Lilian is a Legal Officer in the firm who is success-driven, a good team player, dedicated, resourceful, hardworking and analytical.
Lilian is a lawyer in the firm’s corporate, commercial and litigation practice with a specialty in contracts, negotiation and dispute resolution. She also acts as a legal officer for clients involved in oil and gas, fabrication and design, engineering, procurement and commissioning, dry-dock services and labour related matters, and has participated in negotiations in respect of dredging contracts, and also manages host community-related issues. She is skilled in contract drafting, review and regulatory compliance and business relationship management. She is success-driven, analytical, resourceful, a good team player and provides a wide range of advisory services and represents clients in a broad spectrum of the firm’s matters.
● University of Uyo (LLB)
● Nigerian Law School, Enugu (B.L)
● Nigerian Bar Association (NBA)
● Association of Environmental Lawyers of Nigeria (AELN)
● Corporate and Commercial Law
● Legal Advisory and Regulatory Compliance
● Oil and Gas Law
● Dispute resolution
● Former Chairman, International Trade Law Committee, NBA Section on Business Law
● Former Chairman, Capital Market Solicitors Association
● Board Member SEC Investors Protection Fund (2013 – 2015)
● Member, Editorial Board of Capital Market Solicitors Association Quarterly News Review
● Member, National Technical Committee on the Implementation of E-Dividend in Nigeria
● Member, Committee for the Revision of SEC Rules of the Administrative Proceedings Committee
● Member, Capital Market Master Plan Committee
● Nigerian Coordinator of the United Kingdom Foreign and Commonwealth Office Emerging Capital Market Project comprising UK Lawyers of the Law Society of England and Wales and Nigerian Lawyers
● Member, Committee on Arbitration, International Law Association
● Member, DPR Mediation Panel for Resolution of Oil & Gas Dispute
● Top Lawyer by Chambers 500
● Leading Lawyer in the IFLR 1000
● Distinguished Alumnus of the University of Lagos
A. TRANSACTIONS & ADVISORY EXPERIENCE
BANKING & FINANCING
● Advised Neconde Energy Limited as borrower on a $470 million Reserved Based Lending (RBL) from an syndicate of Lenders local and foreign Lenders for acquisition refinancing and funding of a re-entry programme of major oil block. Also advised on an upsize of the facility to $720 Million.
● Advised an Energy Company on a $640 million mid-term Corporate Loan facility from a club of lenders.
● Advised a major Telco (“9-Mobil”) on its $400 million mid-term loan facility from International Finance Corporation.
● Advised a borrower on its US $1.2 billion global refinancing and restructuring of facilities owed by over 20 entities in the group with 8 major banks.
● Advised a borrower on its $950 million long term financing under an FTSA of a producing acreage with over 2 billion proven reserves of crude oil.
● Advised an EPCM contractor on its $1.1 billion financing for the execution of a 45-kilometer pipeline NCTL project for SPDC / NNPC JV.
● Acted as Nigerian Counsel to Standard Chartered Bank London on its $150 million corporate loan facilities to a Nigerian Commercial Bank.
● Advised on a $350 million real estate financing for the development of a multi-storey certified green office complex in Victoria Island, Lagos.
● Advised Dansa (an affiliate of Dangote Group) on its $40 million facility from an international lender with a guarantee of a local Bank.
● Advised a Nigerian Bank on its financing and security structure for two aircraft acquisition transactions.
● Advised a borrower on the acquisition of $50 Million credit facility for the acquisition and development of Dry Dock facility in Nigeria.
● Advised a borrower on the acquisition of $250 Million facility for the acquisition of a majority stake in an oil producing asset in Nigeria.
● Advised a borrower on a N40 Billion facility for the acquisition of a stake in a blue chip Nigerian entity
CAPITAL MARKETS, M & A & ANTI-TRUST
● Advised Seplat Energy Plc on its global IPO and dual listing of its $550 Million shares on the London and Nigeria Stock Exchanges.
● Transaction Solicitor to Neconde Energy Limited (SPV/Consortium) in its $585 Million acquisition of 45% participating interest in OML 42 from SPDC, TEPNG, and NOIC.
● Advised Transcorp Hotels Plc on its tranched N30 billion fixed rate bond issuance programme.
