Corporate / Commercial

01

If you want your business to be successful, you need more than just a good legal technician to help you achieve your objectives. You need lawyers and law firms who, individually and institutionally, have a commercial understanding of your legal issues and interests. This is what makes the difference between an acceptable legal result and a great business success.

Solola & Akpana is the legal partner you need. In addition to offering a complete range of corporate/commercial law services, our Corporate/Commercial Practice Group includes six focus areas of practice that are essential to the success of your enterprise.

Our team includes seasoned professionals in each of these areas, allowing us to produce a coordinated and multi-perspective understanding of each client’s goals and expectations, with unsurpassed levels of cost-effectiveness that help our clients achieve a solid positive return on their investment in our services.

Our Corporate/Commercial services include:

1.1) Intellectual Property

No law firm today can credibly claim to offer “full service” corporate/commercial advice without robust intellectual property law capabilities. For

1.2) Banking and Corporate Finance

We offer a complete range of specialised services for commercial banks and other financial institutions operating in Nigeria, with commercially-aware,

1.3) Mergers and Acquisitions

We draw from our comprehensive store of legal expertise and experience, and combine it with our thorough understanding of the

1.4) Securities and Capital Markets

Our Firm is highly active and respected in the Nigerian capital market. We go above and beyond to fully understand

1.5) Company Secretarial, Governance, and Compliance

Yes, we provide traditional company secretarial services. But more than that, we help companies prepare for the future by delivering

1.6) International Investment and Divestment

We’re more than a mere administrative extension. As a Firm that delivers service that’s a cut above the rest, we

02

Energy / Natural Resources

This sector illustrates perfectly how combining our deep knowledge in the sector with our exceptional love for our craft results in shared success for us and our clients.

Our lawyers are experienced in the legal, regulatory, and economic challenges of establishing and operating a successful energy or natural resources enterprise in Nigeria. We work in this field every day. Our lawyers, regardless of their primary practice focus, are ready to support the central role of our Energy/Natural Resources Practice Group to deliver unrivalled service to the business community in Nigeria and to investors worldwide.

We take it even further. We also help our clients not only to respond to the increasingly sophisticated changes and challenges of compliance with environmental laws and regulations, but also to anticipate them to avoid greater risks in the future.

Our leading services:

Advice on operation and maintenance agreements for power generation facilities and power plants
Transaction support in energy-related acquisitions and mergers
Proactive regulatory advice
Project structuring advice and services
Take-off agreements
Acquisition and integration of power assets
Construction agreements
Power-purchase agreements
Proactive legal risk assessment and advice on environmental compliance
Preparation of annual compliance registers for applicable environmental laws
Seamless coordination with environmental litigation specialists in our Litigation/Arbitration Practice Group

Examples of the value we've delivered for clients

Advised Daewoo Nigeria Limited on its operation and maintenance agreement for the Afam V and Afam VI power generation facilities
Advised an international investment fund on a proposed loan of USS124 million to pay
a purchaser’s bid price for a power distribution company
Represented a client in a USS3 million project consultancy contract with a power holding company with respect to seven medium-sized power plants
Advised a bidder in its acquisition of 80% interest in an electricity generation company, as part of the privatisation of Nigeria’s power generation sector
Acted for a major gas pipeline company in the review, amendment, and rewriting of a four-country International Project Agreement for the supply of gas through a USSI billion gas pipeline from Nigeria to Ghana, Togo, and the Benin Republic, as well as
associated commercial agreements governing international gas sales, purchase and transportation, and financing
Annually prepare a comprehensive environmental compliance register for oil majors to alert them to the potential impacts of all environmental laws applicable to their operations in Rivers State, Bayelsa State, and Imo State
Successfully defended SPDC, Chevron, and Total E&P in several matters bordering on compliance with environmental standards

03

Labour / Industrial Relations

It is often said that people are one of the most important assets for a business. However, people are more than just an asset. We understand this all too well, and we know that managing people requires ongoing care and can also sometimes imply serious legal risks.

We guide our clients through the obstacles related to managing their people by delivering commercially-aware and cost-effective advice and support through all stages of their experiences with their employees – from hiring, through workforce structuring and human resources management compliance, to the eventual end-of-employment relationship.

