Esq law practice magazine march april 2018 edition compressed compressed

THE CONTROVERSIAL TITLE TO THE NAME OF A FEMALE LAWYER

DUBAI: PEARL OF THE PERSIAN GULF

RESTRUCTURING: ARE WE TRULY PREPARED? IFEDAYO ADEDIPE, SAN. N1000 $3.85 £3.12 1 234567 891019

11213

THE “ONE STOP PORT” FOR LEGAL INNOVATION

UDO UD & BELO N1000 $3.85 £3.12 1 234567 891019

11213

FINANCE

MARKETING

MANAGEMENT

TECHNOLOGY

SPORTS

LIFESTYLE

DOMA - OSAGIE

DEBT TO EQUITY CONVERSIONS IN NIGERIA INTERVENTION WITH THE ELECTRIC POWER SECTOR

For participation & enquiries call: +234 803 526 9055 gatekeepers@esq-law.com

Complied & Edited by

Lere Fashola

IN-HOUSE COUNSEL & COMPANY SECRETARY SCHOOL

CORPORATE IN HOUSE SCHOOL

COMPANY SECRETARY SCHOOL

3 - 4 JULY, 2018

5 - 6 JULY, 2018

TH

TH

TH

TH

WHO SHOULD ATTEND? In-house lawyers in banks, and financial institutions, Bankers concerned with the negotiation of loans, Bank executives involved in the documentation of loans, Lawyers in private practice who advise clients on loan agreements, Corporate counsel, Credit control officers, Fund Managers, Investment Analysts, etc.

FEE: N150,000 FOR EACH COURSE EARLY BIRD & GROUP DISCOUNT AVAILABLE

VENUE

NECA HOUSE

A2 HAKEEM BALOGUN STREET AGIDINGBI - IKEJA, LAGOS. +234 811 019 4344. +234 803 526 9055 esqtrainings@esq-law.com

inside RESTRUCTURING:

ARE WE

ALHAJI TIJJANI BORODO I P38 I

DUBAI: PEARL JUDGES & COURT OF THE PERSIAN DISTRACTIONS I P94 I GULF I P87 I THE LITTLE DEBT TO EQUITY BLACK DRESS I P82 I CONVERSIONS THE INNOVATIVE IN NIGERIA I P12 I GENERAL COUNSEL I P65 I ADDRESSING MENTAL HEALTH A YOUNG LAWYERS PATH TO PROSPERITY I P84 I AT WORK I P50 I

I P74 I

I P52 I I P36 I

THE DATA DRIVEN LAWYER PROFESSIONAL ETHICS, ISSUES & SANCTIONS SOCIAL MEDIA AND ETHICAL ISSUES ARISING THEREFROM

OPEN FOR BUSINESS? I74I

INTERVENTION WITH THE ELECTRIC POWER SECTOR I P91 I

I P68 I

THE CONTROVERSIAL TITLE TO THE NAME OF A FEMALE LAWYER

I P62 I

EsQ abimbola

Bajomo Abimbola is a strategic and innovative person who has the ability to translate business vision into initiatives that improve performance, profitability and growth. Being the head of the Personnel and Administrative department of Legal Blitz Limited helps Abimbola to creatively provide a direction for the development of tomorrow’s lawyers.

Publisher Lere Fashola Managing Eitor Nkem Taiye-Ulebor Research Editor Nwamaka Osu Executive Manager Kehinde Fashola HR Manager Abimbola Bajomo IT & Maintainance Adedeji Adeleke

nkem

Taiye-Ulebor After gaining quality experience from different publishing companies, Nkem is equipped to assist lawyers in showcasing their works tothe world. Nkem’s ability to multi task and exhibit proper managerial skills helps her to demonstrate real value to Nigerian Lawyers on how to take their law business to the next level amidst global competition.

temitayo

Samuel Temitayo’s background in Finance and Administration makes her an invaluable asset to Legal Blitz Limited.

Temitayo is the brain behind some of the companies latest investment drives and is posed to demonstrate value by assisting lawyers with good ideas on how to translate legal expertise to profitability.

Copy Editor Nima'h Muhammed-Bello Advisory Board Olurotimi Akeredolu SAN Gbenga Oyebode MFR Kayode Sofola SAN Prof Mrs Yinka Omoregbe Dr Bayo Adaralegbe Editorial Consultant Seun Abimbola Finance Manager Temitayo Samuel Graphics Design Theophilus Ayeteny Research & Training Executives Samuel Onowugbeda Thelma Onwuzuruigbo Jovi Erebor Photography Esq Photo Studio

Get your Esq, at home or on the go!

Choose how to receive your Esq subscription.

Select digital, print or both below.

Print + Digital 1- Year for N30,000,00 Save 20% off the Monthly price!

Digital Edition 1- Year for N12,000.00 Save 5% off the Monthly price!

Print Edition 1- Year for N18,000.00 Save 10% off the Monthly price!

Every issues of Esq features legal, finance, Marketing, Management, Technology, Sport and lifestyle issues with in-depth insights.

08

EsQ Legal Practice

Advert & Subscription +234 807 756 0702 +234 810 256 3837 +234 803 526 9055 Legal Interns Adeola Adekanye Azeezat Abdul Itua Favour Ayoola Khadijat Email sales@esq-law.com advert@esq-law.com info@esq-law.com esqlegalpracticemag@gmail.com Website www.esq-law.com/mag Published by Legal Blitz Limited Plot 2, Ayodele Fanoiki Street Magodo G.R.A Phase 1 Isheri Lagos, Nigeria Comments & Enquiries editor@esq-law.com esqlegalpracticemag@gmail.com

Project Finance Agreement School For further enquiries on sponsorship, registration, advertising or exhibition opportunities, please call +234 811 019 4344 +234 803 526 9055 esqtrainings@gmail.com

th

14-15

September, 2018 Lagos, Nigeria

THE

BIGGEST LEGAL EVENT OF THE YEAR

FOR

PLEASE CALL,

+234 811 019 4344 +234 803 526 9055 +234 813 267 6084 esqnigerianlegalawards@gmail.com awards@esq-law.com www.esq-law.com/awards #esqnigerianlegalawards2018

EDIT -O-RIAL

Welcome to yet another exciting, interesting and educating edition of ESQ Legal Practice Magazine.

I

n this edition, we take a look at the roles of a Company Secretary in the 21st century and the requisite skills a lawyer should possess to ensure excellence in that regard.

Whilst the law permits Lawyers and Accountants to function as Company Secretaries, it is believed that a lawyer is better suited for the role as he/she is equipped with a good understanding and interpretation of the extant laws guiding the business of the company.

However, secretarial services is a professional calling and as such, whether you are a lawyer, Accountant or certified secretary, you need the professional training and skills to be an effective and exceptional company secretary irrespective of your background.

Alhaji Tijani Borodo, the Company Secretary of FBN Holdings takes us through his many years of service as a Company Secretary and shares his experience and the important attributes a Company Secretary should possess.

for political, constitutional, and fiscal reform using various words and phrases restructuring, true federalism, devolution, resource control, regionalism, selfdetermination, and so on.

For a while, there has been a resurgence of the clamor for restructuring. This edition therefore looks at the regulatory framework for restructuring and the constitutional provisions in that regard. The meaningful contributions of the National Conference 2014 and whether or not there is a need for a future National Conference.

therefrom, Legal Travel Destination, Lawyer fashion and style‌ All these and more makes this edition an interesting read.

I wish you a beautiful day as you enjoy your read. Bye for now.

We also examine the various agencies and instruments for curbing corruption in Nigeria and the apparent lack of synergy between the Economic and Financial Crimes Commission and the Department of State Security.

In innovative technology, we discuss the need for lawyers to advance at the same pace as technology as it is almost impossible to attend a legal technology conference today and not encounter multiple discussions on Artificial The state of national Intelligence(AI). dissatisfaction for a variety of reasons and motives has led to Business Investment, In strident calls from virtually all House, Social Media and segments of Nigerian society Ethical Issues arising

LETĘźS CELEBRATE NIGERIAN RISING STARS! visit our website www.esq-law.com

#esqnla2018 11

EsQ Legal Practice

Adesegun Agbebiyi

The 2015/2016 global crash in the price of crude oil caused a severe shock to the Nigerian economy, reliant as it is on this commodity for most of its foreign exchange earnings. The value of the Nigerian Naira is intricately linked to crude oil revenues, and the relationship is responsible for Nigeria's strength and stability in high oil price markets and its weakness and turbulence when the price of crude oil declines. A low oil price environment, particularly where the fall in price is precipitous, spells trouble for the Nigerian economy and introduces uncertainty into commercial transactions.

T

he oil price drop inevitably led to the Central Bank of Nigeria (“CBN”) devaluing the Naira

12

EsQ Legal Practice

by about 30% over the course of the turbulence and rates on the parallel or “black market” fell as much as 50%, at its worst. The cost of dollar-

denominated debt being much lower, at about 7%, than Naira debt, which is between 20% and 25%, caused Nigerian corporates to go on a dollar-

denominated debt binge during the boom years for the Nigerian economy. The devaluation of the Naira means that these corporates

options and creditors are left with fewer options for recovering debt. The are now left with a large conversion of debt to equity is portfolio of dollaran option that may be denominated debt and higher considered to provide a debt repayments in Naira lifeline to Nigerian companies, terms. This coupled with a particularly those with good difficult operating fundamentals but that are environment and increased having solvency issues as a accounts payables, has left result of the devaluation of the corporates struggling to repay Naira. Creditors are also creditors and maintain healthy impelled to consider the debt and financial ratios. conversion of debt to equity as a realistic debt restructuring The creditors are equally option when dealing with hampered by this situation. such distressed companies.

The loans can only be restructured so often, and ultimately, prudential CASE STUDY guidelines, regulators and Etisalat U.A.E banks will demand hefty provisions for restructuring The Etisalat EMTS Debacle transactions involving what In 2013, Emerging Market were once thought of as prime Telecommunication Services banking customers. As a result (“EMTS”), the Nigerian of these challenges, many subsidiary of Etisalat U.A.E. Nigerian companies are left (“Etisalat), obtained a U.S.$1.2 with few debt restructuring billion (N377.4 billion)

syndicated loan from a consortium of 13 Nigerian Banks (the “Banks”). The loan, which involved a foreignbacked guaranteed bond and a pledge of shares of all the

shareholders, was to be used to finance a major network rehabilitation and upgrade and the expansion of its operational base in Nigeria.

Debt Struture

Total Amount Paid US$504 million

Total Amount Outstanding US$574 million

42%

2013 2017

58%

Total Amount Received = US$1.2 billion

13

EsQ Legal Practice

EMTS had repaid 42% (about U.S.$504 million) of the original U.S.$1.2 billion loan with a total outstanding sum of about U.S.$574 million when the oil price crash began. The loan was fully restructured in 2015 but EMTS defaulted on a payment due in February 2017. When the Banks threatened to take over the company, the relevant Nigerian regulators, the Nigerian Communications Commission (“NCC”) and Central Bank of Nigeria (“CBN”), intervened. The Banks were persuaded to stay all actions and allow more time for further negotiations, to which all parties agreed and set a date of May 31, 2017 as the final deadline for repayment.

valued the company at a massive U.S.$4.7 billion. The Banks did not accept the valuation or the offer and made good on their threat to take over EMTS after negotiations aimed at refinancing the debt failed.

Etisalat announced that the Banks had exercised enforcement rights, requesting the transfer of 100% of the EMTS shares to the appointed trustee of the Banks.

According to Etisalat's fling at the Abu Dhabi Securities Exchange on June 20, 2017, Etisalat transferred all of its shares in EMTS (a 40% equity stake in the company) to United Capital Trustees Limited following receipt of a notice of default and security enforcement from the Banks on June 9, 2017. Mubadala, which reportedly owned 40% EMTS and Etisalat made an of the ordinary shares in the offer to convert the Banks' company, and the Nigerian outstanding dollardenominated debt into 5% of shareholders that owned the remaining shares were also the company's equity. The affected by the Banks' exercise syndicated loan on which EMTS missed a payment had a of their enforcement rights U.S. dollar portion of U.S.$235 over their shares. All the shareholders were forced to million outstanding, which

balance, not only between the relative amounts of debt to equity in order to ensure the company has an optimal capital structure for profitable operations, but also between a creditor and a debtor to ensure that the creditor is not essentially penalized for compromising its right to demand immediate payment and enforce its debt. However, issues may arise where the company in distress offers its creditors a negotiated amount of equity in exchange for their debt, which could lead to the creditors in turn driving negotiations by imposing particularly stringent requirements for the amount of equity they are to receive in exchange for their loan repayment and interest amounts.

subscriber base.

With the pressure from the CBN to classify ETMS's loan obligation as non-performing and increase their accounting provisions against nonperforming loans, understandably the Banks' preference was for Etisalat to inject additional capital into EMTS to repay the portion of the principal and interest on the loan that had fallen due.

The prospect of accepting equity and their right to repayment becoming patient capital would not have been appealing to the Banks as they are not private equity investors with the option of 5to 7-year investment periods and would not be inclined to wait while ETMS tried to turn around its prospects. For a meaningful equity conversion offer to have been considered EMTS, as a company in distress, would have hoped to by the Banks, the first hurdle would have been to agree on lower its debt overhang and ultimately to avoid insolvency an acceptable valuation for and the associated costs. From EMTS. The parties were very far from an agreement on this the perspective of the point. The offer of 5% of creditors, however, if they equity in EMTS in exchange accepted an equalization of for the U.S.$235 million debt outstanding could not have been viewed as a serious offer as this would have valued EMTS at U.S.$4.7 billion, as noted above, which was a clearly unrealistic value for the company at that time. These factors may have hastened the Banks's insistence on the enforcement of the share security.

In addition, the looming pressure from regulators did not create an ideal negotiating environment. The possibility that they would be allowed the time and space needed to The Banks are likely to try to sell EMTS as soon as possible and there have negotiate and agree on a mutually acceptable structure been media reports that international advisers have been appointed to manage the process and find a new investor willing to purchase the Banks' for what is, even in favorable shares in Etisalat. It remains to be seen if there is any appetite in the market circumstances, a difficult and consuming process was for strategic telecommunications investors or financial investors to acquire time very slim. When EMTS EMTS. initially defaulted on the loan in February 2017, the CBN and EMTS wanted to convert into transfer all their shares in their debt, the best they could the NCC stepped in to prevent Naira in order to overcome hope for would be that they EMTS to the Banks. the Banks from immediately hard currency shortages on become equity holders and enforcing the security, but Nigeria's interbank market.

Negotiating the Conversion of strive to find a strategic or instead of focusing on The details of the offer were financial investor interested in resolving this fiasco, the NCC Debt into Equity not made public but a The aim of conversions of debt acquiring EMTS with its began making valuation of 5% equity at valuable telecommunications uncompromising statements into equity is to strike a U.S.$235 million would have license and 20 million 14

EsQ Legal Practice

about the Banks not being permitted to run a telecommunications company.

The Banks were likely very reluctant to defer the process any longer and risk further regulatory interference and negative exposure. They likely determined it would be better to bite the bullet and enforce than risk losing the right to enforce all together. The approval of the Nigerian Securities and Exchange Commission (“SEC”) may also have been required if the Banks sought to acquire control of EMTS since, though EMTS was a private company, it was a largely capitalized entity subject to the rules and regulations of the SEC. Issuing new shares or exchanging unalloted shares for debt would have diluted Etisalat's shareholding in EMTS as well as the percentage holdings of other shareholders. The Nigerian shareholders of EMTS may also have had pre-emptive rights and, given reports in the market that they were yet to receive any dividends on their investment in the company after close to a decade of investment, the Banks would have been rightly weary of embarking on a process that would require their involvement or a waiver of any rights. Considering the issues above, the Banks refusal to acquiesce to the debt to equity conversion deal proposed by Etisalat and EMTS is perhaps understandable.

The prospect of accepting equity and their right to repayment becoming patient capital would not have been appealing to the Banks as they are not private equity investors with the option of 5- to 7-year investment periods and would not be inclined to wait while ETMS tried to turn around its prospects. enforcement action by the Banks and preserved Etisalat's shareholding in EMTS, which at the time had 20 Million subscribers and represented 14 of the telecommunications market in Nigeria. Specific circumstances aside, a company with a profile like EMTS would seem to be a good candidate for a debt to equity conversion.

the Nigerian market. It is unlikely that the most willing buyer, the South African telecommunications operator, MTN, the largest operator in Nigeria representing 36% of the market, would be allowed to acquire EMTS on the grounds that this might enhance its already dominant position in the market. Etisalat and Vodacom, two international EMTS blamed its distressed The Banks are likely to try to telecommunications operators situation on the economic sell EMTS as soon as possible with deep pockets, have exited downturn, and particularly the Nigerian and there have been media the sharp devaluations of the reports that international telecommunications market Naira, which contributed in advisers have been appointed and other international part to its repayment investors will be aware that it to manage the process and obligations increasing by find a new investor willing to is a very competitive market almost 30% overnight. EMTS purchase the Banks' shares in and earning a return on claimed that the business Etisalat. It remains to be seen investment will demand a performed well in 2016 and great deal of skill and if there is any appetite in the had positive EBITDA. While resilience. market for strategic the EMTS gambit failed telecommunications investors miserably in this instance, the or financial investors to The Banks may find that it option to use debt to equity acquire EMTS. As mentioned would have been more conversion was highlighted beneficial to pursue the debt to above, EMTS's fundamental and perhaps if better handled position is very strong and it equity conversion option with may have would be an appealing target Etisalat more seriously. helped to avoid the for investors looking to enter Etisalat may have been willing

to accept a more reasonable valuation and the parties may have been able to agree on commercial terms that were mutually beneficial. A sale process may be time consuming and expensive and wouldn't be guaranteed to result in a viable buyer willing to accept the Banks' valuation of EMTS/ LEGAL REGIME FOR DEBT TO EQUITY CONVERSIONS IN NIGERIA A debt to equity conversion in Nigeria may be implemented through a court-supervised process. Section 539 (1) of the Companies and Allied Matters Act (“CAMA”) establishes a process for a Nigerian company to enter into a compromise or arrangement with its creditors or shareholders, whereby the rights and liabilities of members, debenture holders or creditors are governed by the provisions of CAMA or by the unanimous agreement of 15

EsQ Legal Practice

all parties affected. This process is subject to the approval of the Federal High Court in Nigeria after confirmation from the SEC that it is satisfied with the fairness of the applicable compromise or arrangement.

In practice, the courtsupervised process is typically adopted in larger and more complex transactions, typically involving asset transfers. With more standard transactions, a simple contractual exchange to extinguish the debt of the creditor in exchange for equity in the borrower, a court supervised process would not be required.

Documentation Depending on the structure of the transaction, an amended facility agreement whereby parties recognize that the debt is reduced, a debt conversion agreement and a share purchase agreement may need to be executed by the parties.

These agreements would reflect the outstanding debt of the debtor company (a portion of which would be converted as part of the debt to equity exchange agreement), the shareholding of the 16

EsQ Legal Practice

investor/creditor as well as the terms governing the shareholders interest in the debtor company.

REPATRIATION OF PROCEEDS If the creditor is an offshore entity, the creditor may encounter difficulties in the conversion of the Certificate of Capital Importation (“CCI”). A CCI is the document that gives a non-Nigerian investor access to the foreign exchange market in order to repatriate dividends and proceeds from its investment in Nigeria. The applicable foreign exchange regulations provide that debt CCIs are issued in respect of the inflow of debt from an investor to a local beneficiary and prescribe the specific document requirements to be complied with, in order for the interest and principal to be repatriated in accordance with the tenor and terms of the applicable underlying loan agreement. Similarly, with regard to equity investments by an investor into a local beneficiary, the specific document requirements are prescribed to permit repatriation of dividends and the proceeds of the sale of the shares to the non-Nigerian investor.

Notable Regulatory and Legal Issues SHARE CAPITAL In a debt to equity conversion, it is important that the debtor company has sufficient authorized but unissued share capital that can accommodate the debt conversion. Where the debtor company's share capital cannot accommodate the debt to equity conversion, a resolution of the shareholders increasing the capital will be required, authorizing the increase to an appropriate level. The shares would then be allotted and the necessary flings would need to be made at the Nigerian Corporate Affairs Commission (“CAC”). This capital increase is a corporate and administrative process that comes with an administrative cost implication as there are stamp duty and registration fees payable for the increase in share capital. These costs can however be moderated by the company reclassifying and issuing its new shares at a Consequently, if a debt to premium. equity conversion occurs

during the life of a loan, an incongruity arises between the investor and the beneficiary documents, as the investor will have the initial documents required to repatriate debt while its investment would have been converted into equity. The debt CCI will thus be required to be converted into or replaced with an equity CCI in favour of the investor.

This conversion process may pose challenges as the CBN will be required to approve and authorize the conversion.

This may delay the debt to equity conversion process as the CBN will typically require a detailed documentary history to prove that the funds were actually repatriated into Nigeria and that the investor/beneficiary of the funds complied with the provisions of the foreign exchange legislation at the time of the inflow of the funds.

TAXATION Debt to equity conversions may also give rise to tax concerns, which should be analyzed on a transaction-bytransaction basis. For instance, Section 11(6) of Companies Income Tax Act (“CITA”) provides that interest on

foreign loans that is not less than N150,000 would be exempt from tax, subject to certain conditions. The third schedule to CITA details the repayment period and the respective tax percentage exemptions allowed on the interest of foreign loans as follows:

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Therefore, where the loans are initially structured to benefit from the above tax exemptions under CITA, a reduced withholding tax (“WHT”) liability would accrue on the interest payable on the loans based on the table above. A debt to equity conversion is deemed to constitute a discharge of the loan on the date of the conversion and WHT is assessed on the assumption that the principal and interest accrued on the loan have been repaid on the date of the conversion. If the conversion occurs outside of the repayment period originally contemplated by the debtor company, it is possible that the debtor company would lose the tax exemption it would otherwise have been eligible for on the repayment of the loan. For example, a debtor company that would have qualified for a 70% WHT exemption on a loan that should have been repaid between 5 and 7 years would lose this tax exemption if a debt to equity conversion occurs after the seventh year of the loan. This could lead to unanticipated costs if parties are not mindful of the tax effects of such a debt to equity conversion.

Repayment Period including Moratorium

Grace Period

Tax Exemption allowed

Above 7 years

Not less than 2 years

100%

5 – 7 years

Not less than 18 months

70%

2– 4 years

Not less than 12 months

40%

Below 2 years

Nil

Nil

A Capital Gains Tax (“CGT)” of 10% is levied pursuant to the Nigerian Capital Gains Tax Act on the proceeds of assets disposed of by a person.

However, proceeds of the sale of shares are exempt from CGT, so creditors engaging in a debt to equity conversion would be able to take advantage of this tax exemption and would not be subject to any additional tax liabilities upon the disposal of their shares.

Note also that the valuation on the conversion of debt to equity must be commensurate with the actual price of the debt, otherwise, a conversion in which debt is exchanged for less equity than the value of the debt could be viewed as an unrealized gain for the debtor company, which would be treated as income and which would be subject to corporate tax.