● Advised Nigerian Mortgage Re-financing Corporation on its N28 billion private placement of shares.
● Acted as transaction Counsel in a N45 billion private placement of an integrated oil and gas service Company.
● Advised an energy Company on its £350 million acquisition of a UK listed oil and gas Company and the requirements for compliance with the Nigerian FCCP Act.
● Transaction Solicitor and due diligence adviser to ACB International Bank in its merger transaction with five other Banks to form Spring Bank Plc (part of Heritage Bank).
● Advised Securities and Exchange Commission (SEC) on the merger transaction and post – merger adjustments disputes amongst legacy banks.
● Advised a Bank on the divestment of its five subsidiaries and sale of its ICT subsidiary through a Management Buyout.
● Advised NOLCHEM (Conoil) on the NNPC and Shell Trading Company divestment of their 80% interest, sell of 51% shares to a core investor and 29% to the public through an offer for sale under the BPE’s first phase of privatization programme.
● Advised on a Commercial Note transaction that successfully raised $50 Million for project collaboration in the Energy sector.
● Advised on the acquisition of a large engineering yard measuring approximately 55 hectares in Port- Harcourt, Rivers State, including the 30-billion financing for perfection, land reclamationand development projects thereon.
● Advised on the purchase and perfection of about 115 – hectares of farmland with economic trees in the South Eastern Region of Nigeria.
● Advised on the acquisition, perfection, and lease negotiation of a large tract of industrial engineering yard in Port – Harcourt.
ENERGY AND MINERAL RESOURCES (UPSTREAM, MID-STREAM AND DOWNSTREAM)
● Advised on a major Financing and Technical Services Arrangement (FTSA) involving NNPC, NPDC, NEL and Amaranta, for the funding and operation of an oil block with a proven reserve of over 2 billion barrels of crude oil and massive gas reserves.
● Advised an EPCM contractor to SPDC in a USD $1.2 billion 45” pipeline project in the Niger Delta region including EPCM, Right of Way approvals, Community Issues, funding and Commissioning.
● Advised on sale and purchase of OMLs, OPLs, Marginal Fields, processing of Consents, negotiating JOAs,Farm-in / Farm-out, and other Operating and JV arrangements (including OPL 109, Ibom, Oriri and Ekeh Marginal fields).
● Advised on a USD $ 650 million re-entry and project of a swamp accreage.
● Advised on the Ugocha FSTO crude processing and alternative export terminal project from site acquisition, EPCM, Community relationship, licensing and permit, funding, and management and
related barging operation.
● Advised a JV on its modified Joint Operating Agreement (JOA) with an Asset Management (AMT) set up to operate the oil block.
● Co-adviser to an Incorporated Joint Venture (IJV) intended to replace the unincorporated JV model with streamlined management and funding strategy to replace the cash call model and make the venture more
● Advised Neconde Energy Limited on its USD $ 36 million and 24 million Hedging Policies and Agreements with Glencore Commodities Limited (One of the GT top global bulk traders) in 2016 and 2019.Negotiated
Hedging strategy, pricing, tenure, transaction structure, other commercial and legal terms.
● Advised an EPC operator on a USD $30 million OB3 pipeline project awarded by NNPC.
● Advised a number of service companies on their alliance arrangements with multinational service Companies in satisfaction of Nigerian Content Policy.Advised a service Company on a 260-meter
gap in the Gas Tie-in-Pipeline project for Alaoji Power Station.
● Advised an EPC operator on a USD $30 million OB3 pipeline project awarded by NNPC.
● Advised a number of service companies on their alliance arrangements with multinational service Companies in satisfaction of Nigerian Content Policy.
● Advised a service Company on a 260-meter gap in the Gas Tie-in-Pipeline project for Alaoji Power Station.
● Routinely advise parties on Gas Off-take, Gas Sale and Purchase Agreement, Gas Plant infrastructure project development transactions.
● Advising a Consortium of an entity promoted by one of the largest quoted conglomerates and NNPC on in incorporated joint venture (IJV) development of a multibillion Naira modular refinery in the South Eastern part of Nigeria.
● Advised on diverse investment, divestment and participation in oil and gas businesses, covering start-up formalities, corporate governance advisory, land acquisition, procurement of permits and licences, tax and capital planning, Doing Business Advisory, and Governance and Compliance matters.
