What are the most significant cases or transactions that your legal team has recently been involved in?

The BUA Foods merger 2021/2022, where I led the team – together with other internal and external players – that successfully piloted the restructuring by way of merger among BUA Sugar Refinery, IRS Flour Mills, IRS Pasta, BUA Rice, BUA Oil Mills, and BUA Foods.

My understanding of corporate law, capital market and other related areas of law whilst also leveraging on the combined experience of my legal team was brought to the test as we structured the process in a way that the cash cow of the merged entities became the only surviving entity after the merger with a consequent change of name to BUA Foods and final conversion into a public limited liability company, BUA Foods.

All the multi-layered processes which required pre and post compliance filings with the Corporate Affairs Commission, the Securities and Exchange Commission, the Federal Competition and Consumer Protection Commission, obtaining sanction of the Court and compliance with the listing requirements of the Nigerian Exchange, were all concluded in record time.

Suffice to state that this process commenced during the second half of the year 2021 and by 5th January 2022, BUA Foods was listed on the floor of the Exchange as the second largest consumer goods player by market capitalisation. Working with an experienced in-house team, I also hit the ground running by ensuring that corporate governance structure that can stand the test of time and pass through the regulatory eye of a needle was put in place.

Additionally, I actively participated in the $200m Africa Finance Corporation loan. I led the BUA team that facilitated the grant and disbursement of the facility to one of the BUA group of companies. My role included the negotiation of the commercial terms, especially as they relate to the security to be charged to secure the loan, the drafting and negotiation of the facility agreement and other finance documents, the satisfaction of all conditions precedent and conditions subsequent.

As a general counsel, how do you anticipate and prepare for potential legal and regulatory challenges that may arise, particularly in light of emerging technologies and evolving business landscapes?

A football coach’s strength largely depends on how he leverages his team’s skills and experience. As the leader of the legal team, I make sure that I and my team are members of the relevant and industry specific professional bodies as this affords us the opportunity to diverse knowledge base and application of same.

It is part of our risk management process to follow industry trends by keeping tab with anticipated changes in laws and policies. We follow the law making processes at the Federal and state levels as well as our regulators, review the draft bills, regulations and policies, extract areas of impact and present report of same during management and board meetings, By so doing the board and the management are compelled to review and either seek or make concerted industry representations on the draft bills or set up or modify internal structure to accommodate and mitigate the impact of the new legislations.

We also subscribe to newsletters from law firms, and other professional bodies and social media handles. By so doing, we leverage on the diverse, deep and multifaceted experiences of these firms and bodies. We can review expert opinions on best practices and thereafter use same to make presentations to regulators or law-making bodies for review whilst also using same to set up compliance structure.

In all, we have a robust and all-inclusive regulatory compliance grid to guide the team and the BUA Group towards making sure that all relevant and applicable regulatory compliance matters are duly complied with in record time. In practical terms, we have created an internal regulatory compliance deadline which is known to and has been adopted by all concerned departments. This helps us to never miss or fall prey to any regulatory issues.

How important is choosing to work with external lawyers who align with your company’s values? Are you likely to reconsider what firms you work with based on this?

Choosing external lawyers who align with our company’s values is very important and we constantly evaluate this at least bi-annually to confirm that the firm’s values still align with our company’s values. Nonetheless, the choice of external lawyers has not been an issue for us, as a company, as we have had to work with the same set of lawyers, especially local lawyers, over the years.

Apart from the expertise that the lawyers have shown over the years, these lawyers have constantly shown to improve their processes, compliance and governance mechanism in accordance with global best practices. The balance of gender on the team that work on our transactions is quite commendable, the innovation and commitment these firm bring on board at various times are also excellent and facilitate the speedy and logical conclusion of transactions. Our lawyers do not advise only on legal issues, but legal vis- a -vis the commercial implication of such issues. Frequently, these firm organise free trainings for members of my team to train them on recent local and global issues, which is in alignment with the company’s commitment to learning.

Our company ensures that legal and regulatory requirements are always met; often, our lawyers, without any solicitation, send our legal team relevant update to ensure that the company is aware of recent legal or regulatory development, sometimes, giving details of such requirements vis-à-vis the company’s business operations.