Conclusion The oil price crash and the ensuing foreign exchange crisis that afflicted the Nigerian economy created difficulties in the repayment of foreign currency-denominated loans. Corporates and their financiers have been required to consider various options for debt restructuring in order to reduce the increased repayment burdens. A debt to equity conversion is an option worth considering in order to lift companies out of the financial dilemma generated by the devaluation of the Naira.

A debt to equity conversion is not without its challenges, as discussed above, but the

benefits of a successful conversion would generally be worth the difficulties that may be encountered in the negotiating process. In the EMTS case, the Banks are left with the option of seeking investors to acquire EMTS and obtain a price proportionate to their outstanding debts owed

by EMTS. These hurdles could have been avoided if the parties had agreed on commercially acceptable terms for a debt to equity conversion. It may be that there were simply too many parties involved for the debt to equity conversion option to have been viable with EMTS. Highly regulated commercial banks trying to restructure a regulated telecommunications company will inevitably face time and cost constraints that may end up sabotaging the transaction for all parties.

Similarly, the unnecessarily high level of involvement of the CBN and the NCC in the EMTS case likely contributed to the Banks' reluctance to move forward with the transaction at various stages.

We expect that, in the future, regardless of the level of influence from regulators, more creditors in Nigeria will consider the debt to equity conversion option as a restructuring solution, and will be able to learn from the EMTS case rather than dismissing the process as too cumbersome or fraught with regulatory hurdles. In turn, hopefully the Nigerian regulatory bodies will take a more hands-off approach to these types of transactions, which could ultimately contribute to a revitalization of the Nigerian economy as a whole.

Please note that the facts of this case where to a large extent culled from the reports of Nigerian daily newspapers, in particular, (Business Day).

The fling reference number is Ho2/GCFO/152/85.

The loans had originally been extended by the Banks to EMTS on the credit of Etisalat and Mubadala. The other shareholders, mainly local investors, lacked the financial strength or appetite to make additional investments in EMTS. A patient capital investor is willing to make a financial investment in a company with no expectation of turning an immediate profit. Instead, the investor will forgo an immediate return, but will expect a more substantial return in the future.

Section 118 of the Investment and Securities Act, Cap I Laws of the Federation of Nigeria 2004 and Rule 434 of the Securities and Exchange Commission Rules 2013.

EMTS's financial distress issues, laid out publically on the pages of national daily newspapers, appear to have affected its operations as well. As of September 2017, its subscriber base had fallen to 17.2 Million and its percentage share of the market had decreased to 12.33%. See Nigerian Communications Commission, Industry Statistics, available at: https://www.ncc.gov.ng/stakeholder/statisticsreports/industry-overview#view-graphs-tables-5.

Camillus Eboh, Chijoke Ohuocha, Nigeria's 9mobile Seeks Concessions to Boost Revenues Ahead of Sale, REUTERS (July 27, 2017), available at: https://www. reuters.com/article/nigeria-9mobile/nigerias-9mobile-seeks-concessions-toboost-revenues-ahead-of-sale-idUSL5N1KI6U9.

Stamp duty fees of 0.75% of the increased amount and a graduated CAC fees commencing from N5,000.00 for every N1 million in share capital or part thereof to; N10,000.00 for every N1 million in share capital or part thereof for increases in share capital above N1 million and up to N500 million; and N7,500.00 for every N1 million in share capital or part thereof for increases above N500,000,000.

The foreign exchange market in Nigeria is regulated by the Foreign Exchange Monitoring and Miscellaneous Provision Act (“FEMM Act”), the CBN Foreign Exchange Manual and directives and circulars published pursuant to the FEMM Act and the Manual.

Laws of the Federation of Nigeria, Cap C1, 2004.

17

EsQ Legal Practice

ESQ

LEGAL ICON

THE ANTI CORRUPTION CZAR MUSTAPHA ADEBAYO AKANBI Almost a global citizen by birth, Muhammad Mustapha Adebayo Akanbi was born 86 years ago; September 11, 1932 as a third child to Alhaji Muhammed Bello (Akanbi Oniyo) and Nana Aishat (both of blessed memory), in cosmopolitan Accra, Ghana. His Muslim parents were of great warrior Kemberi stock of “Afin- area� of Ilorin.

A

rich heritage of industry, long distance enterprise and scholarship dating back to almost 500 years of the great Ilorin community. By 1938, six years after his birth, his father was already an international exporter of a wide range of goods from kola nuts, potash from Maiduguri, dried okra to guinea fowl eggs.

Mustapha Akanbi obtained a scholarship to study law at the Institute of Administration, now Ahmadu Bello University, Zaria, followed by legal studies in the United Kingdom. He was called to the English Bar in 1963, and was called to the Nigerian Bar in January 1964. He joined the Ministry of Justice and became a Senior State Counsel in 1968.

In 1969, he set up in private practice in Kano. In 1974, he was appointed a judge of the Federal Revenue Court, (now After completing secondary known as the Federal High school he worked as an Executive officer in the Ghana Court) and in January 1977 he was elevated to the Court of Civil Service. He was also Appeal Bench. In 1992, he was active as a trade unionist.

Moving to Nigeria, he worked made President of the Nigerian Court of Appeal, a in the School Broadcasting Department of the Ministry of position he held until retiring in 1999 after a distinguished Education.

period of 25 years.

A symbol of hard and smart work, incorruptibility, enterprise, selflessness and generosity, and in recognition of his distinguished career as a forthright and incorruptible judicial officer, he was 19

EsQ Legal Practice

appointed in the year 2000 by President Olusegun Obasanjo the then President of Nigeria, to head the newly established Independent Corrupt Practices and other Related Offences Commission (ICPC), a body vested with the statutory responsibility of combating the malaise of corruption within the Nigerian polity.

Four years later, the ICPC had failed to make any significant convictions. Akanbi publicly questioned why the government had set up the ICPC and appointed competent people to run it "only to frustrate it from performing by starving it of funds". He said that another issue was that the law forbade it from investigating corrupt practices dating before the creation of the ICPC. In March 2004, Justice Mustapha Akanbi urged parliamentarians to ratify the United Nations and

the African Union Conventions against Corruption, which would greatly assist the struggle against corruption.

As of July 2005, the ICPC charged 85 people but had only secured two corruptionrelated convictions.

Commenting on this record, Justice Akanbi said he suspected that some judges had been paid off to toss out cases. In September 2005 Akanbi said, "Corruption has been described as a cankerworm, a malaise that has afflicted our nation and done havoc to our corporate existence". He attributed the problem to lack of will by past military leaders to fight corruption, inconsistency in government policies, and reluctance by law enforcement agencies to arrest and prosecute "sacred cows".

On completion of the first term of office in year 2005, he politely declined the opportunity offered him to serve another term of fiveyears. Akanbi retired and joined the board of the Justice and Law Enforcement Reformation Organization, a non-profit organization that aims to eradicate corruption and poverty from the perspective of the Judiciary and Law Enforcement agencies.

In 2006, Akanbi established the Mustapha Akanbi Foundation in Ilorin, Kwara State, dedicated to strengthening civil society groups, governmental agencies and private business concerns and helping them imbibe a culture of transparency and accountability. Hon. Justice Mustapha Akanbi is the founding Chairman of the Board of Trustees and the prime mover of the foundation.

In August 2009, he called on Nigerian Muslims to shun the ideas of the Boko Haram sect, which teaches that non-Islamic education is a sin. He said that both Western and Islamic education were germane to the development of mankind.

On the Nigeria of his dreams, Justice Akanbi says Nigeria is a great country, and our greatness makes us number one on the continent, especially in black Africa. We have the largest population, the resources and all it takes to be a great nation so Nigeria should take its place. He condemned the lust for money and hopes that we will bring back the crystal glory of the past and try to change the orientation among average Nigerians. He also hopes to

see Nigeria as one united people.

Justice Mustapha Akanbi also expressed concerns in “The Judiciary and the Challenges of Justice”, Patrioni Books 1996, where he states: “Now as before funding the judiciary has been one of the intractable problems with which the Nigerian Judiciary has had to contend.

Conference after conference motions have been moved, resolutions passed and decisions taken on how to fund the judiciary, yet the problem remains unresolved.

The resolutions are hardly implemented.”

He says government should put its searchlight on the judiciary itself. Any judge who lives beyond his means, should be monitored. Any judge who lives in a state-ofthe-art house should be probed and where they cannot explain their source of wealth should be relieved of their duties. Where any evidence of criminality is found against them, they should be prosecuted as that is the only way we can bring sanity to the system. To him, the court must be made to understand the underpinning philosophy of fighting corruption.

Justice Akanbi gave the leading judgment in the case of Alhaji Sa'ad Birnin Kudu v.

Alhaji Buba Aliyu & Ors which involved Governorship aspirants in Jigawa State.

The issues for determination bothered on the duty of court not to raise issues for the parties, interference with the exercise of discretion; when an appellate court will interfere with the findings of a trial

Corruption has been described as a cankerworm, a malaise that has afflicted our nation and done havoc to our corporate existence". He attributed the problem to lack of will by past military leaders to fight corruption, inconsistency in government policies, and reluctance by law enforcement agencies to arrest and prosecute "sacred cows". On completion of the first term of office in year 2005, he politely declined the opportunity offered him to serve another term of five-years. Akanbi retired and joined the board of the Justice and Law Enforcement Reformation Organization, a non-profit organization that aims to eradicate corruption and poverty from the perspective of the Judiciary and Law Enforcement agencies.

20

EsQ Legal Practice

court, and liability of irregularity in procedure: whether a person will be allowed to complain on an irregularity of procedure he condoned interpretation of statute - section 121 (1) of decree 50: interpretation of section 121(1) of decree 50 AKANBI, J.C.A. who delivered the Leading judgment held that it is the law that a Court is not allowed to formulate a case for the parties or decide on issues not raised by them, without at least giving them a hearing.

He relied on the case of Commissioner for Works.

Benue State & Ors. v. Devcon Development Consultants Ltd & Ors. (1988) 3 NWLR (Pt.83) P. 407 at 420 where the Supreme Court per KaribiWhyte JSC said; "It is an elementary and fundamental principle for the determination of disputes between parties that the judgment must be confined to the issues raised by the parties. It is clearly not competent for the judge suo motu to make a case for either nor both of the parties and then proceed to give judgment on the case so formulated contrary to the case of the parties before him."

On the issue of an appellate court interfering with the findings of a trial court, he held that it is settled law that as a matter of general principle an appeal court will not ordinarily interfere with the findings of a trial court, but it will unhesitatingly do so where such findings are perverse or that the Judge did not utilize properly, the opportunity of seeing and hearing the witnesses. Again, it is the law that where the question is as to the proper inference to be drawn from the proved facts, the Court of Appeal is in as good a position as the trial court and will interfere to make the correct inference which the trial court failed to do.

It is an elementary and fundamental principle for the determination of disputes between parties that the judgment must be confined to the issues raised by the parties. It is clearly not competent for the judge suo motu to make a case for either nor both of the parties and then proceed to give judgment on the case so formulated contrary to the case of the parties before him."

IMO STATE & ORS (1992) 1 NWLR (Pt.220) 647 at 690/691 as it is also authority for the proposition that as a matter of general principle a person will generally not be allowed to complain of an irregularity he has himself accepted and condoned. I agree with the submission of the learned Solicitor-General of Jigawa State that the 1st Respondent has by his conduct and actions waived the right to complain about any irregularities in the conduct of the election. He cannot eat his cake and have it.

reads:

Mamman Nasir, Emanuel Obioma Ogwuegbu, Niki Tobi, Muritala Aremu Okunola all "Where a date has been agreed with his submissions appointed for the holding of an election and there is reason and adopted his judgment. to apprehend that a serious breach of the peace is likely to Other notable cases presided occur if the election is by him include First Bank of proceeded with on the date, Nigeria Plc & Ors v. Udobong the holding of the election Ntia & Ors and Olalere v. may be postponed by the Federal Ministry Of Education National Electoral & Ors. Commission until some other convenient date to be In all, Justice Akanbi is a man appointed by it". who is content with little

It is clear that once a date for an election is fixed, it may only be postponed if there is Finally, learned Justice held fear of a serious breach of the that the power to postpone an peace. Section 10 of the On the third issue, he cited the election is set out in section Interpretation Act does not case of OGBONNA V. A.G. OF 121(1) of Decree 50. Which alter the situation. Justices

things, eschews all forms of corruption and hopes to be remembered as someone who given any situation did his best.

21

EsQ Legal Practice

IVORY COAST PROJECT FINANCE LAWYER JOINS ORRICK

TOP 5 LEGAL REGIMES FOR BUSINESS IN AFRICA

INTERNATIONAL LAW FIRM HIRES RETIRED COLORED JUDGE

AFRICAN M&A DOWN, BUT PLENTY OF OPPORTUNITIES REMAIN

PAGE 29

PAGE 24

PAGE 28

PAGE 29

Legal report THE RULE OF LAW

OIL & GAS

CRIMINAL JUSTICE

CONFLICT RESOLUTION

ELECTRICITY & POWER

BUSINESS LAW

TEMPLARS & BAKER MCKENZIE HOST AFRICA POWER ROUNDTABLE TO DISCUSS ISSUES FACING THE NIGERIAN POWER SECTOR & LESSONS WHICH CAN BE LEARNT FROM OTHER MARKETS On Tuesday 10th April 2018, Templars in collaboration with Baker Mckenzie held an exclusive interactive session at the Eko Hotel, Lagos to discuss certain issues in the Nigerian power sector including overcoming bankability issues; f‎unding challenges; t‎he Nigeria power sector recovery plan; lessons that can be learnt from outside Nigeria including South Africa and Egypt; a‎ discussion on FiT vs PPAs vs government-backed agreements;‎ how to mitigate risks when developing projects; and ‎ the environmental and social impact of power projects.

solutions to the collectively agreed challenges facing the Nigerian power sector.

Templars routinely organizes interactive sessions on topical issues in various sectors with relevant stakeholders in a bid to understand the fundamental challenges faced by he session was led by a 7- great deal of expertise working on man panel, which included landmark transactions in the Nigerian clients in these sectors and with a Emeka Chinwuba (Partner, power sector among which are the view to proffering practical solutions to them. The firm which recently ground-breaking AZURA- EDO Baker McKenzie, New retained the award for Power, Energy 459MW IPP project and more York), Jen Stolp ( Partner, & Natural Resources Team of the recently, the World bank PRG to BakerMcKenzie, Johannesburg ), Year for the third consecutive time at Seven Energy International, which Calvin Walker ( Partner, Baker McKenzie, London ), Kieran Whyte ( was the first World Bank PRG to be the Law Digest Africa Awards continues to drive thought leadership Partner, Baker McKenzie, Johannes- issued in relation to the exclusive initiatives which will assist in support of gas supply for a power burg ), Rumundaka Wonodi ( delivering excellent and unwavering Founder & CEO, ZKJ Energy, Inc and project in Nigeria. service to clients and providing Pioneer MD/CEO, Nigerian Bulk effective solutions to their complex Electricity Trading plc ), Kola Adesina We thank all our invited guests for legal challenges. attending and participating in the ( Group MD, Sahara Power Group ) discussion as we strive towards and the moderator and Templars proffering innovative and effective Partner, Desmond Ogba who has a

T

ECJ BLOCKS ARBITRATION CLAUSE IN INSURANCE TRADE DEAL

governments and investors seeking judicial review before a European court, the bloc's highest court ruled on Tuesday.

The European Court of Justice judged that an arbitration clause in European Union legislation prevents a wider deal between the Netherlands and Slovakia, which member states from reaching an was intended to boost their markets arbitration agreement to stop continued in pg 27

MALI WAR CRIMES SUSPECT APPEARS BEFORE HAGUE WAR CRIMES JUDGES An Islamist militant suspected of war crimes in Mali appeared before the International Criminal Court on Wednesday but did not address the allegations against him, instead complaining about the conditions of his detention.

The ICC issued an arrest warrant against Al Hassan Ag Abdoul Aziz Ag Mohamed Ag Mahmoud for crimes allegedly committed while serving as de facto chief of religious police after his jihadist group seized control of the Malian city of Timbuktu in 2012.

He is accused of war crimes and crimes against humanity over the destruction of cultural monuments in the ancient city in Mali's north, and over enforcement of policies that led to sexual enslavement of women and girls.

When asked during his first appearance at the ICC if he had any observations to make to the court, Al continued in pg 28

23

EsQ Legal Practice

TOP 5 LEGAL REGIMES FOR BUSINESS IN AFRICA As 2018 launches on improved commodity prices and a sense of overall market stability, Centurion Law Group market size and mineral deposits. has compiled an extensive list of the Top 5 Legal Regimes for Doing Business in Africa. The attorneys looked at Some decision-makers will also consider market maturity and the several factors in making the determination, including: ž Market size and economic

diversification ž Ease of registration of businesses and foreign investment ž Local content and transfer of technology requirements ž Capital flow and repatriation ž Financial sector stability ž Telecommunication ž Taxation laws and tax compliance complexity ž Judicial system ž Subscription to international conventions ž Legal framework for investment incentives

SOUTH AFRICA

level of local infrastructure development. Also, in recognition of the fact that, similar to the Asian business culture, African business is and expropriation driven more by relationships and less ž Intellectual property rights by transactions, many choose to rely protection on certain business links they have Based on the above criteria, South ž Labour laws and market already established in a certain Africa, Nigeria, Cote d'Ivoire, Senegal ž Environmental regulations market prior to entry. Research and Rwanda have been selected as ž International rankings on Ease of the top five destinations for business shows that African states are also Doing Business (World Bank) coming to the realisation that in Africa. reducing of bureaucracy, Although ranked highly on the World streamlining of the legal framework, Bank's Ease of Doing Business index, In arriving at the top legal regimes addressing corruption and stabilizing for business in Africa, investor tourism-heavy countries like behaviour is also considered. Many the economy are more likely to Mauritius and the Seychelles have been excluded, as the focus is on the decisions for market entry in Africa attract FDI than tax holidays and other fiscal incentives. real sector investment environment are made mainly on the basis of ž Public private partnership ž Land acquisition system ž Sanctity of contracts, stabilisation

free trade between its five members, offering a regional advantage on investment.

The country offers investors ease of doing business, including a one-stop in the Department of Trade and Industry. The one-stop shop, which also has regional offices and an South Africa offers investors one of online portal, is aimed at offering the most diverse economies on the investors assistance in entering the African continent, including a stable, country. There are no onerous local developed and diverse financial content requirements. However, sector — one of the major obstacles there is a profound sensitivity about to development in many other the inclusion of historically countries. The backbone of the disadvantaged South Africans in sector is the South African Reserve industry. Additionally, the country Bank, which regulates the sector and has a strong telecommunications and also participates in a wide range of infrastructure network. international organizations, such as the Financial Stability Board and the The independence of the judiciary is G-20 Finance Ministers and Central widely lauded, and has been demonstrated in the past years Bank Governors. The country's Financial Services Board supervises through rulings against the sitting President. Arbitration in South Africa the Johannesburg Stock Exchange, which is also one of the most robust follows the Arbitration Act of 1965, on the continent. The financial sector which does not distinguish between is largely considered one of the most domestic and international arbitration and is not based on sophisticated of the emerging UNCITRAL model law. markets. Non-residents of South Africa are also able to transfer capital South Africa's growth strength lies in in and out of South Africa, though such transactions must be reported. its uptake of technology, efficient financial markets and strong institutions.

Ease of investment and entry into the Southern Africa Development Community is also a significant advantage for South Africa. South Africa is a member of the Southern Africa Customs Union (SACU) and the Southern Africa Development Community (SADC). SACU has a common external tariff and tariff24

EsQ Legal Practice

as well as market size. Rwanda has, however, been included due to its strategic location and access to the East African market, among other factors.

NIGERIA

Nigeria is the largest economy and most populous country in Africa with an estimated population of more than 180 million and an estimated gross domestic product of up to USD 510 billion in 2013 (currently about USD405 Billion). Having surpassed South Africa in 2014 as the largest economy on the continent after it overhauled its gross domestic product data for the first time in two decades, Nigeria's recent economic recession slowed down her growth.

The foregoing fact notwithstanding, Nigeria remains one of the most attractive business destinations in Africa for the foreseeable future.

crystallisation of its legal, regulatory and commercial framework and openness to foreign investment. The fact that the corporate tax rate in Nigeria is significantly lower than that of similar markets coupled with a broad legal framework for incentives makes it particularly attractive for return on investment.

Its political climate, although chequered, is largely predictable and the drawbacks to investment are common knowledge and are very tractable, especially where suitable local partners are identified. Nigeria has a non-discriminatory approach to FDI and investors from all over the globe undertake projects in Nigeria.

Apart from the fact that it offers a large and active market for business, Bureaucracy, which was previously a Nigeria ranks highly as a business major drawback to business activity destination in Africa due to the has been tackled in recent years. Its

Legal report on-ground ease of doing business has also significantly improved in the last three years. Nigeria has recently overhauled its business interface platforms to ease business compliance at major interface points such as the tax offices, land registries and the Companies Affairs Commission. Several Nigerian states have reformed their land registries.

This means that transferring land in Nigeria is becoming far quicker and more secure. Lagos State led the way in reforming its land registry, introducing a computerised document management system for land titles and transfers in 2006.

Searches at the Lagos Land Registry can now be completed in less than

an hour.

approved and granted.

improving steadily.

Nigeria has also implemented an Executive Order to mitigate issues with bureaucracy, requiring every Ministry, Department and Agency of the federal government to publish a list of requirements to acquire permits, licenses, etc. The Executive Order provides for default approvals, i.e., where the relevant agency or official fails to communicate approval or rejection of an application within the time stipulated in the published list, all applications for business registrations, certification, waivers, licenses or permits not concluded within the stipulated timeline shall be deemed

Nigeria boasts an advanced financial sector with project funding available through local financial institutions to a very high degree. It has a welleducated work force with technical skills that can compete all over the world. Adoption of technology for business is also significantly higher in Nigeria than a majority of African states.

Nigeria is in the process of overhauling the legal framework for its oil and gas sector, which is its mainstay economically. Renewed efforts at boosting gas production, infrastructure and distribution as separate from crude oil development, opportunities in power production amongst others shows that there is significant potential for exponential growth and in view of the size of the Nigerian market, it will remain one of the top business destinations for the foreseeable future.

one of Cote d'Ivoire's leading exports, and the development of new gold mines in recent years in the central and northern areas of the country has also contributed to national economic growth.

COTE D'IVOIRE

Côte d'Ivoire is the largest economy in French-speaking West Africa and the third largest in West Africa after Nigeria and Ghana. Located in the inter-tropical coastal zone of West Africa, the Republic of Côte d'Ivoire has a relatively young population of about 23 million inhabitants.