● Advised on all aspects of petroleum contracting and negotiations including Drilling, Rig Supply and Management, Cateering, Manning, Off-take, Crude Handling, etc.
● Routinely advise oil and gas companies on various operating and commercial arrangement such as JOA, modified JOA, JV, PSA, Crude handling, Forward Sale, Transfer and assignment of interests, Ministerial consent, Field management, Technical services (TSA), Operating and Management (O&M) arrangement, Hydrocarbon Transportation (pipelines, barging, evacuation), Vessel Nomination and Charter, Community Relationship (including Global MOU), Decommissioning and other upstream and midstream matters.
● Extensive consultancy on the several aspects of the new Petroleum Industry Act including governance, commercial, fiscal and legal regimes; and routinely spoken on and advised on policies relating to Energy laws and policies in Nigeria at for a including Petroleum Clubs, CPI, ESQ Training, In-house trainings, etc.
INSOLVENCY, DEBT RECOVERY & RESTRUCTURING
● Acted as Receivership nominee (commercial and legal) to AMCON in its receivership/management over Pan Ocean Oil Company limited for the recovery of USD $750 million.
● Advised Grant Thornton LP (London) on enforcement of Bondholder’s rights over a financial entity in Nigeria to protect their investment of over USD $40 million; and other insolvency matters with Nigerian connections.
● Acted as Transactional solicitor and due diligence adviser to AMCON regarding a debt equity swap transaction as a workout option for a N75 billion debt owed by a Telco in Nigeria.
●Transaction solicitor in the restructuring of a listed entity that involved the buy – out of its French major investor and re-allocation of shares prior to floatation.
● Advising an energy conglomerate on its efficiency – driven corporate restructuring of over 20 affiliated entities with combined balance sheet of over $3 Billion.
● Acted as Receiver/Manager appointed by Ecobank Limited over Dana Steel Limited for the recovery of circa N5.5 billion.
● Acted as Receiver/Manager appointed by a commercial bank over Abia Retail Limited, operators of Abia Mall, for the recovery of about N6 billion.
● Advised Grant Thornton LP on its rights and strategy towards enforcement of an international bank’s rights in an energy entity.
● Acting for a preferred bidder for the take-over of controlling stake in an aviation Company via a leveraged buyout of majority shareholder with a view to settling the debts of the entity.
● Routinely assisted local and foreign entities recover huge corporate debt portfolio through asset sale, receivership/management, administrative means, litigation, and negotiated settlements.
MARITIME, SHIPPING AND DREDGING LEGAL ADVISORY
● Advised Shipside Drydock Limited on the financing, and acquisition of $50 Million Dry Dock facility from a Dutch Company and management of the project in Nigeria.
● Advised Julius Berger Nigeria Limited and B&Q Dredging and Marine Services Limited in their collaboration and sub-contracting of dredging works for Second River Niger Bridge Construction including handling of community issues.
● Advised B&Q Dredging Ltd and Setraco Nigeria Limited on the sand Dredging aspect of the dualization of the East West Road section II (Kiama – Port-Harcourt) project for the Ministry of Nigeria Delta Affairs;
● Advised BlueBay Capital Limited and B&Q Dredging Limited for Dredging works for the Capital Development of Ikate Elegushi Ancient City, Eti-Osa Local Government Area of Lagos State;
● Advised on the Subcontract between Nestoil Limited and B&Q Dredging Limited for provision of dredging services (Swamp Spread Creek/River Crossing) for K2S Pipeline Construction project;
● Representing an indigenous maritime and dredging company on its compliance issues with National Inland Water Authority and Ministry of Mines, permits, licences, cabottage and local content regimes;
● Advised White Dove Shipping Company Limited and Maritime Security and Logistics Solutions Limited on Patrol Boat project for OML 42 Operations on the STS/Export Operations in Escravos Offshore Area;
TAX ADVISORY SERVICES
● Advised a financial institution in respect of its tax liabilities claim on PPTA from the FIRS to the value of N1.1 Billion Naira and presently representing it in a proceeding;
● Provided Legal/Tax opinion on FIRS on stamp duties of USD $80 million claims relating to acreage acquisition transaction.● Advised an E&P entity on an $101 Million PPT claims from the FIRS resulting to a successful rebuttal.
