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

The team, in line with its mandate to identify, mitigate and manage legal risk for Standard Chartered Bank Nigeria, is involved in providing legal support in several complex litigation matters, transaction advisory and documentation, product advisory and documentation on a daily basis. Some of the products supported by the team include wealth management, lending (bilateral and syndicated), ESG and sustainability linked transactions, financial markets, custody and security services, transaction banking, debt capital market, project finance, among others.

Litigation – Potential customer v SCBN. The Plaintiff-Company (PC) requested to open an account with our bank to process a ₦100m credit facility, which was politely turned down. The PC thereafter instituted an action seeking several declarations to the effect that the bank’s refusal to open the account and grant the credit facility is unlawful; an award of punitive and general damages in the sum of ₦40bn and; cost of the suit in the sum of ₦150m. After several adjournments, the court held that the PC’s claims were outside the jurisdiction of the court and the suit was struck out.

After a few months, the bank was served with court process through which the PC had re-instituted the matter under the Fundamental Rights’ enforcement rules. While the core of the perceived grievances remained the same in the recommenced suit, the PC increased its claim for general damages to N60bn, while seeking punitive and aggravated damages of ₦20bn. There was also a request for exemplary and vindictive damages in the sum of ₦20bn (totalling ₦100bn) as well as the cost of the suit in the sum of ₦150m. The suit was again dismissed by the court based on the bank’s argument that fundamental human rights actions can only be instituted by natural persons.

Not too long after, an individual instituted the matter afresh on behalf of the PC and two additional companies under the Fundamental Rights’ enforcement rules. In this suit, the claim for general damages was increased to ₦90bn, ₦60bn for each of the companies listed in the suit, ₦150bn as exemplary and vindictive damages and ₦250bn as cost of the action (totalling ₦420.25bn).

The bank through its solicitors argued that the matter is an abuse of court process; the companies on whose behalf the matter was instituted do not possess fundamental human rights and cannot sustain an action under same; and the individual who instituted the suit does not have locus standi. The court agreed with the bank’s submissions and dismissed the suit.

IBOR transition. The team led the pro-active facilitation of IBOR transition efforts with respect to the all-client documentation in Nigeria and West Africa, achieving 98% remediation across documentation structures and product classes as well as developing upgraded templates for future transactions.

Sustainability linked transactions. The team provided legal support for a $400m syndicated term loan facility agreement for another African financial institution. This is in addition to several transactions within the West Africa region under the Standard Chartered Bank Group’s $1bn sustainability financing commitment.

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?

Anticipating and positioning the bank to adequately manage legal risk is a major aspect of my role as general counsel. Some of the things I do to ensure that the bank is properly positioned to handle legal and regulatory challenges include staying informed, engaging with industry associations, developing a relationship with regulators and regular audits and self-assessment.

Staying informed. I ensure that the bank is abreast of information on legal and regulatory developments relevant to the financial services industry. One way I have ensured that we have a steady source of information was to negotiate a retainer to provide updates on laws and regulations with one of the bank’s empanelled law firms. These updates are provided monthly as well as on a needed basis to ensure that the bank is abreast of trends in the industry. In addition to this, I and members of my team are also subscribed to legal and regulatory updates from stakeholders in the Nigerian banking industry as well as global experts.

Engaging with industry associations. Another important way to anticipate and prepare for legal and regulatory developments is to actively participate or collaborate with industry associations. This is because industry associations are usually the first port of call for lawmakers, judges, regulators, and other stakeholders, and would be one of the first within the industry to have information on any intended changes. I currently chair the Executive Committee of the Association of Bank Legal Advisers and Company Secretaries (ABLCACS) and have had the opportunity to engage and liaise with regulators, high-ranking government officials and other industry association on issues impacting the banking industry.

Developing a relationship with regulators. This is also an important way to anticipate potential legal and regulatory challenges. This is because a good relationship with the regulators will position the bank to participate in any industry surveys, informal plenary and knowledge-sharing sessions and other similar forums held at the instance of the regulator. The bank will also be able to easily share any thoughts and ideas on issues impacting the industry with the regulator.

Regular audits and self-assessments. It is also important to conduct audits, whether internal or external, regularly to assess compliance with existing legal and regulatory requirements. The findings from these audits can be used to improve the bank’s compliance environment. For instance, within the bank, we have corporate governance evaluations on a yearly basis instead of every three years as prescribed by the Nigerian Code of Corporate Governance. This is simply to ensure that the bank remains compliant with existing corporate governance rules and best practices.

Engaging with colleagues in the banking industry. Continuous engagement with industry colleagues is another effective way to anticipate any regulatory challenges. As a global organisation, I also have the chance to engage with colleagues in other Standard Chartered markets. This gives me a view of global best practices in the legal and corporate governance space.