According to the International Monetary Fund (IMF), Côte d'Ivoire's economic performance remains strong despite external

One of the main pillars for investment promotion is the legal framework of the country, which has experienced a constitutional transformation in 2016 pointing to better democratic conditions and therefore a more stable political climate. With the onset of political stability in Côte d'Ivoire, international institutions have relocated their headquarters back to the shocks and domestic events. The country in recent years. The African IMF also projects growth at about 7 Development Bank (AfDB) returned percent per year in 2018–19 and to Abidjan in 2014 from Tunisia's inflation is expected to remain capital, Tunis, where it had been subdued. The Country is best known headquartered throughout Côte as the world's leading cocoa d'Ivoire's period of instability. exporter, Cote d'Ivoire also exports coffee, palm oil, cotton, and rubber, Côte d'Ivoire also offers investors among others making it the comparatively well-developed 4thlargest exporter of goods in sub- infrastructure, boasting the secondSaharan Africa behind South Africa, largest port in West Africa, a Nigeria, and Angola. Oil has become modernized airport and a strong

national airline. The country also has a strong road system and is rapidly improving in access to electricity and power generation capacity.

The country provides investors regional opportunities as well, as it is a member of the West African Economic Monetary Union (WAEMU). The union, an eightcountry currency union, does provide investors with a sound jumping off point for regional investment, including streamlined customs and the same currency.

Côte d'Ivoire has also made it easy to set up a business, creating the Investment Promotion Centre (CEPICI). The promotion centre aims to streamline the administrative processes of opening a business, as well as business expansion. The Promotion Centre has seen the processing time to open a business take as little as two or three days.

ways in the investment regime.

Compared to other African states, including its East African neighbours, Burundi (36.7%), Uganda (33%), Kenya (31.9%) and Tanzania (28.6%) Rwanda stands out on anticorruption with a 6.6% country corruption prevalence and is therefore an attractive place to conduct business.

RWANDA

Rwanda represents a stable and predictable business environment with robust economic growth and low inflation, a stable currency and a strong commitment to private sector development as well as impeccable peace and security.

Rwanda is thus the ideal place for investment. With tourism as the fastest growing sector in Rwanda, and despite almost a decade of civil

The Nigerian legal and regulatory framework guarantees unfettered access to the flow of investment capital. Other business support facilities such as telecommunication and air transport hubs are advanced and Nigeria's infrastructure index is

war, citizens and leaders' commitment to reform has paid off with a strong economy and healthy business climate.

The government or Rwanda maintains an investor-friendly attitude by welcoming and facilitating investments, both before and after their establishment. This awareness is reflected in several

east African countries Burundi, Kenya, Rwanda, Tanzania, and Uganda. The key aspects of the customs union include a Common External Tariff (CET) on imports from third countries, duty-free trade between the member states, and common customs procedures. The conducive business and tourism environment of Rwanda represents a strategic launching pad to access Rwanda is an open trading economy the EAC, which is one of the pillars with relatively low tariffs and few of the African economic community. nontariff barriers. It is easy to set up Although Rwanda's small market a company in Rwanda, open a size and landlocked position is branch for your foreign company, widely viewed as a downside, open private and business bank Rwanda is a smart and safe gateway accounts, rent or buy an office or a to both the East African Community house and bring capital in or out of trade to the east, and the the country. Rwanda ranks 56 out of Democratic Republic of the Congo 190 on the World Bank Ease of (DRC) with vast untapped market Doing Business ranking and 2nd in opportunities to the west Africa. Rwanda was also rated the most competitive place to do business in East Africa and 3rd in Africa.

Rwanda is a member of the East African Community since the year 2007. The East African Community (EAC) is an intergovernmental organisation comprising the five 25

EsQ Legal Practice

EsQ The

INTERNATIONAL / EDUCATIONAL TOUR SCHOOL SERIES

Dubai

2018 Join leading international business leaders, start up leaders, software developers, lawyers and other professionals for an unforgettable learning experience in Dubai the capital of UAE.

What the training includes: Company visits Excursions Academic training includes Economics and business International law Language and culture Professional skills Vocational skills International start up competition includes Blogging competition Photography competition Cinematography competition Make up competition

Aug 2nd to 11th 2018 Organized by

Logistics Partner:

EsQ Seminars

Emirate Holiday

Partners

DMCC, MASDAR CITY, JUMEIRAH, AUD, ETA STAR, The Emirate Academy of Hospitality Management Registration & Fees For further enquires kindly contact Tayo +234 813 267 6084 t.samuel@esq-law.com

Bimbo +234 811 019 4344 a.bajomo@esq-law.com

Kehinde +234 816 867 8112 k.fashola@esq-law.com

Lere +234 803 526 9055 lere.fashola@esq-law.com

Legal report streamlined customs and the same currency. The union (established in 1994 to promote economic integration among countries that use the same CFA franc currency) is symbolically led by Senegal, a country that rises above the rest for its stability, specifically after Senegal elected a new president in 2012.

SENEGAL

Senegal is consistently ranked as one of the top economies in Africa, and is currently listed as one of the top three-growing as well. The country boasts a stable political environment, sound infrastructure and a strategic location in West

Africa. Similar to Côte d'Ivoire, Senegal is a member of the West African Economic Monetary Union (WAEMU). The eight-country currency union certainly provides investors key advantages for operating in West Africa, including

Some investors believe that Senegal can position itself as a centre for Islamic finance, as a country with an The Government of Senegal has further prioritised efforts to improve approximate 95 percent Muslim population. About 54 percent of the business climate. Thanks to West Africa's population is Muslim. public expenditure, Senegal has Senegal also offers a simple system made significant progress in for repatriation of capital. infrastructure development, including the transport, electricity, Finally, the country has strong and water sectors. In fact, the ambitions in the oil and gas sector country has aggressively pursued and recent mega discoveries off the public-private partnerships for completing infrastructure projects. country's coast point to a dynamic future in the oil and gas sector. The The country's Act Build Operate Mauritania-Senegal-Guinea Bissau Transfer law, passed in 2004, provides a regulatory framework for Basin is now considered a key entry point for oil and gas, and key such transactions. development projects are slated to move ahead in the coming years.

Senegal is ranked by the World Bank's Doing Business report as one

TOP CONTENDERS & REGIONAL COOPERATION

Botswana, despite being an incredibly open market to foreign investment, is often overshowed by the economic might of neighbouring South Africa. South Sudan, though it Southern and East Africa, also did Countries like Ghana, Ethiopia, offers a new business landscape Tanzania and South Sudan, despite not make the top five due to recent with a very investor-friendly questions about the business their remarkable growth and regulatory framework and climate and the stability of investment potential, have been aggressive pursuit of investment, marginally excluded from the top 5 contracts. Although Kenya boasts poses a stability risk to investors and one of the world's fastest-growing has a significant anti-corruption gap due to restrictions to foreign economies and is on the way to investment in some sectors, to fill. becoming an economic and questions on stability, and other country-specific factors. Ghana, for technology powerhouse in Africa, it When it comes to doing business in example, is one of the most stable was excluded due to the current Africa, it's neither one country nor democracies on the continent and political climate, with political 54 countries. Rather investors have uncertainty and unrest driving provides investors with a peaceful to take a regional approach. A quote instability. and predictable operating from Africa.com's Insider's Guide to environment, serving as a key point Business Travel aptly describes this Others with significant promise, of entry into West Africa. Ghana, scenario- “Many business travellers including South Sudan and however, currently faces a to West Africa find Accra to be close Botswana rank lower than the top enough to access Nigeria's large significant fiscal overhang, which five due to the fact that their has a negative effect on its economy market, but prefer the quality of life economies are comparatively less for the short to medium term, that Accra affords visitors.” diversified and there are regional according to Deloitte. Tanzania, Therefore, neighbouring states with destinations with better infrastruc- similar investment potentials will be though it has strong macroecoture and other advantages. nomic indicates compared to settling disputes which is not capable of ensuring that those disputes will be decided by a court within the judicial system of the EU,” the court said in a statement.

“The arbitration clause … has an adverse effect on the autonomy of EU law and is therefore incompatible with EU law.”

By 2004, Czechoslovakia had become Slovakia and the country opened up its sickness insurance market to attract private investors.

A Dutch insurer known as Achmea responded by setting up a local subsidiary hoping to cash in on the new market. But Slovakia performed a partial u-turn on the liberalization of its market, banning The ECJ passed judgment on a deal firms from distributing profits made continued from pg 23 from 1991, the end of the Cold War through selling sickness insurance. for insurance against sickness, was era, which had been intended to encourage and protect investments Achmea hit back by taking Slovakia incompatible with Brussels between the Netherlands and what to an arbitration tribunal, which legislation. was then Czechoslovakia — which ruled that the country had at the time was behind the Iron breached the 1991 agreement and The case, in which 15 member ordered it to pay around €22.1 states and the European Commis- Curtain. million ($27.4 million). Slovakia sion submitted arguments, has The agreement stated that disputes appealed to the German courts, been closely watched. The ruling arguing that the arbitration clause sets major limitations on the power between one government and an investor from the other country had breached the Treaty on the of governments to write the EU's to be “settled amicably,” or through Functioning of the EU, one of two courts out of domestic decisionan arbitration tribunal. By primary pieces of EU legislation. making procedures. implication this prevented disputes from going to conventional courts The appeal reached the EU's “Slovakia and the Netherlands of law. highest court, but now returns to established a mechanism for

ECJ BLOCKS ARBITRATION CLAUSE IN INSURANCE TRADE DEAL

of the world's top business reformers, and consistently ranks in the top ten business environment improvers. The minimum capital required to start a business as well as stamp duties on business startups were abolished in 2015.

hedged by each other, in terms of attracting FDI, based on factors such as a more stable legal and regulatory framework, political climate and superior business support infrastructure. The existence of regional integration constructs such as West African Economic and Monetary Union (WAEMU), the Southern African Development Community (SADC), the Economic and Monetary Union of Central Africa (CEMAC) and the East African Community (EAC) means that there is also significant access to regional markets once a business destination choice has been made and therefore every point counts for the host countries in attracting significant FDI. – Zion Adeoye, Associate, Centurion Law Group

the German courts.

The case attracted attention from across the bloc. Governments that threw their weight behind Slovakia included the Czech Republic, Greece, Spain, Italy and Poland. The Commission, the EU's executive arm, also backed the Slovak government.

But other member states argued that such arbitration clauses were valid. Among them were Germany, France, the Netherlands, Austria and Finland.

Details of the parties' legal representatives were not immediately available.

The case is Slowakische Republik v.

Achmea BV, number C-284/16, in the Court of Justice of the European Union.

27

EsQ Legal Practice

Jones Day has recently been active in governance and dispute resolution in West and Central Africa, advising on the drafting of new arbitration and mediation laws for Organisation pour l'harmonisation en Afrique du droit des affaires (OHADA), which adopted a revised Uniform Act on Arbitration and a new Uniform Act on Mediation at the 45th ordinary session of its council of ministers in November last year.

According to the head of the Middle East and Africa region, Javade Chaudhri, Jones Day has a long history of providing clients with legal assistance on matters in Africa and working on rule of law projects in Africa. He added that Judge Williams' knowledge of and enthusiasm for advancing the rule of law in Africa will significantly contribute to this important and valuable work.

INTERNATIONAL LAW FIRM HIRES RETIRED COLORED JUDGE Jones Day, an international law firm has hired a retired judge to work on advancing the rule of law in Africa, as well as its litigation practice in Chicago.

Ann Claire William retired from the US Court of Appeals for the Seventh Circuit after 18 years, where she had been the first woman of colour to hold such position.

commercial transactions. If globalization is to be a force for human development, the rule of law must be at its centre. Jones Day has been long been devoted to advancing the rule of law around the world.

Williams has particular expertise when it comes to legal development around the world, including Africa, having spent 17 years on international delegations which taught trial Before joining the bench, she was an advocacy to the International Criminal Tribunal for Rwanda, based assistant US Attorney in Chicago, in Tanzania, and the International serving as the deputy chief of the Criminal Tribunal for the former criminal receiving and appellate Yugoslavia, in The Hague. division and chief of the organized drug enforcement task force.

She has also worked with organisaThe firm's managing partner, Stephen tions include Lawyers Without Borders and the Departments of Brogan, said the foundation of any Justice to provide training to judges society, the rule of law is key to the and lawyers in Kenya, Ghana, Liberia, operation of free markets and

MALI WAR CRIMES SUSPECT APPEARS BEFORE HAGUE WAR CRIMES JUDGES

Nigeria, Rwanda, Tanzania and Uganda, as well as Indonesia.

The training covered civil and criminal case management, alternative dispute resolution (ADR), trial advocacy and opinion writing, as well as judicial ethics, domestic and gender violence cases, and human and wildlife trafficking cases.

The firm will also benefit from her experience in the US court system and she will be a valuable resource for the firm's clients facing complex litigation and appellate troubles.

Jones Day is known for its close ties to the world of government and governance, with litigator and former chair of its government regulation practice, Noel Francisco, taking up the post of US Solicitor General in September last year, In a statement, Williams said, “Jones while 14 of the firm's lawyers left to join the Trump administration after Day has presented me with the the new president's inauguration in extraordinary and unique opportuJanuary 2017. nity to continue my work in partnering with African legal The majority of Jones Day's 2018 communities by enhancing court partner promotions were dispute systems that promote effective delivery of justice and by promoting resolution lawyers and the firm ended work for the year 2017 after the rule of law through the hiring a Chicago cyber-security development of educational and partner. training programs.”

groups that have waged an insurgency against the Malian government since 2012.

Timbuktu is known for monuments dating to its 14th century golden age and was once a major trading hub and centre of Sufi Islam – a branch of the religion seen as idolatrous by some Muslim militant groups.

After seizing Timbuktu, Ansar Dine introduced its version of sharia law that Al Hassan is accused of helping

to enforce, including forced marriages for some women and girls and the destruction of Sufi monuments.

Under ICC rules, Al Hassan has not yet formally been charged. The next step in his case is a confirmation of charges hearing that has been tentatively set for Sept. 24.

He was handed over to ICC custody in The Hague on March 31, almost a year after his arrest in northern Mali.

continued from pg 23

Hassan, who is not yet required to enter a plea, complained about his detention.

Mali fell into turmoil when Islamist fighters and Tuareg-led rebels seized control of the country's north six years ago.

“I was detained in a single room with a camera,” he told the judge after confirming his identity. Al Hassan's duty counsel told the court his client believed the circumstances of his detention were “harming his dignity and his privacy”.

France poured hundreds of troops into its former West African colony to repel the insurgents in 2013, but attacks have been spreading further south towards the capital Bamako despite a U.N. peacekeeping mission.

Al Hassan was a member of Ansar Dine, one of several Islamist militant

28

EsQ Legal Practice

-Reuters. Reporting by Stephanie van den Berg; Editing by Anthony Deutsch and Mark Heinrich

Legal report BANWO & IGHODALO NAMES NEW PARTNER

IVORY COAST PROJECT FINANCE LAWYER JOINS ORRICK International law firm Orrick, Herrington & Sutcliffe has continued the expansion of its presence in the OHADA project finance market with the hire of a locally based partner.

Orrick-RCI, the Ivory Coast affiliate of international law firm Orrick, Herrington & Sutcliffe, has hired Yacouba Coulibaly as a project finance partner.

Pascal Agboyibor, head of Africa at Orrick, said of the hire in a statement: “He brings experience on the most sophisticated projects and relationships with key players in the region, as we continue to focus on helping our clients get deals done in the OHADA region and throughout the continent.”

expert Patricia Amand, who was recruited from the Ivorian National Agency of the Universal Service of Telecommunications/ICT (ANSUT) and takes Orrick-RCI up to seven lawyers.

The Ivory Coast affiliate, based in Abidjan, was opened by Orrick in late 2014, making it the first Cairo-headquartered Afreximbank is international firm to do so.

However, it drew some criticism owned by African governments, from local lawyers who accused it of Coulibaly spent the past decade as investors and institutions and senior manager of legal services for finances trade across the continent circumventing the rules of the Ivorian Bar. and with non-African investors.

African Export-Import Bank Coulibaly previously spent time with (Afreximbank) and brings to the The firm also has African expertise firm experience of financing major fellow international law firm Hogan in its Paris practice, including Lovells in its Paris office. infrastructure projects, including project finance partner Simon roads, railways, airports, ports, Ratledge, recruited in 2016, and As an OHADA (Organisation pour agriculture, power, renewables, oil l'Harmonisation en Afrique du Droit London, including Weyinmi Popo, and gas, aircraft and real estate hired a couple of months earlier. des Affaires) country, Ivory Coast finance. has access to a well-established The hire comes as a report from system of unified business laws and The ability to finance major fellow international law firm Baker institutions in West and Central infrastructure projects is particularly McKenzie reveals that the overall Africa, whose dispute resolution important to the development of value of mergers and acquisitions in centre, the Common Court of African countries and comes as a Africa and the Middle East is Justice and Arbitration (CCJA), is recent report by PwC highlighted projected to decline this year, due based in Abidjan. the value that port capacity can to the absence of last year's super bring to their economies. deals, although there is still plenty It follows the firm's recent hire of of overall market activity. telecommunications regulation

AFRICAN M&A DOWN, BUT PLENTY OF OPPORTUNITIES REMAIN

The Global Transactions Forecast for the region's financial services deal-making predicted USD 9 billion in deals in 2018, down from USD 29.5 billion in 2017, but that does not necessarily mean doom and gloom for the business climate across both regions, but rather reflects the lack of any super deals this year. Nearly half of last year's total came from one deal, the USD 14 billion merger between National Bank of Abu Dhabi and First Gulf Bank which formed First Abu Dhabi Bank.

“The decrease in M&A in the financial services sector in Africa is due mainly to economic and political instability, a lack of diversification, the risk of Mergers and acquisitions (M&A) The deals market in Africa will be corruption and generally poor slower this year than in 2017, but across financial services in Africa business climates across the and the Middle East will drop by the region's financial services region,” said Wildu du Plessis, head sector is on the rise and looking to over USD 20 billion in 2018, of the firm's financial industry invest in technology, according to a according to a report by internagroup. “The willingness and ability tional law firm Baker McKenzie, new report. with input from Oxford Economics. of governments to reform their

A commercial law firm, Banwo & Ighodalo, has admitted Ms. Seyi Bella as its partner.

The firm said in a statement that her entry would strengthen its service and it brings the number of partners to 12.

Bella has previously served the firm as a law student in 2004. She formally joined the company as a junior associate in 2006.

Bella has extensive experience in project finance, corporate finance as well as merger and acquisition.

She obtained bachelor degree in Law (LLB) from the University of Lagos (2005) and a master degree in Law (LLM) from the Harvard Law School (2008).

WOMEN TAKE CHARGE AT NORTON ROSE FULBRIGHT Elsewhere, there were management changes as NRF announced senior appointments in South Africa. Sbu Gule, an employment lawyer has been appointed as the new chief executive officer of its South African offices, with Marelise van der Westhuizen serving as executive chairman, effective 1 April.

Gule, the current president of the continued in pg 29

29

EsQ Legal Practice

Legal report AFRICAN M&A DOWN, BUT PLENTY OF OPPORTUNITIES REMAIN

LINKLATERS, DECHERT LINE UP ON USD 4 BILLION AFRICAN BOND ISSUE

legislation so that it is more investor- “The growing need for technology friendly, and to deal with bloated fiscal innovation in the financial sector in Africa has seen domestic banks make balances, is key to future growth.” significant investments in technology Financial services growth is dependent companies.” on investment in technology and With M&A value worldwide innovation. The continent's lack of anticipated to rise to USD 616 billion traditional communication and banking infrastructure has made it the this year, a 25% increase on 2017, driven by low interest rates, front line for the development of financial technology (fintech), more so technological developments and regulatory pressure, there should be a than other regions, and financial institutions need to find ways to stay positive environment in which investors and deal-makers can up to date. operate.

Jeremy Pitts, global chair of Baker As Africa's middle class grows, there is McKenzie's financial institutions group, highlighted this need, saying: an increasing market for financial services growth and pushing “Legacy IT systems constrain the ability of incumbent banks to innovate investment by financial services in the as these system are incompatible with technology sector. the demands of artificial intelligence “This increasing demand will most and big data. New entrants have a likely lead to solid growth in the sector serious advantage, so alliances between incumbent banks and fintech beyond the next few years,” du Plessis start-ups are often the best solution.” adds.

However, these developments are not necessarily bringing the benefits that they should to Africa itself. “The opportunities presented by the rapidly developing financial services sector are mostly driving outbound, and not inbound, investment,” said du Plessis.

WOMEN TAKE CHARGE AT NORTON ROSE FULBRIGHT Law Society of the Northern Provinces, joined NRF in 2000 and had been serving as chairman since 2012, while the previous chief executive officer, Donald Dinnie, a litigator by practice and a member of the firm's global executive, stood down from that role in succession to Gule.

Van der Westhuizen, like Dinnie, is a director in the commercial litigation team and the head of the risk advisory practice in South Africa. She will be the third female chair 30

EsQ Legal Practice

Last November, the firm issued a Global Transactions Forecast for dealmaking across all sectors in South Africa and Nigeria, which anticipated an improved 2018 for both of those countries.

International law firms have lined up to assist in the largest ever public bond issuance out of Egypt and Africa, in what is expected to be a busy year for bond financing, although for some sovereigns, financing stress is on the horizon.

International law firms Linklaters billion of bonds in November 2016 and Dechert, recently advised on a and the later devaluation of the USD 4 billion multi-tranche Egyptian currency and a USD 12 sovereign bond issue issued by the billion loan from the International Egyptian state. The bonds were Monetary Fund (IMF) in November issued at three maturities with a 2017. five-year and 10-year tranche raising USD 1.25 billion each and a In a sign of confidence in the London Stock Exchange, which has 30-year tranche raising USD 1.5 lobbied hard for African listings of billion. late, the bonds were also solely listed on that exchange, taking the The first tranche offered yields of total number of African sovereign 6.125% on notes due 2022, the second, a yield of 7.50% on notes bonds listed in London to 19, including those by Gabon, Ghana, due 2027 and the last, 8.50% on Nigeria and Zambia. The transacnotes due 2047 issued under tion is the largest ever public bond Egypt's USD 10 billion Global issuance out of Egypt and Africa, as Medium Term Note (GMTN) well as the first triple-tranche bond Programme, with demand from the African continent. favouring the new five-year note.

The Financial Times reported that the placing attracted orders of roughly USD 13.5 billion, underlining the appetite for high-yielding emerging market debt. Market sentiment in the financial press reported the yields as attractive, with the FT noting that existing 30year Egyptian US dollar notes that mature in 2040 – the closest comparable to the new 30-year bonds – traded with a yield of 7.86%.

continued in pg 30

appointed at NRF this year, following the appointment of litigator Tricia Hobson as global chair, as well as Australian chair, in December last year, while Islamic finance partner Farmida Bi, will become chair of the Europe, Middle East and Asia in May this year.

Peter Martyr, global chief executive, said that both women would provide “experienced leadership will ensure continuity in delivering a professional and seamless service to our clients”

O'Callaghan said in a statement: “This successful trade not only signals a vote of confidence in the Egyptian sovereign as a regular borrower in the international markets, but also shows that investors' search for yield is pushing them to expand their appetite for risk.”

Similar sentiments were echoed by Dechert, a long-time adviser to Egypt, which previously also advised the Republic on the establishment of its GMTN Egypt was advised by a LondonProgramme and the issuance of based team from Dechert USD 1.5 billion of notes thereunder consisting of Camille Abousleiman,Patrick Lyons, Jennifer in June 2015, which marked the country's return to the internaBuckett and Claire Donnelly; tional debt capital markets after a Linklaters advised Citigroup, First nearly five-year absence.