● Advising corporate entities and State Governments on tax related matters.
● Advised companies on the procurement of Tax reliefs / holidays including pioneer status (where applicable).
INTELLECTUAL PROPERTY, MEDIA, ENTERTAINMENT AND TECHNOLOGIES (IMET) GROUP
● Advised the Zinox & Konga Group on governance issues, cross boarder Capital Raising and readiness.
● Originated, arranged sponsorship, funding, deal structuring, collaboration and marketing arrangement for Rotimi Salami/ACSL for the production and airing in DSTV, a popular soap opera known as `Jack of All Trade’ and intellectual rights protection.
● Successfully represented a Nigerian Trademark owner on its rights against a multi-national Food Processing group with headquarters in South Africa and arrived at confidential settlement.
● Routinely advises Collection Society of Nigeria (COSON) on its rights and liabilities for royalty collection globally.
● Advised E-Tranzact Global (UK) Group, a national switching, digital banking and payment service provider on its offshore expansion programmes in the United Kingdom, Ghana, Congo, Cameroon, and Nigeria.
● Advised a top tier quoted Company on over USD$3 Billion claims against it based on alleged violation of copyright of a graphic designer .
● Rendered Corporate Governance and Board Advisory services to Seplat Energy, Nestoil, Neconde, Transcorp and Zinox Technologies / Konga Group.
● Routinely advised the major Commercial Banks in Nigeria (including First Bank, Zenith, AccessBank, GTBank, UBA, Keystone) Energy Companies, Regulatory agencies, and dozens of large cap corporates
(including Dangote, SEPLAT, Transcorp, Neconde, Nestoil , SEC, AMCON, Airtel, 9-Mobile, Julius Berger) on a wide range of corporate and commercial matters.
● Acted as consultant to the World Bank / IMF on Doing Business In Nigeria advisory.
● Acted as Due Diligence agent to AMCON, NAICOM, INFRACREDIT, and rendered Diagnostic Audit services to SEPLAT, NECONDE, NESTOIL, etc.
● Conducted Current State Assessment and proffered advisory on remediation and road map to IPO readiness.
● Supported entities on Tender and Bid preparation and Documentation in conformity with specified standards.
B. ARBITRATION, MEDIATION, ADR EXPERIENCE
● Lead Counsel for the Claimant in a $350 Million ICC arbitration with seat in London involving alocal E&P Company and some IOCs over breach of contractual terms of SPA in the assignment of interest in a prolific oil block located in the Niger Delta region of Nigeria, and misrepresentation of the state of oil and gas infrastructure, et al.
● Co-arbitrator in a gas infrastructure claim and counterclaim of circa $140 Million.
● Co-arbitrator in an arbitration between Oando and Zenith Bank over the release of escrowed sum of USD$13 Million arising from a farm out agreement of Oil and gas asset in the Niger Delta.
● Co-counsel (with Professor Fidelis Oditah QC, SAN) in a concluded LCIA arbitration seated in London between a JV partner and Shell Western Trading and Supply Ltd in a principal claim of USD$8 Million over controversy relating to price nomination in an offtake agreement in the face of force majeure declared on Trans-Forcados export terminal in 2016/2017. There was a counter-claim of about USD2 Million relating to vessel cancellation claims.
● Court appointed co-Arbitrator in an arbitration involving Safetrust Savings & Loans Ltd and FCMB, in a claim for breach of contractual obligation to honour an APG in a State Government contract.
● Co- Arbitrator in an arbitration with a claim of N500 Million damages for breach of health and medical provision contract by a hospital chain against an HMO which allegedly injured the Respondent’s reputation leading to loss of patronage.
● Counsel in an arbitration between Mr. Tom Iseghohi vs Transcorp in a claim for part of executive compensation including allotment of 1 billion units of Transcorp shares.
● Counsel in the arbitration between Sofitam and Conoil in a claim involving the sum of N500 Million as damages for breach of contract of supply of fuel pumps nationwide.
● Counsel in a $4 million London mediation proceeding involving rig purchase and guarantee inter – company guarantee transaction involving Abbot and a foreign SPV supported by a corporate guarantee of a Nigerian operator.
