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
- Drafting and negotiating Underwriting Agreements, Subscription Agreements, Placing Letters, and Escrow Arrangements.
- Reviewing Trust Deeds, Agency Agreements, and Security Documentation.
- Preparing board and shareholder resolutions, consents, and compliance certificates.
- Managing post-issue compliance, allotment approvals, and return filings.
CORPORATE GOVERNANCE & TRAINING
- Advising boards of listed and regulated companies on market conduct, disclosure obligations, and directors’ duties.
- Developing governance policies — insider trading, related-party transactions, whistleblowing, and disclosure controls.
- Facilitating training for directors and management on SEC/NGX compliance and emerging regulatory trends.
DISPUTE RESOLUTION & ENFORCEMENT
- Advising on enforcement proceedings before the SEC Administrative Proceedings Committee (APC).
- Representing clients in disputes involving investors, regulators, or intermediaries.
- Advising on market infractions, penalties, remediation, and consent orders.
- Supporting mediation and arbitration arising from capital market transactions.
VALUE-ADD & SPECIALIZED SUPPORT
- Policy and legislative advisory on capital market reforms and rule-making.
- Legal opinions on market operations, investor rights, and regulatory interpretation.
- Due diligence and transaction readiness assessments for potential issuers or investors.
- Collaboration with financial advisers, Issuing Houses, and auditors to deliver seamless conclusions to transaction.