Abu Dhabi Bank, HSBC Bank, JPMorgan and Morgan Stanley as “Egypt is undertaking an extensive the joint lead managers on the and ambitious economic reform deal. The team was led by capital programme, which has received the markets partners Richard active support of the IMF and O'Callaghan and Cecil Quillen. international investors, as This transaction follows the private demonstrated by the success of the placement by the Republic to the recent transactions,” said Central Bank of Egypt of USD 4 Abousleiman, in a statement.

20 18 SECURITIES LENDING

Who Should Attend?

In-house lawyers in banks, and financial institutions, Bankers concerned with the negotiation of loans, Bank executives involved in the documentation of loans, Lawyers in private practice who advise clients on loan agreements, Corporate counsel, Credit control officers, Fund Managers, Investment Analysts, etc. th

th

4 & 5 October, 2018 NECA HOUSE A2 Hakeem Balogun Street Ikeja, Lagos.

09:30 -17:00 daily FEE: N150,000

EsQ The

INTERNATIONAL LEGAL & BUSINESS SCHOOL

Programme includes: Informative lectures on Arbitration Real estate Drafting international contracts International litigation and dispute resolution ADR Project finance Capital markets Legal agreements in derivates Private equity All provided by world leading experts.

Professional networking visits to local and International companies, institutions and law firms to expand your business.

Fantastic excursions to cultural attractions and one-of-a kind landmarks.

A unique opportunity to immerse in the world of business and learning.

Dubai

2018 Join business Leaders, Lawyers, CEOs, & other interesting professionals for a lifetime experience at ESQ international legal and business school.

DATE

Aug 2nd–Aug 11th

Partners

DMCC, MASDAR CITY, JUMEIRAH, AUD, ETA STAR, The Emirate Academy of Hospitality Management Registration & Fees Organized by

EsQ Seminars Logistics Partner:

Emirate Holiday

For further enquires kindly contact Tayo +234 813 267 6084 t.samuel@esq-law.com

Bimbo +234 811 019 4344 a.bajomo@esq-law.com

Kehinde +234 816 867 8112 k.fashola@esq-law.com

Lere +234 803 526 9055 lere.fashola@esq-law.com

THE DATA DRIVEN LAWYER AND THE FUTURE

OF LEGAL TECHNOLOGY

Jeff Pfeifer

One of the most fundamental challenges that law firms, legal department and individual lawyers face today is inextricably tied to data. Data volumes continue to grow at exponential rates and “big data” is an issue across just about every legal function. This true whether you are talking about conducting a research or solving a problem, sketching out a legal strategy , assessing the merits of a case, or performing a multitude of task that a lawyer now confronts.

A

dditionally, client expectations have changed and there are relentless demands to be more efficient and deliver more cost-effective services.

Whether you are a lawyer, legal librarian, or paralegal, your work involves finding and synthesizing relevant information more quickly, even as the body of information we're sifting through continues to grow.

This is a problem that must be addressed because the pressure from clients is not easing up.

So how is the industry today preparing to accommodate the data-driven lawyer of tomorrow?

Fortunately, there are already effective solutions in the marketplace today that target many—though certainly not all—of these data-related challenges. Technologyfocused companies have been active in the legal research area for almost half a century

Providing Better, Cleaner, and Richer Data Technology companies in the legal research space add millions of documents to their repositories every day. Such quantities require purposebuilt platforms that are able to process massive data volumes

34

EsQ Legal Practice

now, and they have learned a lot about how to manage big sets of data. These providers are also investing heavily in the promise of language-based technologies that can scan, interpret, and synthesize the written document. These solutions are empowering the “data-driven lawyer,” for whom the big data phenomenon represents an opportunity, rather than an intractable problem.

at very high speed.

Additionally, these massive data volumes must be enriched so that additional insights can be extracted. With the help of advanced data parsing technology and document meta-data enrichment, raw data is cleaned, enhanced, refined, and structured so it is more readily searchable and can be mined for specific insights that are directly relevant to today's legal questions.

conference today and not encounter multiple discussions about artificial intelligence (AI). We've been told—and many in the profession have begun to assume—that AI is the future of law. While still in its infancy, artificial intelligencepowered tools are at a point where new insights are now possible.

Most of what's happening in the legal space related to AI is connected to machine Why start by commenting on learning. There is plenty of data? Because clean, enhanced confusion about these terms in data underpins successful the media, but for our implementation of virtually purposes it's probably best every application of advanced think of AI as a broad technology in the legal technology category whereby industry. machines carry out the kinds of “smart” tasks we associate Moving Beyond Futuristic AI with human decision making.

Hype: Machine Learning and Machine learning is a subset of Its Power Today AI—a powerful application of It's almost impossible to AI technology in which we attend a legal technology expose machines to lots of

ESQ

LEGAL TECH

data and provide them with ways to learn on their own and become incrementally “smarter” over time.

Current discussions of AI in the legal context tend to be hyperbolic and focus on concepts like “robot lawyers.”

This is unfortunate for at least a couple of reasons. First, it generates fear among highly skilled professionals that they may soon be at risk of being replaced by machines. While machines may indeed one day perform some of the tedious, repetitive tasks that preparing thoroughly for legal matters can entail, we are a long way away—if ever—from replacing the extraordinary levels of nuanced judgement and expertise demonstrated daily by experienced legal counsel.

era of 'augmented intelligence' for lawyers. Lawyers are still making key legal judgments but now have powerful tools to draw new legal insights.

There's another reason that the hype around AI does a real disservice to legal technology discussion: it overshadows truly meaningful work in the area of machine learning.

Solutions today are already improving the interaction between humans and computers, rapidly evolving a lawyer's ability to answer questions and draw important legal insights from ever-

growing data data, lawyers can draw collections. conclusions about opposing counsel, judges, litigation AI technology is parties, and contract drafts in making it possible order to reveal insights that for legal professionals were not previously knowable. to interact in a more natural, conversational way Legal analytics is also being with computer systems. The used to help firms improve the language of law—which is ways they approach the very specialized and highly business of law. It does so by context sensitive—is being providing factual data from mapped into computer millions of litigation records systems so that the mountains about the behavior and of legal data that we now have performance of law firms and access to can be mined more individual lawyers—including effectively. The promise: we data points like win rates, will get better results more cases with resolutions, time to quickly and efficiently, and at injunction, etc., in specific a lower cost. areas of law. Analytics can also be used to track broad industry trends relevant to Knowing the Once Unknowable: The Power of activities like strategic Legal Analytics planning, business An equally promising development, and marketing. technology whose potential can be overlooked amid all the Advancing Better Legal AI hype is data analytics. Data Insights Through Technology: analytics is offering real utility The Future Is Bright and value to legal practitioners Tomorrow's data-driven right now. Legal analytics lawyer will have the power better decision-making opportunity to benefit from all in a number of legal practice of these technologies. areas such as patent and Conversely, the lawyer trademark law, copyright, without access to these securities, antitrust, and commercial litigation. technologies will be at a significant competitive Data analytics powers new disadvantage. legal insights by mining massive data sets: docket data, legislation, case opinions and client contracts to name a few.

By processing this enriched

About

Jeff Pfeifer

Jeff Pfeifer is vice president of Product Management for I prefer to describe the use of LexisNexis. Over a 28-year career artificial intelligence in legal technology, he has worked technology as powering a new to introduce a series of cutting-

edge solutions for lawyers and other legal professionals. He is responsible for the product development strategy for LexisNexis in North America and

is leveraging artificial intelligence to deliver better outcomes for his customers. Follow him on Twitter @JeffPfeifer.

35

EsQ Legal Practice

Ronald Wolf

While it's unlikely that we'll ever live to see a doomsday scenario like with Skynet in Terminator or Deus Ex Machina from Matrix, the fact is that AI is going to change our everyday lives—and very fast. Some predictions say that 30% of jobs that exist today won't be requiring human help by 2030, while others say that there will be other jobs for humans to perform. Most administrative jobs simply won't require human interference, as computers can do a better and a faster job at a cheaper price.

I

n this article, we'll cover some predictions that lawyers will be completely replaced by AI—and why we think that they won't.

will be moved to more strategic tasks, ones that require emotional intelligence and advanced problemsolving skills—ones that no machine (in their current state) Machines Will Partially Affect can ever perform. In law, there are many gray areas that Lawyers require interpretation. Any AI There's no denying that some would struggle with these elements of lawyering are gray areas as there's no going to be heavily affected by definitive answer to what's the development of AI. Just right or wrong. take a look at the software developed by JP Morgan that Robots Will Help Lawyers, can save humans months of Much Like Autopilot Helps hard work. With technology Pilots advancing like this, lawyers During the 1940s many pilots 36

EsQ Legal Practice

were afraid that they'd lose their jobs due to the rise of autopilot technology. That didn't happen though, as even 80 years later we still have pilots operating the airplanes even while autopilot helps them immensely. This is how it's probably going to be with lawyers as well, as most tasks that can be automated will be, while anything requiring advanced decision-making and responsibility will still require a human lawyer.

Technology can help with the tasks no one enjoys doing, while humans will be left with

ESQ

LEGAL TECH

all the good elements of a job. emotional intelligence and they are more likely to do a poor job when it comes to Lawyers Hate the Drudge assessing people. From Work statistical analysis to legal The truth is, no one goes to research, machines can do a lot law school to spend years and of good work for the lawyers, years reviewing NDA's and but when it comes to actual similar tasks. Lawyers are counseling and courtroom, smart people, they enjoy the there's no replacing a human real work—work that puts lawyer. their brains to the test. The more the machines can help We're Likely to Have More with the drudge work, the Lawyers in the Future better it will be for the Contrary to popular belief, it's lawyers; they'll get home likely that more people will earlier and get to enjoy the get a job related to the law work that they do the next day. No one enjoys having to than ever before. The rapid development of technology deal with loads and loads of paperwork, and that's an area started well over two decades ago, and during that time that can be automated and sped up by the robot lawyers. more jobs were created than ever before. The reason for this is that technology itself is Lawyers Are Smarter Than creating a lot of jobs, but we've Most People Know also created new branches of Lawyers have one of the highest average IQ's of all job categories. They're a smart About bunch and they need the intellect in order to be able to Ronald Wolf read people well. While machines are extremely Ronald is a law and business dependable when it comes to postgraduate who works as a administrative tasks, they can't business consultant for a couple perform any tasks that require

law that require new people to be employed. From family law specialists to cyberlawyers, it's likely that we'll see a worldwide increase in lawyers in the years to come.

Robots Can't Think Like a Lawyer One of the most important things a lawyer is taught in law school is to think like a lawyer. While machines can know everything there is to know about the law and access it within a second, they can never be trusted with the highlevel tasks. This isn't only because they are unfit, but also because people just won't trust them enough to put their lives in their hands. Not to mention some high profile clients who want to have the best possible defense they can get. If they

get a robot, that's a lawyer anyone can hire.

Bottom Line While it's true that many professions will change in the next ten years or so, it's more than likely that there will be enough work for most people.

With the rise of AI, humans will be left with more time to do more creative tasks, ones that require emotional involvement and advanced decision-making. This is also true for lawyers, who are going to feel the change that comes with the technology advancement. But we believe it's going to be a good change—one that leaves lawyers with more time to do the tasks they actually enjoy.

of small local businesses. Also, he reading a good book or just being is a freelance writer. In his free outdoors with his dog time, he enjoys playing pool, 37

EsQ Legal Practice

BOWING OUT WITH OVATION ALHAJI TIJJANI BORODO

After years of meritorious service to First Bank Group in Nigeria, Alhaji Tijjani Borodo bows out as the company secretary of First Bank Holdings. in this edition, Alhaji Borodo shares insight with our lere fashola on his Experience while also providing practical guidance on successful management of his office.

Having served the board, shareholders and the management of the FBN Holdings PLC for about three decades, can you give us an insight on how the experience has been?

It's been an interesting journey. I started my career with the Kano State government and rose to the position of the Director of Public Prosecutions at the Ministry of Justice. Then in October 1988, I moved to First Bank from Kano State as the Regional Legal Manager. I was in Kano 38

EsQ Legal Practice

for a couple of years before I moved to Lagos as the Assistant Company Secretary, so that's where my company secretariat career really started. First Bank then was a public company where it had all the shareholders and all the subsidiaries. So, I started there as the company secretary till it got to a situation where in late 2010, the directing minds of First Bank Group decided that we cannot continue to run all the businesses that we had under First Bank and will

rather run a holding company model. I was the Company Secretary of First Bank, so I midwifed the creation of the Holding Company. I was thinking that when we finished with the creation of the Holding Company, I would move out to do other things not knowing that by providence I was going to continue to be the Company Secretary of FBN Holdings Plc.

FBN Holdings Plc was the public facing entity for the First Bank Group, and where the shareholders were – institutional and retail.

Arguably, as the Company Secretary, one of the key responsibilities is managing shareholders. And so, if the shareholders I have been managing in First Bank have migrated to another vehicle (FBN Holdings), it didn't make much sense for me to stay back in First Bank knowing that there was no

ESQ

CORPORATE LAWYER

role for me to play there. And because one of my critical responsibilities is to manage those shareholders and if they have moved to another vehicle it would be difficult for me to stay there at First Bank. So, you can just see where the transition came – how I joined the First Bank Group; the Company Secretary in First Bank, and then, when we had the Holding Company where we are now.

What would you say are the highlights of your career experience?

You know one of the most critical things that I always wake up with in the mornings –is the passion for my work; and not only do I have passion I also have a sense of satisfaction. I will say what kept me going were the three pills'passion', 'dedication' and 'satisfaction'.

In First Bank and up till now I've worked with 10 different Managing Directors. And I've worked with six or seven Chairmen. Why I said six or seven is that our Group Chairman, Dr. Oba Otudeko, CFR was the chairman of the bank and I worked with him then. He was the sixth chairman of the bank I had worked with. When we moved to FBN Holdings, he wore a new cap – the Group Chairman of FBN Holdings Plc. So effectively I will say I have worked with seven chairmen because this is a new 39

EsQ Legal Practice

company. So, I've worked with 10 MDs, maybe up to 80 directors, you know members of the board come and go. It has been an interesting experience.

In your experience, what would you say are some important attributes a company secretary should have?

A good Company Secretary should have quite many skills to function effectively. Some of these include the following: Governance expertise: Company Secretaries should be the corporate governance professional in their organisation – they should be the 'go to' person for governance issues. To be this they should have undertaken at least some initial formal training in governance and company secretarial practice. They then need to ensure a current knowledge of both current developments affecting governance and also best practice in corporate governance – continuing professional development is key.

Organisational knowledge.

The Company Secretary must understand the business and the context of their organisation. They must be able to translate governance theory into appropriate frameworks, policies and processes for their organisation. They must be able to develop and implement these in a way that their organisation can readily understand and comply with.

Planning skills.

A good company secretary is usually a very organised person. This is essential given that board and committee meeting cycles are scheduledriven and that external and internal compliance obligations must be met on time.

An eye for detail.

A 'command of the detail' is required. A Company Secretary must ensure that the work of the board in particular as well as the larger organisa40

EsQ Legal Practice

Secretarial services is a professional calling, and as such, whether you are a lawyer, accountant or certified secretary, you need the professional training and skills to be an effective company secretary irrespective of your background. · Hard work and tion is well planned and professionalism per executed and that compliance excellence. with relevant requirements, policies and procedures is · Managing Stakeholders. facilitated. On the other hand, Being a good company he/she must also understand secretary is all about the strategic goals and plans of managing 'people', 'people', the organisation. people'- the Board/ Shareholders, external regulators, customers, Effective communication. government, public etc.

Company Secretaries work with senior people – board members or directors, CEOs, As you can see, it is a laundry senior executives and often list and it is a role that is very many senior external staketasking, however the critical holders (including regulators, success factors are hard work investors and funders). They and integrity. must possess discretion, diplomacy, tact, emotional There has been this argument intelligence and good that lawyers are better as negotiation skills. They must company secretaries, do you able to listen to well and subscribe to this? effectively communicate both Whilst the law permits orally and in written form. lawyers and accountants to function as company secretaries, it is considered Integrity and independence.

As the 'keeper of the organisa- opinion that a lawyer is better tion's conscience, a Company suited for the role as he is equipped with a good Secretary must possess outstanding integrity, and be understanding and interpretation of extant laws able to provide impartial, guiding the business of the frank and fearless guidance company. However, secretarial and advice. He/she must services is a professional possess the courage to raise calling, and as such, whether issues and concerns and be you are a lawyer, Accountant accountable and transparent or certified secretary, you need for his/her actions and the professional training and decisions. skills to be an effective company secretary Solid judgment. irrespective of your The ability to assess and make background. sound judgements, often in circumstances involving What were your greatest conflicting issues and ends, is challenges on the job? a key requirement for a Managing shareholders. With Company Secretary. This is especially so given the senior over 1. 3 million institutional, people a Company Secretary foreign/local and retail shareholders of the FBN must deal with.

Holdings group, it was quite challenging but it was also one · Sensitivity and intuition of the most interesting aspects toward CEO and director's of the job. thoughts and feelings · Ability to read signals and What are your plans post provide early warnings to retirement?

Management I'm going to go back into the · Transparency private legal practice. · Disclosure · Accountability

I've gathered a lot of experiences in corporate secretarial services. I intend doing a bit of talking; business schools; corporate governance and ethics; and share my experience as part of the legal practice I'm going to do. Also, the legal practice I'm going to do will be a specialized legal practice – company secretarial practice because I've done so much on that; and it's something I think will keep me going and I'm interested in that.

What advise will you give young lawyers hoping to follow your step in Company Secretarial Practice?

The critical skill a young lawyer needs is diligence and maintaining trust.

Diligence to execute jobs and instructions given by senior colleagues, diligence to learn more about the company secretarial role and keeping the trust given to them. It's an employer's trust that has given you a job; ensure you execute your job diligently and with integrity. Whatever anybody entrusts to you is a trust, keep it. Also, hard work, faithfulness in the Almighty God; and create time for family life and other societal callings.

Where is compliance heading in the Nigerian financial sector?

Nigeria's financial services industry is continuously evolving in response to various regulatory requirements. With increasing regulations comes increasing expectations for Boards to comply. Being the officer to act as the Board's eye in enforcing compliance, a company secretary will do well to keep an eye out for new regulations to ensure the Board is kept abreast of the development. I also see regulations being

41

EsQ Legal Practice

Historically, lawyers in various capacities and the legal profession in general have played pivotal roles in crucial phases of our national development we played key roles in the anti-colonial struggles, in the struggles against military dictatorship. struggles, in the struggles against military dictatorship.

The question we must ask ourselves now is: what is the challenge of modern day Nigeria? How can we assist as lawyers in meeting this What is your take on legal profession in Nigeria and the challenge? I think in a nutshell that the legal profession must impact on the country?

Our country is today at cross retool itself and re-establish its core values whilst at the same roads! With deepening time realigning itself with new economic crises fuelled by global trends, equipping unprecedented corruption, members with new widening inequalities, knowledge and new skills increasing inter-communal conflicts, threats of secession, needed to operate in an insurgency and other forms of increasingly integrated yet competitive world. criminality, we are facing modelled like the regulatory environment of developed economies and the skills to ensure compliance becoming more complex.

the regulators, customers, society etc. I will say communication has been the main ingredient for achieving this. I try as much as possible to see that all stakeholders are carried along in whatever steps the Board intends to take. As stakeholders in the business, it is important to ensure that updates on the activities of the company are given to you and there is no sidelining of any interests in the business.

Being a person with a very busy and tasking schedule, how do you manage your daunting challenges. These challenges belie our potential You were actively involved in home?

Well, to be honest with you, I as a country richly endowed the planning of the 2017 with human and natural Annual General Conference of should have created more time for them but my resources. the Nigerian Bar Association consolation is I have this which was adjudged to be wonderful wife who was world class.

Can you give us Not long ago, we heard the everything to all of us. At an insight to what made the President of Rwanda, HE Paul times, I would come back Kagame, speaking through the conference hugely successful? from work, and I would find I will ascribe the success Minister of Justice, Mr. them in the garden playing Busingye Johnston how he has majorly to hard work and football with the kids. She teamwork. Members of the led his country out of the had her own career, and yet Technical Committee on depth of human tragedy to had adequate time for the now emerge as one of Africa's Conference Planning (TCCP) family. worked tirelessly to ensure the model countries in reforms success of the event. There and transformation that is were a lot of issues to be dealt But the most critical thing is ushering in a new era of prosperity and national pride with but which the organizing that just as I got from my late for all Rwandans. Rwanda is a team courageously dealt with. father, I kept on telling them The organizing committee was that there are certain three small country of about 11.8 things that they should hold. million people. Put in context, also able to dream big and think futuristically in the One, whatever you do you Nigeria has a population of must do it well. You should nearly 200 Million. Perhaps no conceptualizing for the conference. When I speak not be found wanting whether other profession has the about hard work, I refer to the in school or wherever you are potential to really impact on enormous commitments- time working. And then, two, there national development and and resources the members must be integrity. Under no transformation as the Legal put into organizing the circumstance should you be Profession. Our skills in a conference. One must also not found wanting in integrity. variety of fields of legal knowledge place us uniquely forget to mention the financial And the third bit of it, of course, is the grace of able to understand and impact support of the various Almighty God, the religious positively in various spheres sponsors. All these played of national development and different roles for the success upbringing. These critical things I learnt them from my guarantee the security of our of the Conference. late father when I was small. citizens and the prosperity of And any day, anytime, our country.

How have you maintained a anywhere I have opportunity balance in the relationship I talk to people I tell them that between the Board, the Historically, lawyers in shareholders and other stake these are the kind of things various capacities and the holders? that I've seen carry me legal profession in general through – the grace of the To be clear, your main have played pivotal roles in stakeholder base includes the Almighty, the faith in the crucial phases of our national Board, shareholders and other Almighty God, and then, development. We played key commitment, dedication in stakeholders which include roles in the anti-colonial whatever you're doing; and, 42

EsQ Legal Practice

integrity.

These are the bits I had been telling the children till they got to the big boys they are now and I'll always suggest that to anybody.

What will you say is the most enjoyable aspects of your career?

Being able to manage shareholders and directors and ensuring that no stakeholder is marginalized in the operations of the company is enjoyable. Most enjoyable however is the knowledge that I was able to add value to the FirstBank Group in my little way.

What would you miss most in First Bank?

I think part of the things I would say I'm going to miss is the family that First Bank is.

But I'm still part of the family.

I've seen people who have left the last fifteen years and they are still part of the family.

You can imagine working for 20 years. Every day you are going to work you pick your back and go to that place unless you have travels.

Spending over two decades in this place is something I'm going to miss but I'm ready to move on. On what I would have done differently, maybe I should have done a little more listening but as I matured more and more I became more and more of a listener, and I think it's something that comes with age. There are people who by nature are listeners but by my nature I'm just the talking type, the outgoing type. I believe that as I became more mature I listened more and more. I wished I listened much more.