● Counsel in a negotiated settlement of $12 Million pipeline contract claim and counter claim involving Nestoil vs SPDC.
● Counsel in two LMAA arbitrations with a total claim of circa $7 million in London involving Caverton Group and Shebba.
● Counsel in a $20 Million arbitration between Drillog Petro-Dynamics Limited and Gobowen Exploration and Production Limited, over claims for breach of drilling contracts and unpaid invoices with contractual interest. The matter was amicably settled with a confidential consent award entered by the Tribuna
C. LITIGATION (Trial and Appellate Courts) EXPERIENCE Environmental, Oil & Gas
● Representing two E & P companies in a N500 billion environmental compensation action in the Niger Delta.
● Represented a major investor in a dispute commenced by a minority stakeholder challenging the decision of the petroleum regulators over a marginal oil field awarded to both parties.
● Representing the Presidency and Petroleum Ministry Regulators in an appeal arising from their revocation of an interest in an oil field.
● Represented an indigenous E & P Company over the decision of the Federal government annulling the operatorship status granted to it in respect of a prolific oil bloc. The matter was resolved by a joint operating structure leading to the setting up of an Asset Management Team (AMT).
● Represented a mid-stream service company in an action against an IOC for calling in A $13 Million bank guarantee and cancelling an ongoing pipeline project.
● Acting as Plaintiff Counsel in an action for recovery of circa $50 million claimed in respect of an Operation and Maintenance (O&M) Contract for a producing oil block.
BANKING, FINANCE & CAPITAL MARKETS
● Routinely acted as adviser to about 70% of Nigerian Banks on a wide range of matters and debt recoveries of over N30 billion before regular Courts, Tribunals and Administrative proceedings.
● Represented one of the oldest Bank’s in Nigeria in a Court of Appeal matter involving a N40B claim and successfully argued on the right of appeal of interested parties who were not parties before the
lower Court; as well as the exceptions to the rule of making application for leave to appeal as an interested party before the trial court.
● Represented two ex- CEOs of Banks removed by the CBN as directors of Banks in actions seeking the reversal of the directives of the apex financial regulator at the trial and appellate courts.
● Represented the apex capital market regulator in its action against BIG TREAT PLC and successfully argued on the expanded powers of the Securities and Exchange Commission as a Regulator to intervene in the affairs and governance of all listed companies in Nigeria with a view to protecting investors from the actions of the company that may hurt their interest and investment.
● Represented a Nigerian bank in a class action against a Financial Group, its directors; Issuing Houses and Regulators by some investors who bought substantial quantity of shares totaling over
N30 billion being the value of 4.3 billion ordinary shares of 50 kobo each at N7 per share offered during the BGL private placement exercise.
● Represented the SEC in a post-merger adjustment claim brought by one of the federating banks in a scheme of merger involving six banks at the Federal High Court and the Court of Appeal
● Defended the SEC at both the High Court, Court of Appeal and the Supreme Court levels on cases relating to the removal and subsequent re-instatement of a one – time President of the Nigeria Stock Exchange.
● Representing a financial institution in a claim seeking to enforce its right as a Secured Creditor in respect of a debt of almost N7 Billion Naira
● Representing a financial institution in a claim seeking to enforce its right as a Secured Creditor in respect of a debt of almost N6.5 Billion Naira
● Represented one of the Nigerian Banks a N40 Billion class action suit brought by users of ATM.
● Defended the Security and Exchange Commission in a suit filed by an unauthorized Fund Management Company whose operation was shut down by the Commission.
● Successfully defended a major Nigerian bank in a N29.1 billion suit arising from the private placement of shares in a Financial Institution in Nigeria, and handling the appeals arising out of it.
● Successfully defended a Nigerian bank in a N20 billion class action filed by customers of the bank in connection with unauthorized ATM withdrawals.
● Represented a Nigerian Bank successfully at the High Court in an enforcement action filed by a civil construction company in connection with an order to transfer deposits in the sum of N8.993 billion held by it to the Court’s Chief Registrar’s account pending the determination of the substantive suit.
