Elias Ayobami Quadri, in his article, Understanding and Negotiating Protective Clauses in M&A Transactions – Representations & Warranties, Covenants and Indemnities, discusses the legal effect of representation, warranties, covenants and indemnities in merger and acquisition transactions. In corporate restructurings, a clear understanding of the concepts and the clauses that evidence the intention of the parties are essential to navigating the complexities present therein. Elias looks into corporate restructuring in Nigeria, provides an overview of M&A in Nigeria, noting a clear distinction between mergers and acquisition, highlighting the legal framework of M&A in Nigeria, and providing insight into the various structures adopted in M&A transactions and the agreements used to give effect to the intention of the parties. Elias further emphasizes the existence and importance of protective clauses in M&A transactions and touches on the significance of representations and warranties (R&W), covenants, and indemnities in M&A agreements. Relatedly, Elias offers insights into negotiating these clauses effectively, and provides practical guidance for navigating and negotiating protective clauses in M&A transactions by examining key considerations such as limitation periods, R&W insurance, specific knowledge, and indemnification caps, etc., and its role in allocating risk and mitigating liability.

Dr Onoriode Aziza of Chevron Nigeria, in his landmark study, Developing Securities Markets in Sub-Saharan Africa: Does it Matter? notes the raging debate on the utility of stock market capitalism to African countries. Whilst some commentators take the view that stock markets are irrelevant to Africa and advise African states to prioritise the development of their banking systems, other commentators view well-functioning markets as essential to economic growth. Dr Aziza advances two central claims using developments in law and finance. First, there is substantial empirical and historical evidence supporting the theoretical proposition that liquid securities markets promote economic growth. In this regard, banks are not substitutes but complement securities markets in promoting long-run growth. Second, by conducting an empirical analysis of securities cross-listing of all firms listed on all 24 stock exchanges in Sub-Saharan Africa, Dr Aziza advances the claim that cross-listing has not provided a suitable alternative source of finance to Sub-Saharan African firms, making the development of domestic markets and regulation crucially important.

Fidelis Adewole, Partner, Elias & Co in “External Restructuring under the Securities and Exchange Commission’s Rules: A Critique” scrutinises the provisions of the SEC Rules on “external restructuring” (ER) and argues that the provisions are vague, confusing and inadequate for the effective implementation of ER transactions. He posits that the provisions of the Companies and Allied Matters Act and the Investments and Securities Act are adequate to cover ER transactions and therefore the ER Provisions by the SEC are unnecessary just as the SEC has no power to make the Rules in the first place.