More than this, we not only help our clients respond appropriately and efficiently to problems when they arise, but also help them spot and understand legal vulnerabilities and practical risks in their employment and human resources management policies and procedures.

Our leading services:

Employment contracts preparation, review, and advisory
Workforce integration and industrial relations in acquisitions and mergers
Advice and legal risk management in innovative workforce structuring, such as outsourcing
Proactive legal risk management advice in recruitment and personnel policies and procedures
Application for CERPAC permits
Employee injury claims and recovery
Providing Work-from-Home (WFH) legal advisory and structure to human resource departments within organizations

Examples of the value we've delivered for clients

Successfully defended an indigenous oil exploration company against a wrongful dismissal claim by a former employee
Represented several oil services companies in settlement negotiations for compensation for workplace accidents
Regularly advise a human resources management consultancy company on legal and regulatory issues in recruiting, termination of employees, taxation, and compliance
Regularly assist our clients in obtaining expatriate quota from the Ministry of Interior and renewing residency permits
Successfully defended our clients in several workplace sexual harassment lawsuits
Advised a Nigerian Oil Company on employee injury claims procedure under the relevant Nigerian laws
Advised a Cleantech company on the HSSE minimum requirements for employee safety under an offshore oil & gas project
In light of the COVID-19 restrictions, advised an international oil company on the suitable
WFH structure to ensure employee privacy, fair labour practices, and compliance with labour laws such as primary place of work, allowances for outpost work, per diem payments for overtime, and related matters
Advised a multinational company on payment of hazard allowances to workers in the oil & gas sector
Advised a National Gas Company on employee unionisation of contract workers, casualisation, collective bargaining agreements, and sundry labour matters
Continue to provide support in employment settlement and negotiation claims against our clients

04

Litigation / Arbitration

Disputes are an unhappy facet of business life. Even when you win, they can be costly, time-consuming, and distracting from your business objectives and daily operations.

Our goal is to reduce these burdens by assembling a team of legal experts and skilled advocates who understand your interests inside out – not only in the dispute, but beyond it – and are committed to obtaining the best possible results, whether by alternative dispute resolution methods, formal arbitration, or, if necessary, full litigation.

Our leading services:

Representation in trial and appellate courts and tribunals throughout Nigeria
Representation in both domestic and international arbitration
A team of legal experts and skilled litigators assembled to fit with each client’s industry or business sector and the nature of the issues at stake
Proactive dispute resolution management to anticipate and, when possible, avoid unnecessary delays or procedural complications
A “litigator’s perspective” to support our advice about non-contentious matters, by pointing out the possible obstacles and pitfalls and helping our clients design
dispute-avoidance strategies

Examples of the value we've delivered for clients

Successfully prosecuted a suit at the Federal High Court in which demand notices issued by the Rivers State Ministry for Commerce & Industry against two telecommunications infrastructure service provider companies for payments in excess of N2 billion as business registration/renewal of business places and penalty for non-compliance were declared illegal
Successfully defended a claim in excess of N3.9 billion in a complex EPC contract arbitration dispute
Successfully defended a claim of circa $100 million in a breach of contract arbitration dispute on behalf of a major loC
Successfully defended a major UK-based law firm and two of its partners in multiple suits against them in Nigeria
Successfully defended a multinational oil company in a suit filed by members of a host community regarding royalties and rental payments allegedly owed to them from our client’s oil exploration
Successfully secured the dismissal of a winding-up petition against a leading Indigenous oil company
Successfully secured dismissal of several suits against our clients-major international oil companies – by their host communities
Successfully defended several major oil companies in multiple lawsuits for claims arising from oil spills in various communities in the Niger Delta region
Successfully defended several clients operating in different sectors of the economy against wrongful dismissal/termination claims by former employees
Successfully prosecuted and/or defended corporate and individual clients in suits bordering on complex contract disputes, libel and torts, at both trial and appellate courts

05

Data Protection Compliance

Data is the new gold. However, it is vital to treat this data with respect and to be compliant with data protection regulations. With our mastery of this topic, we are the perfect partner to help you gain the most value out of your data protection efforts.