● Acted as Counsel for Securities & Exchange Commission (SEC) against two Nigerian banks participating in the merger of six banks that constitute the present-day Heritage Bank Limited challenging the sale/transfer of 984,714,071 units of shares of Spring Bank Plc valued at about N7.8 billion to entities connected to a named Bank in a controversial hostile take-over bid.
● Representing a commercial Bank in various cases involving directors of MTech Communication Plc which have a combined claim of about N2.505 billion against it.
● Acted as Counsel to ACB International Bank in the Suit for the merger of six banks into ‘Spring Bank’. Successfully argued the Petition and obtained final Court order sanctioning the scheme and incidental reliefs.
● Represented one of the major Nigerian banks and its subsidiary in a suit whereby Teeof Holdings Limited & Anor sought a declaration that they are entitled to full allotment of 13 million units of Zenith Bank shares which they applied for at the Bank’s last public offering of shares plus total monetary damages of N 233 million.
● Represented one of the largest indigenous energy group and one of its major directors in an action challenging the directives of the CBN Bankers Committee compelling a Nigerian bank to transfer 911,000 Zain shares to its debtor-customer even though the current holders had prior to the directive purchased the shares for valuable consideration.
INTELLECTUAL PROPERTY, MEDIA, ENTERTAINMENT AND TECHNOLOGY (IMET) LAW PRACTICE GROUP
● Representing a Nigerian Food manufacturing company at the Federal High Court on the infringement of our client’s registered industrial designs, getups, packages and distinctive label by another Nigerian manufacturing company. Enforced an anton-piller order.
● He was counsel to a major downstream petroleum entity sued along with a host of others for over N1Trillion damages for violating the intellectual property rights of the company.
● Successfully represented a Nigerian manufacturing company at the Trade mark Tribunal and the Federal High Court in a trade mark infringement suit.
● Defended a claim against infringement of copyright of a commercial manual used to promote an electronic paying system.
LABOUR AND EMPLOYMENT
● Successfully represented a client in a N70 billion claim by 74 ex-staff in respect of an alleged breach
● Representing a financial institution in respect of a suit instituted by 287 ex-staff on a claim of about N10 billion for alleged breach of their employment contract.
● Represented a client in a Trade Union dispute with a Trade Union Body on issues bothering wrongful imposition of union activities and the proper appropriate union with statutory right over the employees.
● Successfully defended a dominant group in the Nigerian oil and gas sector in a criminal charge preferred against our client based upon the complaint of the Industrial Training Fund (I.T.F) alleging that our client failed to remit returns of its payroll.
● Part of the team that defended a president in a post-election presidential election appeal at the Court of Appeal and the Supreme Court.
● Represented the independent National Electoral Commission (INEC) in a gubernatorial, a Federal House of Representative and State House of Assembly election disputes arising from the 2019 general elections.
● Represented a candidate in a pre-election dispute in connection with the conduct of gubernatorial primaries of a major political party in Nigeria in connection with the 2019 general elections.
● Represented the Independent Electoral Commission (“INEC”) in 18 election petition appeals arising from the 2011 Gubernatorial, State House of Assembly and National Assembly Elections in Ogun and Oyo States from the Election Tribunals up to the final appeal level.
● Represented INEC in the Supreme Court pre-election appeal against a governor of a North-Eastern State.
● Successfully represented the Independent Electoral Commission (“INEC”) in selected election petition appeals arising from the 2015 Gubernatorial, State House of Assembly and National Assembly Elections in Lagos State from the Election Tribunals up to the final appeal level
CRIMINAL DEFENCE / APPEAL
● Successfully upturned the concurrent decisions of the High Court and Court of Appeal in a number of high impact convictions for capital offences at the Supreme Court leading to orders of discharge and acquittal.
● Successfully sustained the conviction of a State on a conviction for a capital offence and sentencing for life imprisonment at the Supreme Court.
● Successfully upturned a conviction by a High Court of culpable homicide and long-term imprisonment at the Court of Appeal leading to an order of discharge and acquittal.
● Represented a group of management personnel of a Bank charged for alleged criminality arising from their handling a private placement and underwriting resulting in huge commercial losses to some major investors.
● Representation of parties at administrative hearings and panels of governmental agencies and authorities (National Assembly, Tribunals, Administrative Panels, and Investigation Bodies