When you look back in 5 to 10 years time, where will you expect first bank to be?

The first few years of FBN Holdings Plc was spent putting in place policies and structures that will ensure the sustainability of the business and ensure we imbibe the best

tenets of good corporate governance practices. Now, we are gliding on these principles and we are beginning to see the fruits of these efforts.

Already we have been admitted to the premium Board of the Nigerian Stock

Exchange. Our subsidiaries have also imbibed the culture of observing best governance practices in their operations and soon, I expect the FBN Holdings Group to consolidate on its leadership role in the industry.

43

EsQ Legal Practice

documentation negotiation of

Power contracts The Nigerian Electricity Supply Industry Basics Key Issues In Power Sector Documentation, Drafting & Review, Power Project Financing: -

Considerations, Documentation, Drafting & Negotiations Managing Contractual Disputes In Power TransactIons

July 10th - 13th, 2018 August 20th - 21st, 2018 9:30 AM NECA HOUSE A2 Hakeem Balogun Street Agidingbi - Ikeja, Lagos.

For enquiries & registration call: +234 811 019 4344 +234 803 526 9055

ESQ

LEGAL PRACTICE

PROFESSIONAL ETHICS, ISSUES & SANCTIONS: It is no secret that today's legal practice is full of tales of misconduct and ethical violations with lawyers paying little or no attention to the Rules of Professional Conduct and other regulations set up to govern the legal practice in Nigeria. Unnecessary adjournments aimed at delaying cases, frivolous and annoying applications, cases of bribery and misconduct amongst judges and trial publicity have all become the order of the day.

O

ne of the major issues today is that there is a lack of consensus of values in the legal profession, lawyers do not totally agree on the ethical problems facing the profession and the solutions to such problems. An example is the controversial Stamp and Seal requirement and how there seems to be two conflicting Supreme Court positions on the issue. Earlier in the case of Mega Progressive People's Party V. INEC & Ors, the Court had stated: “that the issue of BAR stamp raised by Mr. Ayeni is in a circular which has been issued by the Honorable Chief Justice of Nigeria to all Heads of Courts for the betterment of the Legal Practice in Nigeria.”

The circular has not metamorphosed into a Practice Direction.

It cannot be said to be a compulsory requirement for filing processes in a Court of Law. Section 10 of the Legal Practitioners Rules of Professional Conduct relied upon by Mr. Ayeni is directory and NOT mandatory in nature. Failure to affix the Nigerian Bar Association stamp cannot, in my view, invalidate processes filed in a Court of Law” and in the same month, laid down a new precedent in the case of APC V. General Bello Sarkin Yaki that failure to affix NBA seal and stamp on a Court process renders such legal document incompetent.

In recent times, we have witnessed many cases of misconduct from lawyers, including senior lawyers and senior advocates. To what extent does a lawyer pursue the interest of his client as against the need to promote

the course of justice? Is there a point where a lawyer should ignore his client's wishes and disregard the ethos of diligence to a client's cause in other to promote a more lofty cause as an officer of the court? Which is paramount, a lawyer's duty as an officer of the court or his duty to his client who has retained his services?

The Rules of Professional Conduct 2007 contains provisions which deal with many of these ethical issues.

For instance, Rule 30 speaks of the lawyer's duty as an officer of the court and prohibits him from conducting himself in any manner that may obstruct, delay, or adversely affect the administration of justice. The now very recurrent practice of lawyers commenting on live matters before the courts have also been dealt with in Rule 33. The lawyer's duty to

pursue a client's case with dedication and devotion has been covered in Rule 14 while Rule 15 limits that duty. Rule 15 also requires a lawyer to represent his client within the bounds of the law and to withdraw from any employment that would require him to compromise his ethics and standards.

The enforcement of these Rules should be intensified, lawyers at large must take up the responsibility of sanitizing the profession, The Senior Advocates and senior lawyers, first with their conduct as role models and then mentoring younger lawyers. Where necessary, senior lawyers must not shy away from invoking disciplinary procedures through relevant institutions against erring lawyers.

45

EsQ Legal Practice

SOCIAL MEDIA AND ETHICAL ISSUES ARISING THEREFROM: A LEGAL PERSPECTIVE Thelma Onwuzuruigbo

Social media has evolved in the last decade from the traditional means of communication using Television, radio because of the rapid development of technology to the use of electronic communication through which users can create an online community to share information, ideas, personal messages , share contents like video, images, files, music and documents etc. It has become an advance means of communication that gives users access to platforms that correspond with their eclectic interests and can be shared across millions of users across the globe.

T

he use of social media has become widespread in the twentieth century by most business owners and even law firms and other organisations as a means of promoting product, brand and services while Government agencies use it amongst other things as a means of sensitizing the public domain. With the advent of globalization, different social

46

EsQ Legal Practice

media platforms that serve the same but have slightly different purpose and needs of people have emerged. This changing face of the media can be attributed to the effect of globalization that has brought about the removal of interborder boundaries and expanded the limit of the constitutional rights of freedom of speech and expression.The removal of these boundaries has

engendered abuse of the benefits of the social media and has opened the door for the abuse of the privacy of individuals and the need for a legal frame work that would govern the activities of individuals on these platforms.

The need to come up with veritable regimes required to checkmate illegal activities, especially those that pose

danger to national security is underscored by the several issues that cropped up in the United States of American polls. The Report that was as a result of the investigations carried out by the US special counsel Robert Mueller reveals activities that date back to 2014 and extends to the election itself by the parties involved using a large sophisticated operation directed and funded directly

ESQ

LEGAL MARKETING

will spark heated debate as to the limitation of right to privacy and freedom of speech and information, but owing to the precedence of national security it is pertinent to come up with policies aimed at monitoring activities on social media.

from Russia which employed social media platforms like facebook, Twitter, Instagram and other platform to swing the United State 2016 Presidential Election in favour of Donald Trump. Their activities involved spreading fake news and the careful curation of online identities that purported to be politically active Americans, writing social media posts on divisive political issues, focusing on creating political intensity through supporting radical groups and also creating pages on instagram, Facebook and other platforms to spread content around issues like immigration and religion.

According to “Journal of International Law and Strategic Studies”, freedom of the social media can be attributed to the countries that have the least government control over the industry. A heavily regulated social media or internet cannot be said to be free. Are there laws heavily regulating what is said via the social media? Are there any government policies against speaking one's mind on the social media? Have citizens suffered any sanctions, arrest or punishment because of what they have said on the social media? What is the The need to regulate activities population of the citizens that on social media also stems have access to the social media from the ugly tides of the without overwhelming increasing spate of terrorism government restriction or around the globe. It was control? It should be noted widely reported that ISIL used that the freedom of the social social media to media may be intertwined radicalizeindividuals with the freedom of the press. particularly in France and in the United Kingdom. This Some countries have censored situation influenced so many or restricted access to social individuals to leave these media. Among the ten most countries to identify with the censored countries in the terrorists cell. These global world are Eritrea; North situations call for a prompt Korea; Saudi Arabia; Ethiopia; action on the part of various Azerbaijan; Vietnam; Iran; stakeholders to see to that China; Myanmar; Cuba. In effective legal frameworks are North Korea, all websites are put in place to track activities under government control and on social media. It is without only about 4% of the doubt that a policy of this sort population have internet access. In Myanmar,

authorities filter e-mails and block groups that expose human rights violations or disagree with the government.

In Cuba, internet is available only at government controlled areas “access points”. Activity online is monitored through IP blocking, keyword filtering and browsing history checking and only pro-government users may upload content In Saudi Arabia, 400,000 sites were blocked including any that discusses political, social or religious topics incompatible with the Islamic beliefs of the monarchy. In Syria, bloggers who 'jeopardize national unity' are arrested; cybercafés ask customers for identification and record time of use and report the information to authorities. In Tunisia, internet service providers must report to the government the IP addresses and personal information of all bloggers. All traffic goes through a central network and the government filters all content uploaded and monitors e-mails.

It is important to understand that the Nigerian legal system has no particular laws regulating the conduct of social media users. Social media technologies take on many different forms including blogs, business networks, enterprise social networks, forums, microblogs, photo sharing, products/services review, social book marking, social gaming, social networks, video sharing, and virtual worlds. Some social media 47

EsQ Legal Practice

social media post any sites present in Nigeria abusive statement knowing include Facebook, Twitter, same to be false with intent Snapchat, Instagram, to set the public against any Whatsapp, Badoo, Youtube, person and/or group of Linkedin etc. Some other persons, an institution of interesting social media Government or such other presence, that are of major bodies established by law, interest to Nigerians largely shall be guilty of an offence due to the fact that they are and upon conviction shall be home-grown includes liable to an imprisonment for bloggers like Linda Ikeji, 2 years or a fine of N Omojuwa, Naij.com; 2,000,000.00 or to both such entertainment and news fine and imprisonment”. media sites include tooexclusive, channelstvonline, aitonline, The explanatory ntanewsonline; online memorandum to this Bill also shopping sites such as Konga, states as follows: Jumia, Ali express and magazines such as ESQ legal “This Bill seeks to prohibit Magazine,The Lawyers frivolous petitions intended Chronicle, Ovation and a host to report the conduct of any of other Nigerian-built social person of an investigation, media presence. inquiry or inquest without a duly sworn affidavit”.

There is also no government policy or regulations shutting This Bill became one of the down any websites; in fact all most controversial topics in videos as published by the the year 2015, particularly insurgents, Boko Haram go because this is the first time viral on social media and most that the social media and its Nigerians view and download mediums are conspicuously such videos from the internet. contained in a Bill. The Most anti-government protests opposition to the proposed Bill and activities of groups such and the outcry by the general as Indigenous People of Biafra public and civil society (IPOB) and the Niger Delta organizations led to the Bill Avengers (NDA) are active via being jettisoned. The social media. It is however statement by President interesting to note that Muhammadu Buhari that he although an attempt was was not going to assent to any made by the 8th Senate to pass such Bill calmed the storms. It the “Social Media Bill” which is however the first in a series is a Bill restricting the ability of attempts to block the of social media users to freedom of expression on the interact freely, the act of the social media. Whether or not presidency distanced itself in the nearest future such a from any such laws further Bill is sent to the National safeguarded the freedom Assembly again will be a true enjoyed by Nigerians on the test of our democracy and the social media. Section 4 of the freedom of expression. said Bill states that: Interestingly, the House of Representatives on “Where any person through Wednesday 22 June, 2016, text message, tweets, passed for first reading, a Bill whatsApp or through any for an Act to provide for the 48

EsQ Legal Practice

for an opportunity for case laws to evolve or be the forerunner that would bring out a change in this terrain. If the victim of the action of the Nasarawa state Government decides to go to court to enforce his fundamental right on the use of the social media, the outcome of the judgment of the court will become a precedent to know if there is freedom of expression on the social media or otherwise. The Fundamental Rights Enforcement Procedure Rules, 2009 is also a law that will further secure the rights of the users of the social media as an off shoot of their freedom of expression. The 1999 Constitution of the Federal Republic of Nigeria has also sealed and guaranteed the permanence of fundamental In a recent development, a rights and by extension staff of Nasarawa State directly the freedom of Ministry of Justice (in north expression on the social media central Nigeria) was by stating in Section 1(3) that: summarily dismissed over a “If any other law is post made on Facebook. The inconsistent with the effects of this action by the state government immediately provisions of this transcends into two things for Constitution, this Constitution shall prevail, and that other users of the social media. law shall to the extent of the Firstly, posts made on social inconsistency be void”. media are more visible and play actual significant role in However, it cannot be taken our society today than we for granted that there are think or even imagine. conflicting interests arising Secondly, what legal issues may arise from the actions of from these topical issues. But a the governor? Will the courts balance has to be created in hold the staff responsible for order to preserve our national his action? Or will the courts integrity which can be rise to the occasion and protect achieved by prioritizing the freedom of expression on national security above individual rights. But in doing the social media in Nigeria? this, care must be taken not to This will be a true test of the freedom of the social media in create a situation where the rights of individuals are Nigeria. forever slaughtered. This article socilits legal Since there is no law regulating the use of the social practitioners to lend their voice towards creating a social media in Nigeria, a legal equilibrium. practitioner interested in

protection of human rights online. The Bill which was sponsored by Rep. Chukwuemeka Ujam (PDPEnugu) is titled 'Digital Rights and Freedom Bill'. Presenting the Bill, Ujam said that it sought to guard and guide Nigerian internet users on their rights and to protect their rights. According to him, Section 20(3) provides against hate speech online, while Section 12 of the Bill outlines the process to be followed before access is granted to governmental agencies and others to the personal data of citizens. He said that the Bill also provided for the protection of citizen's rights to the internet and its free use without undue monitoring.

Media law would have to wait

ADDRESSING MENTAL HEALTH AT WORK THE IMPORTANCE OF ADDRESSING STRESS IN THE WORKPLACE

Many questions are being asked if this should be an issue in the 21st century, yet the reality is that many people are suspected to go through stress everyday of their lives.

L

ooking at law specifically, a survey of associates and partners of law firms revealed, perhaps unsurprisingly, that almost 70% of lawyers believe they work in the most stressful profession. In a demanding sector, professionals under pressure to get things done quickly are at greater risk of acquiring a mental health condition. But what does this mean for employees under pressure, and those managing them?

Legally, employers have a responsibility to support jobseekers and employees 50

EsQ Legal Practice

with protected characteristics, including mental health conditions which are defined as a disability. Individuals don't have to have a specific mental health condition to get protection from their employers, rather demonstrate that their mental health has a substantial, adverse, and long term effect on their normal day-to-day activities. This includes conditions such as stress and anxiety. Whereas physical challenges may be more 'visible', and as a result, more openly discussed both inside and out of the workplace. It is fair to say that there can still be a stigma attached to issues surrounding

mental health, this may be because employers and HR teams lack understanding and, as a result, may be afraid of getting it 'wrong'. However, it is worth bearing in mind that conditions such as anxiety, stress and depression are no less 'manageable' than many physical conditions.

lines of communication that employees with mental health conditions can be supported.

Reasonable adjustments for candidates and employees with mental health conditions may include; support with managing workload, flexible hours to allow for periods of rest, a desk in a quiet area of Firms which are not the office to help manage supporting their employees in anxiety, time off work to the way in which they are attend appointments or a little legally obliged to, risk not extra time to make decisions to only comeback for nonhelp manage stress. compliance, but also Ultimately, no one is in a hemorrhaging vital skills as better position than the person disengaged staff take their living with a mental health expertise elsewhere. However, condition to determine what it is only through opening support they need. While the

ESQ

HEALTHY LIVING

Lawyers need to address mental health

the function of our body changes. Glucose and fats are released to give us increased Ways to combact stress energy. Our blood pressure There are a number of ways rises, our muscles tense up lawyers can combat stress; and there is a change in our many of us working in the cognitive function as our field of Law have at one point emotional response is “Law can be a demanding career. Many of lawyers are or another encountered either heightened leading to reduced being stressed or know of a decision making. drawn to the intellectual challenge and thrive on the colleague who has taken time off work due to stress.

Are you thinking - I Work Best high pressure legal work Under Stress? entails, but with this high Think again! The stress pressure can come stress. It What Causes Stress? described above is not short is vital for legal professionals Stress is a natural physical state when our body thinks time stress that gives you a that there is greater short-term adrenaline rush to awareness of the importance that we are in danger which perform. We are talking about of mental health and greater ignites the flight or fight response to situations. Stress long-term stress that prevents openness to enable hormones cortisol and you from thinking straight conversations about this adrenaline are released and leading to irrational thinking, issue.�

legal profession has long been afflicted by a deeply ingrained culture where high levels of stress are often viewed as 'normal', there are signs that things are changing.

poor decision making and poor judgement.

It has been pointed out that the legal profession is lagging behind other industries when comes to alternative ways of working. Many people still have to work long hours spent in an office environment on the phone or on a computer without the flexibility of home working (Jackson, K., 2016). It has also been highlighted that jobs, which are considered to be the most stressful such as fire service and paramedics have the lowest reported levels of stress (Jackson, K., 2016).

51

EsQ Legal Practice

“ABOUT FALZ THE BAHD GUY” Nwamaka Osu

27th October, 1990 was indeed a beautiful and blessed day for Nigerian Lawyers, Human and Women's Rights activist Femi and Funmi Falana as they welcomed their son Folarin Falana into the world. Like every new parent, they welcomed their son with joy and provided him quality education and as with most children of lawyers, he was groomed in the legal path and ended up studying law in the university.

I

f only his parents knew that Folarin Falana also known as Falz the bad guys would turn out to be one of the most successful Legalpreneurs in the country today.

ADDRESSING MENTAL HEALTH AT WORK

52

EsQ Legal Practice

I remember the first time I watched Falz' “Ello Bae” Instagram video where he said he was looking for a “wife material”, it was so hilarious that I and everyone who watched it wondered who he was. The video was even more

interesting because of the Yoruba accent with a blend of Queens and Terrible English which he delivered perfectly. It trended for weeks on the internet and almost everyone had the video on their phones.

Little did we know that that

was the beginning of a beautiful comedy career for Falz.

Why? There is no stigma attached to being stressed. It is acknowledged and spoken about openly.

support staff.

What started out like a joke grew into a beautiful career and before long; he released his song “Marry Me” which

Four Things That Lawyers Can Do? ž Get to know yourself both physically and mentally so that you can identify the What needs to Change? first sign of stress.

A starting point will be to start talking about stress. Alongside this, further points which ž Understand the difference would help, are: employers to between short-term and offer support; individuals to long-term stress for you. support each other, and introducing life coaching to

ESQ

LEGAL PRENEUR

featured Yemi Alade and Poe as well as “Ello Bae”. His style of music which he calls 'Wahzup Music” is very fresh and different as he does a fine blend of Yoruba, English, comedy and music making it an interesting experience. It is no wonder that in 2015, he was nominated in “Best Collaboration of the Year”, “Best New Act to Watch” and “Best Rap Act of the Year” categories at the Nigerian Entertainment Awards and “Best Street Hop Artiste of the Year” at the Headies 2015. He did not stop there and went on to release a second studio album titled “Stories That Touch” on November 2015 which features Simi, Reekado Banks and Reminisce which won him the award of “Best Album of the Year” 2016 City People Entertainment Awards. He also released a song titled “WehdoneSir” which has gradually metamorphosed into a Nigerian slang till today. ž Follow the SIX Simple Steps

and close your

place.

to Combat Stress.

2. Take a deep breath in hold 4. Focus on how you feel in it for a second and breathe this place. out hold it for a second and help you identify and repeat develop strategies for living 5. Just relax and enjoy this a stress free Life.

3. Now start to breath feeling until you hear the normally keeping your eyes sound of your buzzer. closed and as you breathe SIX SIMPLE STEPS TO 6. On hearing the buzzer take COMBAT STRESS think of the most peaceful a deep breath in hold it for a 1. Sit in a comfortable position, place you have been. second and breathe out hold set your timer for 5 minutes Visualise that place, hear the it for a second and repeat (make sure your buzzer sounds around you in the three times and slowly open sound is a gentle sound) place, feel the air of that your eyes. ž Get yourself a Life Coach to

Do make sure that you do this exercise at least once a day so that you get your mind and body used to this state.

Remember this exercise can be done anytime of the day and as many times as you want.

If you have time, you can gradually begin to increase the time spent on steps 3-6 and see if you can reach 20 minutes in this peaceful state.

53

EsQ Legal Practice

Far from a bad guy but a shy intelligent lawyer who claims to be totally single!

While we once heard rumours about Falz getting up close and personal with singer Simi after the release of his EP, Chemistry, the rumours have since died off.

Although he talks about having a lot of things he needs to achieve in order to be ready for a relationship, he says that his perfect girl “has less to do with the looks and more to do with the personality.

Some of his other songs include “Jeje”, “Baby Boy”, "Bahd Baddo Baddest" featuring Olamide & Davido.

On October 27, 2016, he released an EP “Chemistry” in conjunction with X3M Records featuring Simi which sparked rumours that they were in a relationship. The singer has however since denied ever being in a relationship with Simi.

Falz the bad guy, is obviously a lawyer of many talents as his first venture into professional acting was a hit. He was featured in Funke Akindele's Award winning TV series “Jenifa's Diary” produced by Scene One Entertainment where he played the role of Segun. He delivered his role masterfully and won the 2016 Africa Magic Viewers Choice Awards as “Best Actor in a Comedy Movie/Series” and the 2016 BET Awards as Viewer's Choice Best New International Act”.

Now, one would wonder how a graduate of law from the University of Reading who was called to the Nigerian bar after attending The Nigerian Law School Abuja campus and 54

EsQ Legal Practice

who had been in active law practice for two years, just wakes up one day and decides to be a Comedian, Musician and Actor. LIKE WHY? More so when he is the son of prominent Nigerian Lawyers, Human and Women's Rights activist Femi and Funmi Falana. I can't even imagine going to tell my dad I want to be a comedian. SIGH. Anyway, Falz' entry into the Entertainment industry was not sudden and so probably didn't come as a shock to his parents as he had always been interested in Entertainment from his High School days when he and his friends formed a group called “Schoolboys”. They made music and performed to groups of friends at Olashore Secondary School, Osun State. They also recreated jokes from popular comedy shows like “Night of a Thousand Laughs” which made them quite popular in school. He entered the Nigerian Music Industry in 2011 with his “Wazup Guy” album.

Some of his other songs

before fame include "Welcome to the Jungle", "High Class", "Currency", "Jessica", "Toyin Tomato" amongst others. His many successes in 2015 was therefore as a result of all his years of hardwork, dedication and strive for excellence.

Contrary to popular belief, his rise to stardom was not in any way influenced by his Parent's wealth but through diligence and persistence and Falz has managed to stay relevant in the Nigerian Entertainmen t Industry through it all.

55

EsQ Legal Practice

RESTRUCTURING: ARE WE TRULY PREPARED? IFEDAYO ADEDIPE

One of the most debated topic in legal and political circles today is the structure and imbalance of Nigerias Federatin. Omo Oba Ifedayo Aedipe SAN, a highly respected senior advocate of Nigeria shares his views on Nigeria's political structure.

Many have asked for the restructuring of Nigeria. What exactly are we restructuring? he idea or concept of restructuring Nigeria has being a vexed issue for some time now.

Restructuring simply means reorganization or the process of changing the way in which something is organized.

T

However, properly deconstructed, restructuring within the Nigerian context is to rebalance, redistribute, rearrange or reorganize the 56

EsQ Legal Practice

current system of government that is, Federalism which is in operation in Nigeria. My understanding of the majority of the proponents of the restructuring is that there is a need to redistribute power as currently contained in the exclusive, concurrent legislative list so that the federating units are independent within the structure.

The starting point is the Nigerian Constitution which is purportedly indicative in its

preamble to be a reflection of the common desire of the people of Nigeria when in actual fact, it is not. There are several components of the current federal system that require rebalancing which includes, fiscal regime, resource control, state police, bicameral legislature, judicial powers, electoral matters, qualification for elective offices, over-centralization of power and devolution of power, etc etc to mention but a few.

ESQ

COVER STORY

The attempt to trivialize the issue of restructuring by suggesting the idea of restructuring the mind is to say the least, belies the point.

