, Sports Law, Startups and MSME Law, Taxation Law, Telecommunications

2022 has been an incredibly busy and exciting year in the Nigerian legal and regulatory environment. There were major and far-reaching changes ushered in by the regulatory authorities particularly the Central Bank of Nigeria (CBN). There were also major developments relating to Banking and Finance, Competition and Consumer Protection, Startups, Capital Markets, Insolvency, etc. In this article, we have highlighted some of the major legal, regulatory, and judicial changes that occurred in 2022.