Commercial contracts, board governance and growth.

A commercial contract is only as valuable as its performance when market conditions tighten. Across manufacturing, trade, professional services, hospitality, energy services and distribution in Nigeria, businesses frequently sign multi-year agreements with fixed Naira pricing, vague delivery milestones and boilerplate force majeure clauses copied from foreign templates. When input costs surge or a logistics bottleneck occurs, the contract offers no commercial mechanism to rebalance the price or pause performance cleanly.

We design contracts around operational reality. Every supply, distribution or service agreement we draft establishes objective acceptance protocols (so a client cannot delay payment indefinitely by alleging vague dissatisfaction), tiered price-review and indexation clauses tied to verifiable cost benchmarks, and explicit retention-of-title provisions ensuring ownership of goods does not pass until cleared funds hit your account.

Equally critical is liability allocation. We eliminate hidden consequential-loss exposures, align warranty periods with back-to-back manufacturer warranties, and ensure that termination clauses distinguish clearly between termination for convenience (which must trigger fair demobilisation and work-in-progress compensation) and termination for material uncured breach.

Many closely held and mid-market Nigerian companies outgrow their original incorporation documents years before anyone updates them. When a company’s turnover reaches hundreds of millions or billions of Naira while still relying on generic default Articles of Association, any disagreement between shareholders over dividend payouts, working-capital reinvestment, bank borrowings or family succession can paralyse the business.

Under CAMA 2020, directors owe strict fiduciary duties of care, skill and loyalty to the company, and statutory rules govern quorum, notice of meetings, disclosure of personal interests and major asset transactions. We work with boards and business owners to put a bespoke Shareholders’ Agreement in place alongside updated Articles of Association. Together, these documents define the company’s dividend policy, how additional working capital is funded (and how non-contributing shareholders are diluted fairly), and how share transfers are restricted through Right of First Refusal (ROFR) clauses.

Inside the business, we implement a clear Corporate Governance and Delegated Authority Framework. By defining exact monetary thresholds for contract execution, banking mandates, capital expenditure and senior hiring, the board empowers the Managing Director to run day-to-day operations briskly while preserving board oversight over strategic commitments.

When an established business decides to acquire a competitor, buy out a partner’s division, or form a special-purpose joint venture to bid on a major infrastructure or corporate tender, the legal structure of the deal determines whether value is created or destroyed. A crucial threshold decision is whether to structure the transaction as a Share Purchase (acquiring the target company entity) or an Asset Purchase (cherry-picking specific equipment, contracts, inventory, real estate and brand rights while leaving historical tax and litigation liabilities behind).

Our corporate transactions team leads structured legal due diligence across corporate records, material customer and supplier contracts (checking for change-of-control termination triggers), regulatory licences, employee pension and tax compliance, intellectual property and ongoing litigation. Every risk uncovered in diligence is translated directly into the transaction documents through price adjustments, specific indemnities, conditions precedent to completion, or holdback/escrow arrangements.

Where transactions meet the turnover thresholds of the Federal Competition and Consumer Protection Act (FCCPA), or require sectoral approvals from regulators, we map the approval timeline early so completion mechanics and long-stop dates remain realistic.

Real estate is often one of the largest balance-sheet commitments an operating business makes—whether purchasing land for a warehouse or factory, using property as collateral for commercial bank facilities, or signing a multi-year commercial lease for corporate headquarters in Victoria Island, Ikoyi, Lekki or Ikeja.

In Nigerian property transactions, relying solely on a seller’s photocopied Deed of Assignment or unverified Certificate of Occupancy exposes a business to competing family claims, undisclosed mortgages, government acquisition revocations or defective Governor’s Consent chains. Our real estate practice conducts rigorous root-of-title investigations, coordinates official Land Registry and Probate searches, reviews survey plan coordinates and manages perfection of title from execution through stamping, Governor’s Consent and registration.

For commercial tenants and corporate landlords, we draft and negotiate commercial leases that leave zero ambiguity around service-charge audits, power and diesel escalation formulas, structural vs. routine repair obligations, fit-out rent-free periods, subletting rights and renewal options.

An operating business’s most sensitive vulnerabilities often sit inside its workforce and counterparty relationships. Senior sales directors, engineers and operations managers have access to pricing models, client lists and trade secrets. Simultaneously, Nigerian labour jurisprudence—particularly at the National Industrial Court of Nigeria (NICN)—scrutinises termination procedures, disciplinary hearings, redundancy consultations and restrictive covenants closely.

We draft executive employment contracts, employee handbooks, disciplinary codes and confidential information protections that comply with Nigerian labour law and international best practices recognized by the NICN. When restructuring or executing redundancies, we guide management step-by-step through lawful notice, consultation and severance documentation to prevent wrongful-termination claims.

When external commercial disputes arise—whether over unpaid invoices, defective supplier deliveries or partnership breaches—our commercial disputes team focuses on commercial recovery rather than endless procedural delay. By combining tight contractual notice compliance, multi-tiered negotiation, Lagos Court of Arbitration / NICArb arbitration clauses and enforceable settlement deeds, we protect both your balance sheet and management bandwidth.