Capital Market Operations

Below is a non-exhaustive outline of our services covering capital market transactions, regulatory compliance, and advisory support for Issuers, Investors, Intermediaries, and Regulators.

CAPITAL MARKET TRANSACTIONS

Public Offerings & Listings

  • Structuring and documentation for Initial Public Offers (IPOs), Rights Issues, Private Placements, and Offer for Subscription.
  • Drafting and reviewing Prospectuses, Offer Circulars, and Information Memoranda.
  • Liaising with Issuing Houses, Stockbrokers, Registrars, and Underwriters.
  • Managing approvals, filings, and listing processes with the Securities and Exchange Commission (SEC) and the Nigerian Exchange (NGX).

 Debt & Fixed-Income Instruments

  • Structuring, documentation, and issuance of Corporate Bonds, Corporate Notes, Green Bonds, Sukuk, and Commercial Papers.
  • Drafting Trust Deeds, Subscription Agreements, and Agency documentation.
  • Advising Trustees and Rating Agencies on compliance and disclosure.

Private Equity & Venture Capital

  • Structuring and documenting fund formation, subscription, and investment agreements.
  • Advising on Investor rights, governance structures, and exit strategies.

 Collective Investment Schemes

  • Preparation of Trust Deeds, Investment Management Agreements, and Offering Documents.

Mergers, Acquisitions & Restructurings

  • Legal due diligence and transaction structuring for takeovers and business combinations.
  • Drafting Scheme Documents, Notices of Meeting, and Court Orders under SEC rules.
  • Coordinating approvals from SEC, NGX, Federal Competition and Consumer Protection Commission (FCCPC), and the Corporate Affairs Commission (CAC) to name a few.

REGULATORY & COMPLIANCE ADVISORY

Regulatory Liaison & Approvals

  • Managing correspondence and filings with SEC, NGX, Central Securities Clearing System (CSCS), and FMDQ.
  • Preparing applications for registration of capital market operators (Issuers, Fund Managers, Trustees, Brokers, Custodians). 

Capital Market Governance & Compliance

  • Advising on compliance with the Investments and Securities Act (ISA), SEC Rules, NGX Listing Rules, and Code of Corporate Governance for Public Companies.
  • Conducting compliance audits and preparing remedial action plans.
  • Assisting with periodic reporting, continuous disclosure, and insider-trading controls.

Investor Protection & Disclosures

  • Advising on market conduct, price-sensitive information, and insider dealing restrictions.
  • Reviewing marketing and promotional materials for regulatory compliance.
  • Establishing disclosure frameworks and internal reporting protocols.

Anti-Money Laundering (AML) & Market Integrity

  • Designing AML/CFT and Know-Your-Customer (KYC) compliance frameworks.

LEGAL DOCUMENTATION & TRANSACTION SUPPORT

  1. Drafting and negotiating Underwriting Agreements, Subscription Agreements, Placing Letters, and Escrow Arrangements.
  2. Reviewing Trust Deeds, Agency Agreements, and Security Documentation.
  3. Preparing board and shareholder resolutions, consents, and compliance certificates.
  4. Managing post-issue compliance, allotment approvals, and return filings.

CORPORATE GOVERNANCE & TRAINING

  1. Advising boards of listed and regulated companies on market conduct, disclosure obligations, and directors’ duties.
  2. Developing governance policies — insider trading, related-party transactions, whistleblowing, and disclosure controls.
  3. Facilitating training for directors and management on SEC/NGX compliance and emerging regulatory trends.

DISPUTE RESOLUTION & ENFORCEMENT

  1. Advising on enforcement proceedings before the SEC Administrative Proceedings Committee (APC).
  2. Representing clients in disputes involving investors, regulators, or intermediaries.
  3. Advising on market infractions, penalties, remediation, and consent orders.
  4. Supporting mediation and arbitration arising from capital market transactions.

VALUE-ADD & SPECIALIZED SUPPORT

  1. Policy and legislative advisory on capital market reforms and rule-making.
  2. Legal opinions on market operations, investor rights, and regulatory interpretation.
  3. Due diligence and transaction readiness assessments for potential issuers or investors.
  4. Collaboration with financial advisers, Issuing Houses, and auditors to deliver seamless conclusions to transaction.
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