With the advent and recognition of data privacy rights and obligations in Nigeria pursuant to which the Nigeria Data Protection Regulation, 2019 (the NDPR), the Nigerian Data Protection Regulation: Implementation Framework 2020 (the NDIF), and the Guidelines for the Management of Personal Data by Public Institutions in Nigeria, 2020 were enacted, it is imperative for companies, public institutions and individuals who control and process personal data of individuals to comply with the NDPR.

As a Data Protection Compliance Organization (DPCO) licensed by the National Information Technology Development Agency (NITDA), we have an extensive understanding of the documentary, procedural and organizational measures required by entities and individuals to remain data protection compliant within the purview of the relevant laws.

Our leading services:

Conducting an adequacy audit and a process audit on data protection processes within an organization
Preparing and issuing a data protection audit gap assessment report, while interfacing with relevant organizational heads on implementation procedures and deadlines
Filing of Data Protection Compliance Audit Reports
Conducting Data Protection Impact Assessment Tests prior to the commencement of key projects/collection of sensitive personal data
Documentation of requisite Data Protection Compliance Policies
Maintenance of the Data Assets Register/Inventory
Training of an organization’s key staff processing personal data
Data Breach Incident Investigation and Remediation Procedure Service
Conducting Penetration and Vulnerability Audits and implementation of recommended gap plugs
Data Protection Policy making
Implementation of Data Protection/Information Security standards
Interfacing with the Civil Service of states within the Federation on data protection awareness and compliance within the State

Examples of the value we've delivered for clients

Conducted the statutory data protection compliance audit and privacy practices on The Shell Petroleum Development Company Limited (SPDC), Shell Nigeria Exploration and Production Company Limited, Lubrik Construction Company, Craneburg Construction Company, and Daewoo Nigeria Limited
Provided a data protection compliance opinion and strategy to a major commercial bank on the transfer of customer banking information to a State Internal Revenue Service
Advised SPDC on the instances and procedure for self-reporting under the Nigerian laws in event of a personal data breach
Prepared and issued data protection gap assessment reports to several national and multinational companies in Nigeria
Advised a major construction company on the roadmap to compliance with the NDPR
Conducted data protection impact assessment tests for a syndicate real estate acquisition involving the disclosure of tenant’s personal data to the purchasing entity
Prepared and reviewed data protection compliance policies for our clients
On a periodic basis, provide legislative updates to our clients on data protection best
practices
Help ensure data protection compliance capacity building within organisations

06

Taxation / Corporate Governance

Tax laws affect everything that our clients do. This means our advice must be legally skilled and commercially aware, and is typically a product of the deployment of minimisation/avoidance techniques. There is no room for error, and our team of skilled experts are more than prepared to deliver the value our clients expect.

In fact, we meet this challenge head on by embedding our tax expertise in all our services to both corporate and private clients. We ensure that every lawyer assigned to the transaction or case proactively asks about, is aware of, and understands any significant tax issues or implications, and is prepared to propose realistic options for the client. This means that our clients can be confident that we have considered any probable impact of Nigerian tax laws and regulations on their decisions and initiatives.

Our leading services:

Transfer pricing and related party transaction advisory
Tax avoidance/deferment structures in commercial transactions
Personal income tax and employment related remittances
Advisory on tax incentives, benefits, free trade zone corporate structures, and non-resident persons’ tax remittance compliance
Estate transfer, wills, and gift disposition structures to reduce tax exposures to the barest minimum permissible by law
Thorough, responsive, and accurate advice on all aspects of business and individual taxation in Nigeria
Industry-specific and deal-specific analyses of tax issues and implications in the banking, construction, and real estate, oil & gas, and power sectors

Examples of the value we've delivered for clients

Advising on the tax remittance compliance for non-resident companies in a multi-party trade structure
Transaction structure for a foreign company deemed to have significant presence in Nigeria following the enactment of the Income Tax (Significant Presence) Order of 2020
Preparing and monitoring a tax remittance schedule on a tiered payment transaction involving multinational parties.
Advising an FMCG giant in Nigeria on the transaction structure for a related party foreign loan transaction to ensure compliance with the arms-length requirement
Successfully prosecuted a suit at the Federal High Court in which demand notices issued by the Rivers State Ministry for Commerce & Industry against two telecommunications infrastructure service provider companies for payments in excess of N2 billion as business registration/renewal of business places and penalty for non-compliance were declared illegal