Is the 2014 National Conference defective or is merely hampered by politics?

The idea of holding a National Conference, Sovereign National Conference, Constitutional Conference or by any name called, as an attempt to solve the myriads of problems emasculating Nigeria is a noble idea. For instance, the 2014 National Conference rightly identified some economic and political problems and made some useful recommendation just like other conferences held in the past. However, some of the challenges associated with holding National Conferences 57

EsQ Legal Practice

bailout smacks of beggarliness, it is a reflection of the father figure of the Federal Government to the State Government, it is doubtful that with a proper redistribution of wealth and power, the Federal Government will still be playing the father figure.

Secondly, a redistribution of power without appropriate In the absence of this legal framework, it is doubtful if anything meaningful checks and balances on the powers of the state Governors could be achieved by holding National Conference in the future. will not achieve anything. The To underscore the point being made, the three volume recommendation of state governors have rendered the 2014 National Conference is yet to be implemented. ineffective their various Houses of Assembly which is supposed to serve as the There is no legal framework Account are paid, is a major cannot be effective. Again, constitutional check and for the convening of a there is a perception that there hindrance for the local balance on the powers of the National Conference and the is more of media prosecution government to bring the governor, in the absence of a implementation of its than court room prosecution required growth and strong institution that can recommendation. It has been with evidence by the anti development to the grassroots. assert authority, the State suggested that a law should be corruption agencies.

The idea that the Governors Governor will continue to be put in place to ensure that should dictate the dictatorial without any check. decisions reached at the disbursement of allocations There is also a glaring lack of Conference is enshrined in the from the said accounts to the synergy between the Nigerian Constitution. In the local government councils is a What do you make of the Economic and Financial Judicial Council's absence of this legal limitation on the constitutional National recall of judges accused of Crimes Commission and the framework, it is doubtful if powers of the local corrupt practices?

Department of State Security anything meaningful could be government councils. who are meant to share If there is a case of corruption achieved by holding National intelligence for the purpose of or abuse of office against any Conference in the future. To effectively curbing corruption. That is not to say that a simple Judge, such judge should be underscore the point being This lack of synergy has amendment to Section 162 (6) prosecuted and convicted. But made, the three volume negatively impacted on the & (7) of the 1999 Constitution in a situation where nothing recommendation of the 2014 anti-corruption war of the on the operation of this “State has been found against a judge National Conference is yet to Federal Government, it is Joint Local Government accused of corrupt practices, be implemented. inconceivable that while the Account” will automatically the NJC is in order in recalling National Assembly had taken bring about the required them. Again, the idea that The idea that the National a position not to confirm the growth. It is my view that once you have been accused of Assembly can wake up any such amendment must come crime you should appointment of the Acting time to amend the Chairman of EFCC based on with a proper check and automatically be convicted is Constitution or to purport to balance for the heads of these an attempt to rewrite the DSS report, the Federal select what recommendation is Government will continue to local government councils. provision of the Constitution to be implemented is insist that the Acting on fair hearing. We must also Just as we clamour for the unconstitutional and Chairman should continue to devolution and redistribution condemn in the strictest undemocratic. act. The question is, shouldn't of power from the Federal possible term the Gestapo there be cooperation between Government to the State approach of the DSS in government agencies and Government, there should also arresting the judges in the Would this administration departments and even the dead of the night, it is a raid be a proper devolution of benefit anything by not Presidency, the appointor of on democracy and a flagrant restructuring the polity? power from the State the EFCC Chairman. disregard for rule of law. government to the Local I do not think this government. administration will benefit anything by not restructuring. What are the constitutional How would you rate the implications of the current However, there is the Despite the various bailout to Federal Government in terms Local Government structure, states, many can still not pay of putting together a impression that if there is a where Governors have joint compelling case against those proper redistribution and salaries, is it that Governors accounts with Local accused of corruption? are not thinking outside the rebalancing of power, some Government? box or are they restricted by While we must commend the may lose out in the devolution One of the reasons for the current constitutional initiative of prosecuting those of power. rebalancing and redistribution framework? accused of corruption, it is of power is the autonomy of The inability of the Governors important that every relevant The anti-corruption war has the Local Government to pay salaries either contrived government institution been on for two years now.

Councils. Local Government or not is another reason to responsible for anti-corruption Do you really think we are councils in Nigeria are effect a proper restructuring of must rise up to the task. The doing it right? established to bring government agencies should power. First, the idea of I don't think the government is includes: the perceived insincerity of the government particularly given the timing of the last 2014 Conference, selection of delegates and umpires, and implementation of the recommendation.

EsQ Legal58 Practice EsQ Legal Practice

doing enough. The anticorruption drive is meant to be a holistic approach and not the piece meal approach adopted by the Federal Government.

An anti-corruption war without a proper sanitization of key institutions of the state like the Police, judiciary, legislature and the executive

governance closer to the grassroots and enhance development. However, lack of fiscal autonomy arising from the operation of “State Joint Local Government Account” into which all allocations to the local government councils of the state from the Federation

double their effort in terms of intelligence gathering, comprehensive investigation, prosecution of cases by competent personnel and inter-agency communication.

The indiscriminate use of interim forfeiture order in the guise of conducting investigation should be critically addressed. I acknowledge the innovation in the Administration of Criminal Justice Act in speeding up criminal trials in court, however, there must be extreme cooperation between the bar and the bench in ensuring that lawyers conduct their cases with all candour and seriousness while the judges should also be allowed to perform their duties without fear of harassment and irritation from any quarter.

The recent court order on forfeiture of monies in accounts not linked to BVN, how will you react to it?

59

EsQ Legal Practice

Majority of our populace fail to appreciate that the primary duty of a lawyer engaged in public prosecution is not to convict but to see that justice is done while it is equally the right of the lawyer undertaking defence of a person accused of crime, regardless of his personal opinion as to the guilt of the accused, to be fair and honorable in presenting every defence that the law of the land permits.

Gladly, the order has been rescinded by the honourable judge who made it. A C.B.N. policy/guidelines cannot override an existing agreement between the banks and their customers. In any event, directing the customers to show cause why their monies should not be forfeited in the absence of conviction for any wrong doing is a reversal of the role of proving guilt.

legal profession.

If there is any hole in a criminal case arising from shallow investigation, incompetence of prosecuting counsel, and even technicality provided it is within the ambit of the law, a legal practitioner is entitled to use same in defence of his client.

Do you agree with most Nigerians that there are two Some members of the public types of justice in Nigeria one including senior lawyers for the high and mighty and accuse some some senior another for the common man? lawyers of capitalizing on I do not agree that it is the holes in criminal cases to frustrate trials of high profiled position of most Nigerians.

Even if conceded that it is the officials accused of corruption. Is this blame position of most Nigerian then rightly placed or based on a it will amount to a mistaken misconception of the role of idea and belief. A client that lawyers in defending client's may be referred to as “high cases? and mighty” may have the It is a misconception of the means of engaging the best of role of a lawyer. We must hands in terms of quality and correct the impression that competence for service anybody accused or delivery, of course in that undergoing trial for an offence situation, he cannot get is guilty or must be convicted anything less. When at all cost regardless of the juxtaposed with a situation of evidence against him. First, a man who may be referred to majority of our populace fail as a “common man”, who out to appreciate that the primary of paucity of fund and means duty of a lawyer engaged in is unable to engage a lawyer or public prosecution is not to to engage a good lawyer may convict but to see that justice is find himself in an awkward, done while it is equally the complicated and dangerous right of the lawyer situation from which it is undertaking defence of a difficult to pull through. person accused of crime, regardless of his personal Again, the appreciation and opinion as to the guilt of the interpretation of the law varies accused, to be fair and from court to court regardless honourable in presenting of the principle of stare decisis. every defence that the law of the land permits. These rules This may be responsible for the mistaken belief of the are contained in the Rules of populace.

Professional Conduct in the EsQ Legal60 Practice EsQ Legal Practice

We have had situations where people were jailed many years for stealing phones while cases against some exgovernors and top politicians have been dragging for many years now. Do you think this has helped in building a trust in the nation's justice system?

The delay in criminal cases is not a trust issue and it clearly has nothing to do with comparison between jailing people for stealing phones.

Delay is a major challenge that the judiciary is faced with and so many solutions have been proffered, some implemented with little or no improvement and is still a work in progress.

anti-corruption war then it confirms my position that a lot still needs to be done in the so called anti-corruption war.

Considering that the current Constitution of Nigeria does not make a provision for referendum, Do you really think Nigeria can have an autochthonous constitution?

Yes, if we can make good use of National Conferences and create a legal frame work for it implementation then we can have an autochthonous Constitution.

The major reason for delay in our courts is as a result of backlog of cases that has accumulated over the years vis-à-vis the number of judges available to hear and determine the cases. I agree that if we have to revive trust in the justice system then we have to eradicate delays in hearing cases.

Do you agree with Prof. Itse Sagay that the Attorney General of the Federation has not been serious about the anti-corruption war?

That is clearly an admission against interest. Prof Itse Sagay is a principal official of the current government. If there is such an accusation from him, directed at another principal official of the government, in fact, the Chief law Officer of the Federation who should be responsible for the coordination of the 15

EsQ Legal Practice

61

EsQ Legal Practice

THE CONTROVERSIAL TITLE TO THE NAME OF A FEMALE LAWYER Thelma Onwuzuruigbo.

We live in a gender sensitive society. The reason for this can be explained by the African cultural orientation which is no doubt reflected in the legal profession. A classic example of this that comes to mind is when a female lawyer announces appearance in Court.

I

t always goes in this manner, the female lawyer rises up and addresses the court saying -Ngozi Funke Sanni Mrs/ Miss dependent on if she has been snatched up in holy matrimony or not. In some cases, where the female lawyer inadvertently omits to suffix her name with the title of Mrs. or Miss, she is jolted into reality by the Court which would ask her, Mrs. or Miss? However, the situation would be different in the case of their male colleague, who are free to announce their appearance without having to make such distinction.

62

EsQ Legal Practice

This salient point raises the constitutional issue of discrimination based on gender and it is quite debasing in some cases, the manner the judges ask this questions because that question forces the lawyer to announce to the entire court her marital status or otherwise. The question that arises is - of what use is it to the court, whether the female lawyer is a Miss or Mrs., when it is obvious to the Judge that the counsel before her is a female? But it is rather disheartening that the society does not see it that way. The overall situation, is a departure from the widely campaigned

ESQ

SISTERS -IN-LAW

and we are in the dispensation when women are called to bar just like their male colleagues.

Hence, the profession has become one filled with women in both the bar and the bench so a woman does not need to be a man to practice law. Since time immemorial in the legal a matter stated that female profession, we have been lawyers should stop making use of the appellation of Mrs. belaboured with the mantra that there is no female in the or Miss to their name and Bar; hence female lawyers are rather use Esquire with no seen as gentlemen in Skirt and other title while announcing their appearance in court and have equal status as their male counterpart. So there is no thankfully enough, this has been widely acknowledged by need for a woman to evolve into a man but rather the need Judges, before whom legal that arises is that they be practitioners appear. accorded the same status, respect and opportunities as This laudable pronouncement their male colleague in the by the CJN caused a brouhaha legal profession. from different quarters to the effect that it denies the female The position of the CJN in this gender from finding regard underscores the expression in the legal profession and makes it look principle of equality and uniformity at the bar in the like a woman has to evolve into a man to be a lawyer. I am profession and it is hoped that this would lead to more of the opinion that this groundbreaking changes for argument is faulty in many the female lawyer in the ways because the era when profession. law was a male dominated

Beyond the four walls of the court room, female lawyers are seen as weaker vessels viza-viz their male colleagues and it is perceived by a large section of the society that female lawyers are not capable of undertaking some tasks The travail of a female legal hence the preference for male practitioner stems from the lawyers. It is disheartening Afrocentric nature of the that this practice is Nigerian legal system. This gender sensitivity runs afoul widespread and in public display within our judicial of Section 14 of the system, and goes as far as Interpretation Act, Chapter 192, Laws of the Federation of affecting the job prospects of a female lawyer in comparison Nigeria 1990 which contemplates that there is no with her male counterparts. A difference between a male and classic example is some of the job vacancies pasted around a female. The disturbing our Court premises that state question is why legal specifically that they want practitioners who are male lawyers only. perceived as learned gentlemen as members of the public would fall into the pit It was a welcome development when the Chief Justice of hole of creating this gender Nigeria (CJN) in the course of field is in the recess of history dichotomy. clamour for gender equality. It is high time we departed from this Afrocentrism and discrimination, which has become ingrained in the legal profession.

63

EsQ Legal Practice

oil as ESQ

AGREEMENTS SCHOOL WHO SHOULD ATTEND? In-house lawyers in banks, and financial institutions, Bankers concerned with the negotiation of loans, Bank executives involved in the documentation of loans, Lawyers in private practice who advise clients on loan agreements, Corporate counsel, Credit control officers, Fund Managers, Investment Analysts, etc.

22nd - 24th October, 2018

25th - 26th September, 2018

NECA HOUSE

NECA HOUSE

.A2 HAKEEM BALOGUN STREET

AGIDINGBI - IKEJA, LAGOS.

For enquiries & registration call:

+234 811 019 4344 +234 803 526 9055 esqtrainings@gmail.com

A2 HAKEEM BALOGUN STREET AGIDINGBI - IKEJA, LAGOS.

ESQ

DIASPORA LAWYER

THE INNOVATIVE GENERAL COUNSEL DR.SOLOMON OSAGIE

The biggest challenge for in-house teams today, in no particular order, is that a constantly evolving regulatory environment poses a challenge.

Whether one considers M&A or any other activity, there are pressures to keep businesses compliant.

I

n the words of Dr. Solomon Osagie, who is a corporate lawyer with substantial in-house and private practice background, some GCs have advocated over the years for legal teams to be more integrated into the business, but this brings with it the reality that legal teams have to operate under financial pressure and deliver services that are not necessarily revenue generating.

1985 and 1988 and attended the Nigerian Law School between 1988 and 1989. He also did the Nigerian National Youth Service between 1989 and 1990.

Solomon returned to England in 1990. Initially unsure what to do, he started working at the Lord Chancellor's Department, becoming an executive officer only two months into his appointment.

Allegedly the first black male appointed by the South Eastern Circuit Office, Solomon Osagie has legal experience and qualifications Solomon describes this period in Business and Law. He has a as: “Very interesting times as it was very novel for them to high premium on providing strategic and operational legal have a black male at the Lord Chancellor's south eastern support in an international circuit office!” While there, he and multi-jurisdictional environment at senior/board was encouraged by his manager, a Mr. Cook, to level across a range of areas. qualify as a solicitor in England.

Solomon who was born in Sheffield in July 1967, relocated to Nigeria at the age He soon left the Lord of 7 because his father took up Chancellor's Office for the London Borough of Newham a post as a regional manager of Philip Morris. He remained and at the same time started his Common Professional in Nigeria until 1990, during this period he read Law at the Examination (CPE) at the Guildhall University, which he University of Benin between

completed in 1991. He then did his Solicitor's Finals at the College of Law, Store Street between 1992 and 1993.

No sooner had he finished his Solicitor's Finals, Solomon started his MBA at Greenwich University on a part-time basis in 1993, becoming one of the first Lawyer MBAs in 1996. On a roll in 1993, he also joined Hirschfield Solicitors, a medium-sized law firm in East London (which has now merged with Bowling & Co), where he was an Articled Clerk (Trainee Solicitor) between 1993 and 1995. He had obtained a six-month reduction from the two-year training period from the Law Society because of his previous work experience.

This was the last post he held which he applied for, as he has been head-hunted for all subsequent posts held since qualifying as a solicitor in England and Wales.

Upon qualification, Solomon joined Jay Vadher, a former partner at Hirschfield

Solicitors who had set up his own practice, as the firm's practice manager, doing a substantial amount of publicly-funded work initially in family and crime, then later on crime, welfare and housing law. But by the time he left the firm he was doing predominately housing and consumer credit law and some substantial commercial work.

He was responsible for the Quality Mark (Legal Aid Franchise) in crime, family, personal injury, and welfare benefits and housing. He became the firm's managing partner in 1999/2000 and also had a stint as a part-time guest lecturer at the London School of Economics in the late 1990s.

Solomon left Jay Vadher to join one of his former commercial clients in an inhouse General Counsel and Head of Legal role as he had “had enough of the regulatory regime of Legal Aid which made the practice of law not as enjoyable as it used to be”.

65

EsQ Legal Practice

As a seasoned General Counsel with many years' experience, Solomon hints that while new technology solutions can offer returns for a company, the risk of exposure is greatly increased. The opportunity must be balanced against risks, and legal teams need to be forward in explaining this.

He took up his second inhouse role on a consultancy basis when he joined AGILISYS, which was working on a huge IT project for the Department of Health and the Treasury. Solomon was appointed to manage that project, combining his legal skills as a lawyer and his business skills as an MBA holder. In his third in-house role Solomon joined Interroute Telecommunications, one of Europe's largest independent telecommunications companies, where he remained until 2006.

He was at Interroute when he was head-hunted in 2006 by Global Switch, where he was leading provider of data centres (for IT and telecommunications) with offices all over Europe and in Sydney, Australia and Singapore. He was appointed the Group Head of Legal, the company secretary and corporate global affairs counsel at Global Switch. This job, which he described as “exciting and very much loved” involved a lot of travelling and he had the opportunity to influence organizational effectiveness and growth at group level.

Ever eager for a challenge and the never-ending need to have that “extra factor”, including being one of the first solicitors in England to do an MBA, Solomon started his doctorate in Business Law at Anglia University, finishing his PhD in a record three years parttime between 2002 and 2005.

Solomon obtained his Diploma in Notarial Practice from Cambridge University in 2005 and in the same year completed his doctorate in Business and Law from Anglia University, qualified as a Notary Public whilst holding down a full-time job.

With a number of citations including lawyer of the year, General Counsel of the Year and Innovative GC, he is acknowledged as an expert in consumer finance, banking and regulatory services.

Solomon was a partner in private practice and then held senior roles in Industry. Before his appointment at TSYS International, he was Global Switch Group General Counsel until 2007. Solomon was appointed to the Law Society's Company Law Committee in 2011 and sits on several advisory boards Solomon, who was appointed including Acritas, GOAL, The in 2007, officially took over the Lawyer Financial Services role of Corporate Legal Forum and the Brussels GC Counsel with Total Systems Advisory Board. In 2014, he Services (TSYS) UK-based was invited to join the legal team in London, which Westminster Policy Forum on oversees TSYS's global Legal Education and Training operations. His work includes in the UK. commercial and contractual issues, Intellectual Property, Solomon speaks and writes Financial Services and regularly about regulatory Banking, some company matters in the financial secretarial and data protection. services sector (FS), and has TSYS is one of the world's been influential in the largest companies for commentary on data outsourced payment protection, privacy issues and processing services. strategic management in Europe.

66

EsQ Legal Practice

He posits that the FS industry is diverse, with many lawyers working in niche areas. There are some areas of commodity, such as implementation of new laws, but often the drivers and risks are different from business to business. The dominant position of the bank's approach to regulation and risk will flow down through supply chains.

Collaboration via a crosspollination of ideas around regulatory compliance, risk mitigation and alternative structuring would be helpful.

objectives and how the product will be used by customers is important.

For someone who didn't get much career advice, law is something he decided to do having considered what he would enjoy doing for the rest of his life. And he says 'law has served me well.' Solomon considers the 'Follow your dream and don't let anyone convince you otherwise' phrase a dangerous philosophy, explaining that dreams and reality are at opposite ends of the life Solomon mentions that it is spectrum. Hence, if your unfortunate that transactional passion is not a realistic one, lawyers are unaware of the rethink it, and consider the technical specifications of a prevailing market conditions solution, and they offer legal in your judgment. solutions which impede rather than facilitate objectives. He His biggest and most had suggested in the past that interesting case was a leading lawyers consider taking on consumer finance case, non-traditional roles like CSR Sterling Credit v Rahman. The to help push boundaries, they case established that the can demonstrate values in limitation period for secured non-monetary ways. He is of credit loans is 12 years and the opinion that lawyers that within this time a court should consider how to offer can re-open a credit advice that is practical and agreement. It changed the innovative with an eye on the second tier lending industry commercial objective. and forced creditors to rethink their duty to vary loan As a seasoned General agreement rates if they are at Counsel with many years' inception described as experience, Solomon hints that variable. He had acted for the while new technology borrower, starting at the solutions can offer returns for District Judge level and a company, the risk of ending up at the Court of exposure is greatly increased. Appeal with leading counsel The opportunity must be and they had had to argue that balanced against risks, and 10 earlier cases had been legal teams need to be forward decided incorrectly. This they in explaining this. If the did successfully. business is buying or creating new technology, the legal team Solomon has a relaxed will need to ensure the approach to life and positively business has all the required refuses to worry about things, rights to use the technology as such, at the time Solomon owned effectively, and to was in his 30s he had already know if the license is broad made his retirement plans. He enough to cover all activities likes to have activity in his life that the business has in mind. so during his spare time, Solomon is a part-time guest We should also consider that lecturer at the Holborn there are adequate liability Business School since 2006 but caps to reflect actual risk he has reduced it over the rather than contract value. years. Apart from giving Penalties for breaches of data lectures on financial services protection law can far sector, he also writes articles in outweigh contract Business journals in the areas consideration, hence, early of culture strategy and engagement and a clear business growth. understanding of the business'

PIONEER OF A NEW DESIGN IDIOM MERCEDES BENZ CLS 2018

Fourteen years ago, Mercedes-Benz created a new vehicle segment that for the first time combined the elegance and dynamism of a coupe with the comfort and functionality of a saloon. With the third generation of the CLS, Mercedes-Benz is now building more strongly than ever on the aura and unique character of this model which is a trendsetter

T

his new model marks quite a change from the previous model. It has pure CLS genes and from the outside has a cleaner design language, what Mercedes calls 'Sensual Purity'. It blends seamlessly into the current Mercedes coupĂŠ family with numerous design features.

68

EsQ Legal Practice

The new CLS pioneers the new design idiom of Mercedes-Benz, which is recognizable by its clear contours and reduced lines. Its character is marked by a grille contour that widens towards the base and a forwardslanting front section. Other features include wide, low-set headlamps and two-section tail lights.

Like its predecessors, the new CLS exudes self-assured sportiness in exemplary style: a highly emotive vehicle offering impressive longdistance and acoustic comfort coupled with thrilling, unrivalled technology. The design reflects the timeless aura of the first CLS, which founded a new segment and quickly became a design icon.

All CLS models are equipped with new engines: in-line sixcylinder and in-line fourcylinder units as diesel and petrol versions.

The all-new CLS 53 which was announced at the 2018 Detroit motor show, features some seriously impressive specs;

ESQ

STYLE - AUTO

Design This is a properly new model a seismic shift in Daimler terms. Codenamed C257, it is based on the latest Daimler group MRA engineering architecture, rather than a mere refresh of an old platform. But you may have guessed that much from the first official pictures, right?

The new photos released at the LA motor show present a different look and feel, for sure. It's the latest iteration of Mercedes's new 'Sensual Purity' design language, an attempt to give all new models a family look characterized by simpler form language, strong graphical anchor points and a cleaner surface treatment.

