Banking and Finance
Our banking and finance practice is one of our core specialisations. We advise on matters as varied as syndicated and bilateral loans, structured finance, secured and unsecured facilities, acquisition finance, leasing, project finance, asset finance, development finance, global depositary receipts, escrow arrangements, debt restructuring, debt to equity conversions, Islamic banking, swaps and other derivative transactions.
We also assist with enforcement and dispute resolution and devising solutions to the challenges posed by regulatory and policy changes in the dynamic landscape of the Nigerian banking and finance sectors. We were involved in eight mergers in the last consolidation exercise between commercial banks and we advise on acquisitions and recapitalisation exercises deriving from CBN regulation.
Our derivatives practice is a specialisation within the firm’s core Banking and Finance practice. Our team provides legal advice on cross currency swaps and other derivatives transactions as well as other forms of structured finance. Although local banks have only relatively recently become actively involved in derivatives transactions, we have provided advice over several years to various foreign and local participants in such transactions. Our input has ranged from providing transactional advice (including structuring transactions to comply with local regulations and negotiating the schedules to the ISDA master agreement), to responding to comprehensive country due diligence questionnaires on the legality and enforceability of such transactions in Nigeria.
In this respect, we have advised on the effectiveness of close-out netting and insolvency netting provisions; the adequacy of the "bankruptcy" definition in the ISDA Master Agreement in the context of local insolvency legislation and practice; the advisability of including Automatic Early Termination in contracts with Nigerian counterparties; whether mark to market payments or binary payments are more appropriate in an early termination scenario; whether any representations in addition to those set out in the ISDA Master Agreement should be sought from local counterparties; the efficacy and enforceability of collateral arrangements under Nigerian law made pursuant to the ISDA Credit Support Annex; the enforceability of transactions completed under the terms of the ISDA Master Agreement; buy and sell back transactions based on standard master agreements; the taking of security in connection with a derivatives transaction using the ISDA Credit Support Annex; and credit mitigants that could be used in place of taking security or the outright transfer of security in connection with derivatives.