Legal due diligence, investment term sheets and exits.

In high-velocity venture and private equity transactions, target companies frequently present polished pitch decks alongside incomplete statutory records. A founder may believe an early angel or departed co-founder holds no equity because a verbal buyout occurred, while Corporate Affairs Commission (CAC) records still list that individual as a legal shareholder holding 25% of the ordinary shares. Under CAMA 2020, the statutory register and CAC filings—not informal email threads—govern legal share ownership.

Our due diligence process begins with an independent corporate verification at the CAC, reconciling historical share allotments, returns of allotment, share transfers, charges/debentures and Persons with Significant Control (PSC) filings against the cap table presented to your Investment Committee. Where discrepancies exist, we design clean rectification resolutions and surrender/transfer mechanics as mandatory Conditions Precedent prior to wire transfer.

Simultaneously, we audit the company’s commercial and intellectual property engine: verifying whether software code and creative assets were properly assigned in writing under the Copyright Act 2022, whether key enterprise customer contracts are terminable at will or contain change-of-control triggers, and whether unpaid tax liabilities (CIT, VAT, WHT, PAYE) or unremitted statutory pensions could crystallise post-investment.

Most institutional venture investments into Nigerian technology and growth companies are executed at the level of a Delaware C-Corporation, UK Private Limited Company or Mauritian/Cayman holding vehicle (HoldCo), while actual revenue collection, customer operations, regulatory licensing and workforce employment happen inside a Nigerian operating subsidiary (OpCo).

A dangerous blind spot occurs when investors diligence only the Delaware HoldCo while assuming the Nigerian OpCo is a clean wholly owned subsidiary. In practice, we frequently uncover "incomplete flips"—where the Delaware HoldCo was incorporated, but the share-for-share exchange transferring 100% of the Nigerian OpCo shares to the HoldCo was never perfected at the CAC, or where NIPC registration, Business Permits and intercompany IP/service agreements are entirely missing.

We act as Nigerian local counsel to global VCs, DFIs and international law firms—auditing the entire HoldCo–OpCo vertical, ensuring the parent company holds perfected title to the Nigerian subsidiary, and structuring intercompany loan, service and licensing arrangements that comply with FIRS transfer pricing rules and NOTAP technology transfer guidelines.

Regulatory risk is one of the primary determinants of valuation in Nigerian fintech, digital lending, payments, wealthtech, logistics, health-tech and media investments. Target companies often rely on third-party licence partnerships, letters of "no objection", or pending applications with the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC) or state lending authorities.

Our regulatory diligence team examines the exact flow of funds and operational mechanics of the target product. Does the company touch customer deposits, hold settlement float, issue credit, broker securities or process cross-border remittances? If the company relies on a licensed Banking-as-a-Service (BaaS) or Payment Solution Service Provider (PSSP) partner, we review the underlying partnership contract to verify whether the partner can terminate on 30 days’ notice or freeze settlement accounts unilaterally.

We also evaluate compliance with the Nigeria Data Protection Act (NDPA) 2023 and Federal Competition and Consumer Protection Commission (FCCPC) digital lending and consumer fairness rules—ensuring your portfolio company is insulated from regulatory suspension.

A well-drafted Shareholders’ Agreement (SHA) is only as strong as its alignment with Nigerian company law and the target’s Articles of Association. If key investor protections—such as pre-emption rights on new issuances, rights of first refusal (ROFR), tag-along and drag-along mechanics, board quorum rules and investor reserved matters—sit solely in a private Shareholders’ Agreement without being entrenched in the Articles of Association filed at the CAC, third parties dealing with the company may not be bound by them.

We draft and negotiate comprehensive investment documentation that harmonises international venture standards (such as NVCA and BVCA model terms) with CAMA 2020. We structure clear liquidation preferences, anti-dilution protections (weighted-average vs. ratchet), founder reverse-vesting resets, Good/Bad Leaver compulsory transfer triggers and robust financial information rights.

To protect investors against undisclosed pre-closing liabilities, we pair general warranty catalogues with targeted Specific Indemnities, founder/seller liability caps, survival periods and milestone-based tranche releases or completion escrows.

Every investment thesis ultimately depends on liquidity—whether through dividend distributions, a secondary sale to a later-stage growth fund, a management buyout or a strategic M&A acquisition. In Nigeria, the single most critical document governing a foreign investor’s ability to repatriate returns through the official foreign exchange market is the electronic Certificate of Capital Importation (eCCI).

We advise funds and deal teams on structuring capital inflows—whether direct equity subscriptions, convertible shareholder loans or equipment/technology capitalisations—through Authorised Dealer banks so that an eCCI is promptly issued and verified at closing. During due diligence on later-stage rounds, we also audit historical eCCIs to ensure incoming secondary buyers inherit clean repatriation documentation.

When an exit opportunity arises, our M&A team manages the entire transaction lifecycle: structuring Share Purchase Agreements (SPAs), navigating statutory pre-emption and drag/tag notices, evaluating Federal Competition and Consumer Protection Commission (FCCPC) merger control notification thresholds, and coordinating completion mechanics.