Is it as eye-catching as the Mk1 CLS from 2003? Probably not,

if we're being honest. But this is a striking design; think slinkier Mercedes E-class and you're bang on the money. Just do away with some of the original's banana stylistics, the gangster swagger. It's a slippery shape, too: Mercedes quotes a drag coefficient of 0.26 to boost economy, emissions and quiet hush at a cruise.

If that's not enough tech, an optional Premium Plus package adds other features such as keyless entry, a sliding sunroof and a bespoke Burmester surround sound system.

Benz cars; they let you configure the dials as you wish, providing hours of setup fun.

Illuminated air vents are also set to spread across the range, As expected, a wide range of they briefly glow red or blue further gadgets and when you adjust the technology is available like temperature, to signify wireless charging to top up changes in climate control. your devices, In-Car-Office to Ambient lighting is also Interior Tech sync with your work calendar offered on the 2018 CLS, Right now, the new CLS is to enable conference calls and letting you, or more likely only available in AMG Line navigation to your next your children, flick between 64 trim, but that means you get a meeting, and the touchpad colours in which to bathe the good amount of interior now offers haptic feedback interior, ranging from garish gadgets and technology as buzzing and vibrating to vodka bar to Tory HQ. Just standard. For example, every confirm selections. how rad is that!

CLS will feature a 12.3-inch infotainment screen, an You may already be familiar Meanwhile, the optional additional 12.3-inch cockpit with the giant twin 12.3-inch Energising Comfort Control display, ambient lighting, digital screens that now make system syncs the air-con, parking sensors and a up the instruments in a perfumery (yes, really), reversing camera. growing number of Mercedes- heating and lighting onboard 69

EsQ Legal Practice

to let punters pick from Freshness, Warmth, Vitality, Joy, Comfort and the work-out Training mode. A personal trainer while sitting down driving? Mercedes thinks so!

70

EsQ Legal Practice

Engines and Details The most powerful engine is the six-cylinder petrol unit.

The new, systematically electrified in-line six-cylinder with EQ Boost (integrated

starter/generator) and a 48 volt onboard electrical system powers the CLS 450 4MATIC. Its performance data: 270 kW (367 PS) and 500 Nm plus a further 250 Nm of torque and

16 kW (22 PS) available via EQ Boost over short periods.

The integrated electric motor known as EQ Boost assists the combustion engine e.g. when

accelerating, makes driving without the combustion engine possible (“sailing�) and supplies the battery with power by means of highefficiency recuperation. By doing so, it makes fuel savings possible that were previously the exclusive domain of highvoltage hybrid technology.

All in all, the new in-line sixcylinder engine delivers the performance of an eightcylinder engine with significantly lower consumption. The CLS 450 4MATIC is equipped with a particulate filter as standard.

CLS 450 4MATIC: Fuel consumption combined: 7.5 l/100 km; combined CO2 emissions: 178 g/km.

E-class, this means a default rear-wheel drive platform dubbed MRA, with the option of all-wheel drive on many model variants. This is the first The oily bits underpinning the five-seater CLS, with a new new CLS are shared with the

additional pew between two rear armchairs.

Starter engines at launch will be Mercedes' latest inline family of straight six engines -

two diesels and one rangetopping petrol. News of the early demise of oil-burners has been greatly exaggerated, don't you know.

71

EsQ Legal Practice

The launch range looks like this: · CLS 350d 4Matic 2925cc straight six turbo diesel, 282bhp, 443lb ft., 50.4mpg combined economy, 148g/km CO2, 5.7sec 062mph

have 4Matic-branded allwheel drive, and use a ninespeed 9G-Tronic automatic gearbox.

Both diesel options involve a new 3.0-litre straight-six, branded as the 350d or 400d depending on performance:

Mercedes's name for an integrated starter generator (ISG), which combines starter motor and generator in one powerful electric motor, housed between the engine and transmission.

What does EQ Boost Do? It helps provide extra go · Mercedes CLS 350d 4Matic: under hard acceleration (a boost of as much as 22bhp and 282bhp, 443lb ft., 5.7sec 062mph, 48.7mpg, 156g/km 184lb ft., according to Daimler), with energy Co2 recuperation for the battery, seamless start-stop · Mercedes CLS 400d 4Matic: functionality and extra help · CLS 450 4Matic 2999cc 335bhp, 516lb ft., 5.0sec 0for cold starts. It also enables straight six petrol, 362bhp, 62mph, 47.9mpg, 156g/km 'gliding', where the engine 369lb ft., 37.7mpg combined CO2 this has familiar E-class drops out of the equation economy, 178g/km CO2, temporarily to help save fuel. territory underneath, the new 4.8sec 0-62mph While the petrol engine also CLS will be a comfortmarks a return to the straight oriented, high-tech drive. This The diesel pair uses the same six layout, ditching the V6 of Arriving later in 2018, a is a good thing given we like punchy turbo four-pot with inline six-cylinder engine, yore: the latest E - with its range of approximately 200bhp and tuned to varying degrees; the 162lb ft. will also use the 48v sensible, eco applications in CLS 450 is the first model to · Mercedes CLS 450 4Matic electrical set-up. It uses a belt- company car spec diesel trim debut the straight six petrol 3.0-litre straight-six turbo or its funkier, AMG-tuned E63 driven starter-generator engine with what Daimler with 48V electrical system, motor, helping with energy performance derivatives. calls EQ Boost - an additional integrated starter generator There will, over time, be a CLS electric starter generator motor motor (ISG) and lithium-ion recuperation for the battery for most tastes and budgets. under braking and replacing driven by the new 48-volt battery. 362bhp, 369lb ft. the conventional starter motor. electrical system, which (plus 22bhp/184lb ft. 'EQ Air Body Control air It too can provide a power harnesses energy under Boost' from the ISG), 4.8sec boost under acceleration, suspension is also an deceleration to provide up to 0-62mph, 36.2mpg, 184g/km helping to negate the effects of important option, offering 184lb ft. of additional torque to CO2 turbo lag below 2000rpm. The drivers the chance to tweak drive the car under full the chassis settings to their same engine family also acceleration or while coasting The new 3.0-litre straight-six features in the latest Mercedes choice of comfy float versus throttle-off. It's said to offer employs one conventional cast-iron body control.

E-class. eight-cylinder performance for exhaust-driven turbo, six-pot penalty. augmented by one auxiliary Of course, the new 2018 CLS Why Any Lawyer Will Like electric compressor. Combined CLS 2018? range will also make a good From launch, the core range with a 48v power supply, it We can predict with a high fist of driving itself; the offers a choice of two diesel also features EQ Boost, degree of certainty that since journey to semi-autonomy is engines and two petrols. All

· CLS 400d 4Matic 2925cc straight six turbo diesel, 335bhp, 516lb ft., 50.4mpg combined economy, 148g/km CO2, 5.0sec 062mph

72

EsQ Legal Practice

well underway here. Robodriving tech adapted from the S-class and E-class includes Active Distance Control and Active Steering Assist, ability to adjust the car's speed and trajectory automatically, not just in accordance with traffic ahead but also for changing speed limits, and the road itself, using map data to slow the car down in advance of bends, junctions and roundabouts.

will even prepare your ears for the noise of an impact. Such is the onwards march of technological progress.

There is a giant boot, too! The boot swallows 520 litres of luggage, and can be swollen by lowering the 40:20:40-split rear seats.

Subjectively, it's missing a little of the theatre of previous CLS generations, however, both in terms of visual presence, from It'll keep a set distance from an exterior point of view, at the car in front, pull to a least, and overall sense of 400d starts just beyond £60k model, but this will not be standstill in stop-start traffic occasion – which the original which is a little over N30, 000, offered in the UK. and even slowdown in CLS had in spades.

000 (Thirty Million Naira). anticipation of bends or speed Be sure to share with us what limits ahead when in cruise Launch and Price you think of the new 2018 Sales kicked off in December control mode. If the worst From launch, the CLS 350d Mercedes-Benz CLS-class 2017, with right-hand drive comes to the worst, this car kicks off the range at £57,510, deliveries due in April 2018. when you make the smart, big will bump you inwards if it with the CLS 450 costing purchase!

Continental buyers can pick a anticipates a side collision and fractionally more. The CLS highly specked First Edition 73

EsQ Legal Practice

THE “ONE STOP PORT” FOR LEGAL INNOVATION

74

EsQ Legal Practice

As today's legal practice takes a shift from just service industry to an integrated business entity, Nigeria's top law firm, Udo Udoma and Bello-Osagie focuses on begin the number one stop port for innovative legal practice.

What kind of firm is Udo Udoma & Belo-Osagie? do Udoma & BeloOsagie (UUBO) is a full service, multidisciplinary law firm that is geared to facilitate corporate and commercial business throughout

U

Nigeria – and, leverages on an extensive network of long-term relationships - across Africa and beyond.

UUBO is consistently described in independent rankings as one of Nigeria's top firms. Why do you think that is?

75

EsQ Legal Practice

We are not privy to the research findings that inform rankings from year to year, but are always grateful for feedback.

We believe very strongly in the culture of providing solutions for our clients, and aim to provide accessible, commercially-oriented advice that is consistently sound on legal principle. We try very much to be partners to our clients. It is important to us to 76

EsQ Legal Practice

organisations, charities, projects and developmentoriented individuals whose activities have a positive social impact.

We are proud to have partnered with several such organisations, including Trust Law, the Thomson Reuters Foundation's global pro bono legal programme, Sidley Austin under the Sidley Emerging Enterprises Pro Bono Program, and Advocates for International Development (A4ID), to provide free access to legal advice for nongovernmental organisations (NGOs) that are making a change in our society.

Through these partnerships, our firm has had the opportunity to provide quality legal services and to help organisations and social enterprises achieve their social mission. We are constantly taking on new projects and welcome opportunities where our services can be of maximum benefit and confer meaningful social impact.

NGOs and social enterprises that have benefitted from our pro bono practice include: the Montpelier Foundation; Netri Private Foundation; Kickstart International; Private Agencies Collaborating Together; ActionAid Nigeria; Malaria Consortium.

add value. We always try to do the right thing; we aim to do things that are in our client's best interest. Even where that may be painful or require that we tell clients things that they may not always want to hear, we will be candid without deprioritising the need to do things that will be in our clients' best interest over our own. This is the firm's culture.

We also believe that the diversity of our lawyers' backgrounds, experience and

skills, approach to service delivery, contribute to this. We are very big on innovation and on looking at things creatively.

A consultant recently commented, after speaking with different members of the firm, that we are a family. This is true. As a family we aim to achieve a common objective, which is to ensure that our clients' legal needs and requirements are met in the most cost-effective manner, in

In addition, we provide legal services and support to a number of charitable and other not-for-profit organisations and projects.

Initiatives supported by the firm and its members include: accordance with the highest the Growing Businesses possible technical standards Foundation; the African and in a manner that ensures Leadership Foundation; the we are fully compliant with African Wildlife Foundation; the highest ethical standards Child Lifeline; the Children's possible.

Developmental Center (CDC); Bloom Cancer Care & Support Does UUBO give back to the Centre; the Special Olympics; the Nigerian Society for the community? How? We believe that it is important Blind; the Christian to play a role in strengthening Missionary Fund; the Art and Business Foundation, Lagos; our community and do so the African Leadership through a number of initiatives including pro bono Academy work. We advise and support 77

EsQ Legal Practice

UUBO PRIVATE EQUITY SUMMIT. Bunmi Akinyemiju Venture Garden Group at the Summit

Folake Adebowale,partner UUBO, press interview

Panel featuring solomon Wifa, Ijeoma Obatoyinbo (FBN Quest), Jeremy Cape and Paul Kokoricha (ACA)

Festus Onyia UUBO Yemi and Yewande Sadiku, Ijeoma agboti-Obatoyinbo Partner, & Chisom and Yemi Osindero of Uhuru Capital at the event (Associate) at the PE summit

Rob Bennett Freshfields and temi Awogboro, Abraaj, Facilitators Dinner

Partner Jumoke Lambo's Closing Remarks

Mezuo Nwuneli, Sahel at the Summit

Dan Agbor, Managing Partner at the event

Keynote interview participants, Udoma Udo Udoma (Minister for Budget and National Planning), Dan Agbor (Managing Partner UUBO, Moderator) & Okey Enelamah (Minister for Industry, Trade & Investment) at the UUBO PE Summit

Okey Enelamah, press interview

Ozofu Ogiemudia, Partner moderating a panel

Panel moderated by Mark Kenderdine-Davies of the CDC Group featuring Toye Akindele (Synergy) Wale Adeosun (Kuramo Capital), Idris Mohammed (Carlyle), Cyril Odu (ACA) & Patrice Backer (AFIG)

Jeremy Cape (SPB) and Linzi Mutter (Latham), Facilitators Dinner

Chirstine Sijuwade with Ms Mary Uduk, Acting DG SEC at the event

Daniel Obaseki at the summit

Tom Trimble (Moderator) with Panellists at the summit

Ozofu Ogiemudia, Partner moderating a panel

Yinka Edu, UUBO, facilitating session on private credit at the UUBO Academy

Aniekan Ukpanah, Partner-Banking & Finance and Real Estate and Infrastructure, UUBO

Christine Sijuwade and Solomon Wifa at the event

Folake Adebwoale, Partner UUBO with Ojone Kabir, head of PE at SEC and Ify Ossi of PEVA

yewande Sadiku, CEO NIPC with Bunmi Adeoye of teh FMITI at the event

Private Equity Team Members Shayo & Temi at the summit

Deloitte CoHost Tope Odukoya

UUBO partners Yinka Edu and Dan agbor at the Academy

Key members of the PE Summit Planning Committee

IFC country director Eme Essien Lorie Remarks on IFC in Nigeria

The Deloitte-UUBO Academy Delegates, cross section

Nicholas Okafor & Adeola Sunmola, Kem Ihenacho, Latham & Watkins Partners, Power Infrastructure with Dan Agbor UUBO Managing Partner & Projects teams, UUBO

Joseph Eimunjeze, Managing Associate, UUBO

John Bellew, Partner & Head of Private Equity, Bowmans

Panellists from the Disruptors panel at the UUBO PE Summit

Partner Yinka Edu with Ms Mary Uduk Acting DG SEC at the UUBO PE Academy

Partners Nichoals Okafor and Folake Adebowale at teh UUBOM PE Academy

Pannellists from Clifford Chance, ARM Harith Infrastructure Fund, Sahara Energy, Guaranty Trust Bank and Geometric Power Limited

Centre: Prof Bart Nnaji, CEO Gemoetric Power with Ike Chioke-CEO Afrinvest Kem Ihenacho & Linzi Thomas-latham 7 Watkins and Paul Onwuanibe Landmark to his left

Afolabi Oladele-african Capital Alliance Charles Omoera Stanbic IBTC Yemi Sadiku

Attendees 2 - copy

Attendees

Arrival of Special Guests received by Aniekan Ukpanah

Adeola Sunmola UUBO Partner with Queenie Orji COO UUBO

Bolaji Balogun CEO Chapel Hill Denham with Ijeoma Agboti-Obatoyinbo FBNFunds for FBNQuest

Akinola Deloitte with Wale Odusanya Stanbic IBTC

Bolaji Edu

Dan Agbor Managing Partner & Private Equity Etam Partner UUBO UUBO with Tonye Cole CEO Sahara Energy and Nick Okafor, Partner UUBO Power Infra & Projects Team

Christine Sijuwade UUBO Managing Associate Private Equity Team with Mary Uduk Director Securities and Exchange Commission and Presenter at the Pe Summit on the Sec's Role in Private Equit

Attendees International Press

Press questions for the Keynote Speakers at the Summit

THE LITTLE BL ACK DRESS Jovi Erebor

Traditionally, lawyers have been among the most conservative dressers around with the goal to err on the side of formality. It wasn't long ago that professional dress for lawyers was constrained and predictable.

W

omenswear was derivative of menswear, closets were full of monochromatic color schemes, and nude pantyhose or a jacket and tie were part of the daily uniform. It was an era of boxy-shouldered suits, when business casual was an oxymoron and dress codes

82

EsQ Legal Practice

were often strictly enforced.

shapes are making office life a whole lot more fun for many professional women who When your office dress code is work in a more casual office. relegated to a few colors, a few But for a certain section of cuts, and a whole lot of rules, ladies for whom the skirt suit you can start to feel disenfranis still king queen, there aren't chised from the Cool Work a whole lot of new trends Outfit movement that's that'll work for the 9-to-5 staff. happening right now. Bright colors, bold prints, and daring cuts like bell sleeves, cropped hems, and off-the-shoulder

Although there hasn't exactly been a sea change in the underlying dress principles, there has been a growing trend toward comfort and style, which many are embracing. These days, legal fashion has loosened up.

Depending on where you work and your practice area, women are sporting sleeveless dresses at work and men are

ESQ

LEGAL STYLE

wearing fancy ties and dress shoes with no socks. This is a change and a welcome one. I also see more color and flair where everything used to be navy and black. That's nice—it's good to have pops of color where we didn't even have those before.

But there are some trends!

Certain modern shapes can look fashion-forward without making your clothes the first thing the Judge or your clients want to talk about — you worked hard on that Written Address or Keynote presentation, after all.

Ahead, see the lawyer corporate-friendly outfits to draw inspiration from.

Probably the most common and easiest way to dress for court and office and nail the wear to work situation, this work outfit is perfect for all jobs. But it's also the most

likely to get you looking boring, unless you remember this ONE TIP: Always wear a statement piece, or add a fun item to your look, maybe your shoes, bag, jewelry, watch, lips, and nails. It's all in the details.

83

EsQ Legal Practice

A YOUNG LAWYER'S PATH TO PROSPERITY: BUILD A POWERFUL PERSONAL BRAND To borrow a phrase from Charles Dickens, for young lawyers in today's legal market, it's both the best of times and the worst of times. Worst of times because there's no place to hide. Clients are less willing to pay for the time of young associates. Law firms, therefore, can't afford to put up with mediocre performance. They are expecting more value from associates because clients are expecting more from them.

T

hings are changing so fast that young associates today face challenges that others before them did not. During the “good old days” there was great comfort in being told that you just needed to keep your head down and do good work, and everything else would fall into place in due time. you didn't need to think about things like developing business because there was plenty of business to go around for talented lawyers. Today, any comfort derived from such advice is false.

this — when things get tough — that merit matters most and opportunities to achieve stand-out success exist. Young lawyers have the chance to achieve things that were never before possible. The internet has changed everything. There are fewer gatekeepers, and those that remain have less influence. A small firm, small market, entrepreneurial young lawyer, for example, has the ability to leave just as big of a footprint in the digital landscape as anyone else.

Want to make a big impact as a On the other hand, these are the best young associate? There's little to stop you, except for your own of times. It's during moments like 84

EsQ Legal Practice

limiting beliefs about what's possible.

The Power of a Personal Brand I wrote my new book, “The Essential Associate,” for young lawyers who aspire to succeed, grow and advance on a partnership track at a law firm (or at least want to keep the partnership option open). It addresses the dual imperatives of becoming an excellent lawyer and generating work for yourself and other lawyers at your firm.

Building mastery as a lawyer and building a book of business both

ESQ

BUDDING LAWYERS

take a long time. You can't focus on one or the other in isolation.

When it comes to advancing in a law firm, you have no choice but to be smart and agile enough to work on both in unison.

While it's unrealistic to think you will bring in much — if any — actual client work without gaining more experience and expertise, it's even more unrealistic to think you'll bring in work later if you don't plant seeds for future business As a young associate, it's easy to development now — things like ignore the urgency of the need to building a network and making a build a practice. After all, it has name for yourself. likely been drilled into your head that your most important responsibilities are to work hard, This is best accomplished by bill lots of hours and perform building a powerful personal high-quality work. And, because brand. it's easier to procrastinate than it is to take action, the hard work There's no great dictionary that should be done today is put definition of the term “personal off until some undetermined brand.” Trying to define it is like point in the future.

Justice Potter Stewart trying to define “obscenity” — you know it when you see it. Take a look around your firm. I'm certain there are partners, and even associates, with strong personal brands among your ranks. These are lawyers who get calls from members of the media. They generate lots of speaking opportunities. They garner attention not for their outsized personalities (or at least not only), but rather for their outsized expertise in a particular practice area or industry.

One of the most frequently cited and helpful colloquial definitions of branding is from Amazon 85

EsQ Legal Practice

CEO Jeff Bezos, who said, “Your brand is what people say about you when you're not in the room.�

Put another way, a personal brand is the thing that sells you when you're not there to sell yourself.

A Code to Live By In my book, I provide a deep dive, step-by-step guide that details the actions young lawyers must take to build a powerful personal brand.

They include: 1. Choose a narrow niche market to serve.

2. Create awareness and build your reputation to establish relationships within your niche market.

3. Cultivate and nourish those relationships over time.

At its core, personal branding is about setting and meeting (or, better yet, exceeding) expectations. In this sense, your personal brand is a personal code you live by.

Your reputation is based on your ability to make commitments and then fulfill them. If you make a commitment and fulfill it, you'll earn trust. If you fulfill it with a sense of urgency, you'll earn even more trust.

These people are dependable.

There may be others you would reach out to after experiencing difficulty or loss.

These people are empathetic.

Others may be on speed dial if you have a home improvement project to complete. These people are resourceful. The reason you associate these people with particular attributes is that they have reinforced these qualities through their actions over time. People are drawn to others not because of the beliefs they hold, but rather because of the consistency and convictions of their beliefs as manifested by their actions.

Business development is an intensely personal endeavor.

You need to be out there, meeting people, developing and spreading your reputation among potential clients and referral sources. It takes time and energy — both in short supply for young lawyers.

Since you can't clone yourself, your ability to scale yourself is limited. You can't be There are probably a few people who immediately come everywhere, focused on to mind who you would call if everything, all at once. Despite you were ever in a tight spot. these challenges, the

Building a powerful personal brand requires a heavy dose of self-awareness. Are you generous? Are you hardworking? Are you reliable? Assess and understand your unique strengths, recognize your weaknesses and then build your brand by reinforcing your key personal attributes through all of the actions you take and the relationships you form.

EsQ Legal Practice

The Power of Ideas Here's the good news: It's not necessarily your physical presence that matters when it comes to building your reputation among potential buyers of legal services. More important is the power of your ideas, and word of mouth from people who know and trust you.

If your ideas gain traction and spread among your audience, then you can still make an impact on someone regardless of whether you have the What comes to mind when ability to engage with them members of your network think of you? What is the code one on one. If you're the type of person who makes you live by? What is the personal attribute that you are commitments and then fulfills them with a known for, both as a person sense of urgency, and as a professional? you'll gain a positive Building a powerful personal brand requires a heavy dose of self-awareness. Are you generous? Are you hardworking? Are you reliable? Assess and understand your unique strengths, recognize your weaknesses and then build your brand by reinforcing your key personal attributes through all of the actions you take and the relationships you form.

Think about your own network of friends and colleagues, and what first comes to mind when you think of individual members of your network. Chances are that you associate one or two characteristics with each person.

86

imperative to lay the reputation among people that foundation for future business matter both within and development persists. outside of your law firm.

As a young lawyer competing in today's legal marketplace, there's no doubt that you have a tough road ahead of you.

But keep in mind that the biggest opportunities present themselves in moments of adversity. Those who rise up to meet today's challenges stand to benefit most.

There are many things you need to do to become a successful lawyer. Here's a good place to start: Resolve to build your personal brand.

Now, and for the rest of your career, it will be the thing that sells you when you're not there to sell yourself.

ESQ

LEGAL DESTINATION

You've been really good at your job, well done.

Taking a vacation once in a while is not too much to ask.

You need to treat yourself to a special time not just away from the office, but away from work all together.

DUBAI: PEARL OF THE PERSIAN GULF A vacation should be a relaxing rescue from your chaotic work life.

However, if you don't adequately prepare for the vacation, you just might return feeling even more stressed than you did when you left. Planning allows you to enjoy your vacation with absolutely no worries about work. To achieve this, you need a lot of prep and planning.

F

irst, you need to be strategic with your schedule. In truth, many people face a lot of stress trying to get their work done before a vacation, and another load of more stress trying to catch up when they return from the vacation. This is why proper and careful planning is highly recommended. Don't fix anything that is highly important the day before your vacation or the first day after you get back. Set clear goals for what you want to finish before you leave and what can wait till after you resume.

sure to inform your boss (either in a sit-in meeting or in a mail), telling them who is going to be covering for you while you are away. Tie up those loose ends so you can kick back from that Dubai trip It's important that those taking like a real professional. the reins for you understand exactly what they'll be doing Yes, Dubai. And yes, everyone while you're gone. Schedule a goes to Dubai these days. But you must know there are a lot meeting with whoever is of reasons why. Dubai is most By now, your colleagues must covering for you to review visited for tourism and have been duly informed of what should be done. If you your vacation, if you are in a would like to get on their good business transaction, and it is by far the most successful leadership position, learn to side, buy them lunch while trust your team or some you meet with them, or come financial centre in the world. individuals with some back bearing gifts, something Not only has Dubai assumed responsibility. This way, you to thank them for having your the status of world leading can think about what works back. After this is done, be business centre and a sure bet Having created an auto reply email message and outgoing voicemail, make sure to contact all the high priority clients or customers a week or two before you leave for the vacation. Let them know you will be out of the office, this would help you avoid coming back from a fun-filled break to angry mails and calls.

best for you, whether you want to be completely unreachable or you want to dedicate 30 minutes of your time to work every day or fortnightly.

87

EsQ Legal Practice

Top-of-mind architecture is the Burj Al Arab. The 7 star hotel majestically standing on a man-made island is best known for its unique structure and lavish interiors.

You get to wake up to the spectacular views from the balcony of your hotel, this includes a boat and acrobatics show. There is a hop-on-hop-off bus to visit the Old Town Dubai, the gold souks for great gold in UAE. You will enjoy stories of the area and seeing the sites as you drive by places like the Dubai Museum, the Creek, fishing areas and the show boats.

Dubai, about 90% of residents are expatriates from different countries of the world; you get to experience different lifestyles and wonders all in one country.

for international business interactions, it also provides you with investment opportunities to put your legitimate earnings in properties and other valuables with the full assurance that the Dubai authority are fully responsible to making sure the city is the best investment destination in the world.

Apart from the investment opportunities and security, it 88

EsQ Legal Practice

has a liberal policy which attracts rich individuals to own properties without worrying about heavy taxes.

Dubai is one of the few cities in the Middle East that is very open to welcoming tourists.

Situated in the east of the Arabian Peninsula and Southwest of the Arabian Gulf, the city is most celebrated for its constant sunshine, stunning coastline, and vast deserts, among others. In the city of

The city takes pride in its good enforcement of law and order throughout the city, giving visitors a feeling of safety and security while they explore the area. Ultimately, even though Dubai is considered as a safe travel destination, it is still

Offering a view of the city like no other, the tallest building in the world gives visitors a glimpse of how much the city has changed in the past years.

Another top-of-mind architecture is the Burj Al Arab. The 7 star hotel majestically standing on a man-made island is best known for its unique structure and lavish interiors. You get to wake up to the spectacular views from the balcony of your hotel, this includes a boat and acrobatics show. There is a hop-on-hop-off bus to visit the Old Town Dubai, the gold all good!

Burj Khalifa, Burj Al Arab, imperative to be cautious of souks for great gold in UAE. yourself, your belongings and There is no shortage of hotels Miracle Garden, and beautiful You will enjoy stories of the seven-star hotels.

The beauty the surroundings. Also, the in Dubai, especially luxury area and seeing the sites as of Dubai knows no bounds, municipality is very strict with hotels. You can also check and it is known as the city that you drive by places like the regards to community rental sites. In terms of the Dubai Museum, the Creek, regulations, especially with best location, you should first makes things happen. fishing areas and the show food handlers' hygiene and think of Dubai as a long strip. boats. overall food safety. So you're The most central location, and Dubai has a rich history that hence the most crowded, is will give any visitor a feel of around the Dubai mall which the traditional Arabic culture. You can only visit Burj Al Arab is where Burj Khalifa is A popular historic attraction is if you are a guest of the hotel or if you have reservations at located. At the other end is the the Dubai Museum. Located one of the restaurants. And if Dubai Marina with Palm inside Al Fahidi Fort, one of Jumeirah and Burj Al Arab Dubai's oldest structures, the you get to have a 7 course close by. museum is home to important 'high tea' in this hotel, which On the complete opposite end artifacts and inspiring stories by the way is a big splurge, that make up the city's modest you just might want to see of this “strip� is the Dubai what the inside of a 7 star roots. airport and Old Dubai with hotel look like! 'High tea' takes the souks. Along most of this strip is Jumeirah Beach filled Bastakiya is also one of the go- place on the top floor in their with beach resorts, shops and to places for a trip to the olden Skyview restaurant. The floor restaurants. Based on your times. It is most known for its to ceiling windows allow for spectacular views of the city interests, you may prefer to wind towers designed to stay closer to one of these provide air conditioning in the and Palm Jumeirah. landmarks. dry city in the past. It now The high tea itself consists of houses several art galleries dates, finger sandwiches, a and various shops.

Many people enjoy sharing mini quiche, scones, pastries, a pictures and stories of this glass of champagne and of unique place, whether it's their People who are asked about first or umpteenth time. There any landmark that they equate course a large selection of teas. are a lot of fabulous, recordwith Dubai will probably give There is a harpist playing and the service is exceptional, so if holding structures like the a resounding 'Burj Khalifa.' you are on the vacation with a 89

EsQ Legal Practice

building.

loved one, it sets a perfect romantic scene. After tea, you can head down to the outdoor pool area which has a swanky bar and hip music playing.

Here, you get to take in the beautiful water views and enjoy the warm ocean breezes.

If you have been on the South Beach in Miami, this scene would sure bring back memories! Even the lobby of the Burj Al Arab, with the aquariums built into the walls, is a sight to behold.

Afternoons and evenings spent here will be some of the highlights of your vacation in Dubai.

some time so keep this in mind if you plan to attend brunch there.

system.

By now, you must have noticed the “world's tallest”, The restaurants feel more like “world largest” and “world biggest” theme. Dubai alone clubs than restaurants, more full of life with loud music and has that effect. The Dubai many buffets of different types fountain was designed by the of cuisines and beverages. You same company that created the famous fountain in front of could literally spend the full the Bellagio Hotel in Las four hours here eating and Vegas. drinking. This is a great atmosphere if you are seeking a day-time party atmosphere. While on your Dubai trip, please be sure to take a trip to Abu Dhabi. Your first stop will Burj Khalifa is the tallest structure in the world, located probably be the Sheikh Zayed at the Dubai Mall which is the Grand Mosque which is the largest mall in the world. You largest mosque in the UAE. Be aware that ladies must dress can purchase tickets in In Dubai, weekend days are advance to the observatory on in traditional wear when Friday and Saturday and the top floors. You can choose visiting The Grand Mosque. brunch on Fridays is a main to go at sunset which is prime Taking pictures at this event. After being caught in stunning place is on a lot of hours but it is a bit more rush hour traffic all day on expensive and more crowded. people's bucket list, to be Thursday, you can go back honest. After touring the However, on hazy days, the home to try Dubai's metro mosque, you should visit the views are not so great. After system. You can try the allthe observatory, you can head man-made Yas Island. you-can-eat-and-drink brunch back to view the Dubai at Saffron restaurant but Fountain, the world's largest Yas Island is known for Ferrari walking to the restaurant takes choreographed fountain World, Yas Waterworld and the Yas Marina Circuit, which has the Formula One Grand Prix. It also has luxury hotels, a shopping complex with restaurants, and an arena.

Upon leaving this place, your next view is of the Saadiyat Island, home of the new Louvre museum. If you stop for lunch and shopping at Heritage Village, you will have great views of the Abu Dhabi skyline as well as the Marina. The marina is the sight of the future Fairmont Marina Resort and Residences which is a towering pink 90

EsQ Legal Practice

You can get a private tour guide from the Emirates Adventures who will be able to gain entrance into Emirates Palace. Emirates Palace is a 5 star hotel in Abu Dhabi, with classic elegant interiors compared to the more modern, flashy décor seen at hotels. At the entrance of the hotel, you have a perfect view of the Etihad Towers, 5 sleek cylindrical towers that were featured in the movie Fast and Furious 7. Adjacent to the towers is the Bab Al Qasr luxury hotel with a exterior of Moroccan style and bronze appearance.

Another place that may excite you is the warm Arabian Sea, and if you love such scenes, the clear turquoise water and soft sand with futuristic skyscrapers in the background, would really impress you.

There are a lot of activities in Dubai but one you must not miss out on is the Desert Safari. Many people choose the Arabian Adventures for this particularly popular one.

You start at a falcon exhibit, falcon because it is the national bird of the UAE and a symbol of courage. After this, you head on to the desert for sand dune bashing where you go on a wild ride through the desert in a 4x4 SUV. You can from here go to a camp to enjoy belly dancing, barbecue meals, henna tattoos and a camel ride, oh, by the way, getting on a camel is a lot harder than it looks but it is a lovely memorable exercise.

This is one of the hundredth best locations for a bunch of pictures and your guide may give you picture tips and ideas, like ask you to jump at sunset on your desert safari.

The beauty of capturing the yellow and black colors of the sun with you in mid-air can only be appreciated when there is pictorial evidence.

INTERVENTION WITHIN THE ELECTRIC POWER SECTOR AN OVERVIEW OF LAGOS STATE ELECTRIC POWER SECTOR REFORM LAW

The Lagos State House of Assembly recently passed the Lagos State Electric Power Sector Reform Law (the "Law") and same has since been assented to by the Lagos State Governor. The Law essentially aims to boost electricity supply in Lagos State (the State) through the establishment of an embedded power scheme and the creation of offences for energy theft.

I

n addition, in line with the calls amongst industry stakeholders for stiffer penalties or offences to be created to curb the rampant level of energy theft which is significantly affecting the attempts to reduce commercial losses, the Law creates a variety of energy theft related offences with commensurate penalties.

Some of the Key Highlights include: The Embedded Power Scheme: One of the major features of the Law is the establishment of 1 2 3

a scheme for the improvement of electricity supply within Lagos State through embedded power generating plants/projects. Under the Embedded Power Scheme, the Lagos State Government ("LASG") will work with embedded power generation companies licensed by the Nigerian Electricity Regulatory Commission ("NERC") and the Lagos State Electricity Board (the "Board") (Embedded Power Providers), feedstockl merchants and suppliers, and the distribution licensees (Discos) operating within Lagos State (the "Lagos Discos") to improve power

supply through the development of embedded power projects. Power generated under the Embedded Power Scheme will be deployed to certain areas of the State to be identified and designated by the Board. 2

under a Feedstock Supply Agreement.

The Law also empowers the Board to liaise with NERC to develop special cost reflective tariffs for all projects under the Embedded Power Scheme. The tariff will however still be subject to NERC's approval and the current regulatory To guarantee supply of feedstock to embedded power framework under the Electric Power Sector Reform Act. In plants under the Embedded addition, section 23 of the Law Power Scheme, the Law provides that the Ministry provides that the LASG will appoint feedstock merchants may provide financial indemnities issued through (Feedstock Merchants) to aggregate feedstock from feed the Lagos State Ministry of Finance and Debt stock suppliers and sell Management Office to aggregated feedstock to Embedded Power Providers Embedded Power Providers

Feedstock is defined under the Law as natural gas, LNG, LPG, CNG, coal, biomass, waste and other feedstock which can be utilized by an Embedded Power Provider.

Section 17(n) of the Lagos State Electric Power Sector Reform Law Section 17(g) of the Lagos State Electric Power Sector Reform Law

91

EsQ Legal Practice

and Feedstock Merchants. The objective of this is to guarantee liquidity and bankability of the projects under the Embedded Power Scheme.

Similar to the role played by the Federal Ministry of Finance and DFls under the PRG schemes.

Establishment of the Lagos State Electricity Board: The Board is established under the Law as the implementing authority of the Embedded Power Scheme. The functions and powers of the Board under the Law includes, providing support to Embedded Power Providers to obtain necessary licenses, permits and approvals, generating, transmitting and distributing electricity to areas not covered by the national grid, liaising with NERC and other relevant agencies in relation to projects under the Embedded Power Scheme, providing approval to entities intending to operate power plants in Lagos with capacity greater than 1 megawatt, and registering of all power plants in Lagos.

Establishment of the Lagos State Embedded Power Council (the "Council"): The Council will be 4 5

92

constituted by representatives of sector stakeholders such as, the Lagos Discos, Manufacturing Agency of Nigeria, Lagos State Electricity Consumers Association, Lagos, Embedded Power Providers, the Board, the Lagos State Ministry of Energy and Mineral Resources. Other entities that will have representation on the Council include, trade unions in Lagos State, the Lagos State Ministry of Finance, the Ibile Oil and Gas Corporation, the Lagos State Ministry of Justice and all Local Government Council Development Areas. We note that upon due constitution the Council could potentially have a membership in excess of 50 people, which could become unwieldy, cumbersome and cumbersome.

The quorum for meetings is 15 members and decisions are made on a majority of votes of members.

Ministry of Energy and Mineral Resources: Under the Law, the Ministry of Energy and Mineral Resources is given the remit to be responsible for the overall coordination of the energy policies and programs within the State. The Ministry is mandated to appoint and issue licenses to Feedstock Merchants to procure aggregate feedstock for utilization under the Embedded Power Scheme. The Ministry is also to initiate incorporation of special purpose vehicles for implementing the Embedded Power Scheme, potentially meaning that the state The Council is mandated government could establish a under the Law to primarily private company to carry on liaise with all stakeholders in business of electricity the State and advice the LASG generation. on all issues relating to power supply in the State and Licensing Regime: electricity tariffs, address Pursuant to section 51 of the consumer complaints in the State subject to NERC Forum Law, no person or company is Regulations and liaise with all to operate a power plant within Lagos State without the stakeholders in the State on approval of the Board. In issues relating to electric power. The Council is to sit at addition, section 17(w) of the Law, requires the Board to least four times every year. maintain a register of all

power plants with a capacity of 1 megawatt and above in Lagos State. It is important to note that these provisions create a potential dual registration / licensing regime for power generating companies that are licensed by NERC but wish to locate their operations plants within Lagos State. This would potentially increase the administrative and regulatory burden imposed on such companies and make operating in Lagos State less attractive for them.

We note that the Electric Power Sector Reform Act empowers NERC to provide licenses to entities or persons seeking to own or operate an undertaking for electricity generation exceeding 1 megawatt, while allowing ownership of power generation equipment with capacity of 1 megawatt or less to do so without the need for obtaining a license from NERC4 Therefore if a power generation company has obtained a power generation from NERC, we are of the opinion that it will be in good standing if it does not seek approval from the Board to own or operate a power plant in Lagos State.5

Sections 6 and 98(2) of the EPSRA This is in line with the doctrine of covering the field. See Minister For Justice And Attorney-General Of Federation v. Hon. Attorney-General Of Lagos State 2013) I-PEI-R20974 (SC); National Lottery Regulatory Commission & Anor v Attorney General of Lagos State Suit No: FHC/ABC/CS/07

EsQ Legal Practice

For the Distribution Companies, the competition transition charge could be justified on the basis that the Distribution Companies already made adequate infrastructure provisions to ensure the provision of electricity to the departing eligible customer. Whilst allowing the Minister to declare eligible customers, the EPSRA requires that where the Minister, after consultation with the President.

Establishment of the Embedded Power Stabilisation Fund: Section 27 of the Law provides that subject to NERC's approval, a sum of 2% of the tariff payable by consumers under the Embedded Power Scheme is to be added to end user tariffs and is to be paid into an account designated by the Board. The funds in the account (the "Embedded Power Stabilisation Fund") will be managed by a fund manager appointed by the Board. The accumulated funds will be used to, meet administrative expenses of the Embedded Power Scheme, and to mitigate losses arising from variables in the tariff model. A power fund management company is established under the Law to oversee management of the Embedded Power Stabilisation Fund.

We note that in a situation where the consumers are objecting to increase in tariffs, this is an additional burden and the possibility of this being accepted by consumers

connected to the national grid or where there is very limited grid presence.

In conclusion, with the introduction of the Embedded Power Scheme under the Law, Lagos State appears to be wooing investors to invest in is doubtful. remove unlawful connections providing new generation and devices, disconnect capacity to improve electricity supply of electricity to any generation and distribution Introduction of Energy Theft building for failure to pay for within the State. This is Offences: electricity consumed, and evident with the provision of The Law has extensive arrest persons in connection financial indemnities and the provisions introducing various with the enforcement of the assurance of special cost offences. These include Law. The Law does not vest reflective tariffs (which offences for, unlawful the Power Task Force or any stakeholders have long been connection of electricity lines other agency with the power calling for) for projects under or cables, meter tampering, to institute actions for the the Embedded Power Scheme. diversion of electricity, prosecution of the offences This will likely attract existing destruction of electric meters created under the Law. generation companies to equipment, lines, supplying of Therefore the duty of invest in the providing electric power without a prosecution of offences under electricity in the State as well license, dealing with the Law may fall on the Police as provide opportunities for unauthorized and the Director of Public new players to invest in network/infrastructure Prosecutions. providing embedded obstruction of officials of generation or supply feedstock electricity companies who are to embedded generation Developing Off-Grid Power carrying out their lawful providers.

Projects: duties, amongst others. The Section 17(s) of the Law gives Law provides stringent Aluko & Oyebode is a full service law firm, the Board the remit to punishments which include providing a comprehensive range of establish power stations in fines and prison sentences. specialist legal services to a highly areas not covered by the diversified clientele. Recognised for our Embedded Power Scheme. In industry focus, we are strong across all the A Power Task Force is addition, section 17 (o) of the key industry sectors: energy and natural established under the Law for Law empowers the Board to resources; financial institutions; infrastructure; transport; telecommunicathe enforcement of the generate, transmit and tions, media and technology. provisions of the Law. Section distribute electricity to areas Further information about the firm: 48 of the Law grants the Power not covered by the national Task Force with the power to grid within the State. Such Muhammed Drive (formerly Bank Road), search and inspect premises to projects will likely be in rural Ikoyi, Lagos, Nigeria ascertain if any energy theft areas or newly developed +234 1 462 8360 | Fax +44 207 681 3402 offence is being committed, communities that are yet to be www.aluko-oyebode.com 93

EsQ Legal Practice

ESQ

BACK LASH

BACKLASH:

JUDGES & COURT DISTRACTIONS:

SHOULD GESTURE BE MADE DURING ARGUMENTS? In Nigerian Courts, Judges are Lords in their courtrooms and for the hearing and determination of a suit, they are the final arbiters. Therefore in carrying out their duties, most Judges in Nigeria hate being distracted and the reason for this isn't farfetched because they take their time to record proceedings. Distracting a Judge in Court is like preventing him from carrying out his/her obligatory duty of hearing both sides to a dispute.

M

into the situation by examining everyone's body language. A smart lawyer also needs to observe the body language of the Judge as getting a wrong impression may be fatal to his case.

The courtroom was empty except for her, the other lawyer and the two parties.

She was several minutes into her arguments when the Judge interrupted her saying angrily; 'Ma'am would you stop nodding your head and drumming the table with your fingers, I find it very distracting”. The Judge's request had made her lose track of her arguments and she tried so hard to keep her body language in check but she couldn't. She opined that she probably lost the motion because of the gestures she made while arguing.

of exhibiting their human nature. Therefore, to avoid offending the Judge with gestures, most experienced lawyers would recommend being “natural”. Most Nigerian Judges can easily detect and get irritated with attempts at making grand It is important to point out gestures, scripted responses that the Rules of Professional and emotions, false outrage, Conduct (RPC) 2007 provide and arrogance not just on the that it is the duty of a Lawyer What happens then when a part of the Lawyer but also on to maintain a respectful Lawyer who argues his case witnesses.

Frowning, a raised makes disturbing gestures in attitude towards the court. eyebrow, surprised look, What then happens when a the Court-room? Can a agitation, and other emotions Lawyer avoid making gestures Lawyer canvassing his can usually be easily perceived during arguments? Many are arguments is told to stop in the face of the judges. It is making gestures while doing of the view that gestures important to be mindful of cannot be avoided in a Court so? If the Lawyer refuses to these especially when you are obey, has he contravened the room. There are many in a situation wherein it provisions of the RPC? It is important to point out instances where lawyers in that many gestures are made appears extremely difficult to Nigerian Courts need more make the judge accept your during submissions in than legal knowledge, Sharing the experience of a Nigerian Courts ranging from line of questioning or when research, and witnesses to win female lawyer in one of our the other lawyer's objections mannerisms, to nodding of a case. It's also important to be Nigerian Courts: are successively getting heads, keeping a poker face dynamic and quickly reactive when a ruling is passed, facial sustained. in the Court room. There are She recalls when she first leant grimaces etc. Many are of the many unexpected things that how easily her gestures opinion that these gestures are bound to happen so it annoyed a Judge. She had cannot be avoided as helps having a way to read picked a date for her motion. prohibiting same denies them any a time, Judges react to this distraction through their appointed Orderly who try to maintain Court room decorum, they could also cite the person distracting the Court for contempt of Court.

94

EsQ Legal Practice

LEGAL PRACTICE

SERMINARS

Esq Derivatives DOCUMENTATION SCHOOL For enquiries & registration call:

+234 811 019 4344 +234 803 526 9055 esqtrainings@gmail.com

29th - 30th August, 2017 17th - 19th July, 2018

NECA HOUSE

A2 HAKEEM BALOGUN STREET AGIDINGBI - IKEJA, .

LAGOS.

SHOULD GESTURES BE MADE DURING ARGUMENTS?

THE LITTLE

A LEGAL PERSPECTIVE

BOWING OUT WITH OVATION ALHAJI TIJJANI BORODO N1500 $3.85 £3.12 1 234567 891019 1 234567 891019

11213 11213

FINANCE

MARKETING

MANAGEMENT

TECHNOLOGY

SPORTS

LIFESTYLE