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Intellectual Property Licensing in Mergers and Acquisitions
0₦2,500.00Similoluwa Oyelude and Haroon Ibrahim in his article, Intellectual Property Licensing in Mergers and Acquisitions, delineate the contours of IP licensing in M&A and recommends practical tips that are helpful for entities and practitioners of IP and M&A, with the aid of judicial authorities and practical experiences
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Internal Whistleblowing Mechanisms in Nigeria’s Private Sector: Need for Legislative Intervention
0₦2,500.00Tope Osuntogun of the Faculty of Law, Ajayi Crowther University, Oyo Nigeria, in her article, Internal Whistleblowing Mechanisms in Nigeria’s Private Sector: Need for Legislative Intervention makes a case for the categorisation of internal reporting mechanism as a whistleblowing channel while positing that whistleblowing is an effective tool for combatting corporate fraud. She comprehensively reviews Nigeria’s regulatory framework for whistleblowing in the private sector including a review of the Investment and Securities Act 2007, the Central Bank of Nigeria Act 2007, the CBN Guidelines for Whistleblowing for Banks and Other Financial Institutions in Nigeria 2014, and the Nigerian Code of Corporate Governance 2018.
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Intra-Group Loan Under the 2020 OECD Guidelines: When the Arm’s Length Defies Accuracy in Measurement, We May Look for a Formula
0₦2,500.00Christopher Okafor, Managing Partner, Fairgate Solicitors, Legal Practitioners and Tax Advisory Port Harcourt, Nigeria, in his article, Intra-Group Loan Under the 2020 OECD Guidelines: When the Arm’s Length Defies Accuracy in Measurement, We May Look for a Formula, argues that the worry about intra-group loan transactions is its amenability to abuse by the transfer of the cost of fund to high tax jurisdiction and the consequent transfer of earnings from interests to low or nil tax jurisdiction. The abuse distorts economic realities, and the arm’s length approach to transfer pricing is seemingly unable to fit in transactions on intangible mobile assets. Though the Organization for Economic Cooperation and Development (OECD) has produced a new Guidance in 2020 to regulate intra-group loan, it is moot whether the guidance is a veritable answer to the mobility and fungibility of financial assets. Christopher proposes an alternative to the arm’s length principle. In his words, intragroup loan deserves a second look and a comparative analysis on the levers of arm’s length principle and formulary apportionment–an excursion from what is, arm’s length principle to what we think should be, formulary apportionment.
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Irregular Statutory Notices in Recovery of Premises Litigation: An Analysis of the Law and the Changing Judicial Attitude
0₦2,500.00In their article, Irregular Statutory Notices in Recovery of Premises Litigation: An Analysis of the Law and the Changing Judicial Attitude, Chimizie Onuzulike and Athanasius Akor, bring to our attention the recent developments in the law and practice on recovery of tenanted premises. The current legal framework on recovery of premises in Nigeria is replete with very many impediments that make it very difficult for a landlord to recover his premises from his tenant. The strict requirement of service of valid statutory notices as condition precedent to the institution of any action for recovery of premises almost invariably, lead to lengthy court battles contested primarily on technical objections commonly raised by tenants relating to validity of a statutory notice. The Supreme Court, in the case of Pillars Nigeria Ltd v. William Kojo Desbordes et al. per Ogunwumiju JSC recently made a remark which seems to suggest that once the summons for recovery of possession is filed, every irregularity in a notice to quit is cured and the time begins to run from the date the originating process is served on the tenant. The Court of Appeal recently adopted the remark of Ogunwunmiju JSC in Pillars’ case as the law and held that the irregularity in the service of statutory notices is cured once an action for recovery of premises is filed by the landlord. While this is a progressive approach, the question whether the remark of Ogunwunmiju JSC in Pillars’ case is an obiter dictum or forms part of the ratio in Pillars’ case as to be binding on lower courts needs to be answered to determine the extent to which the law has changed. Onuzulike and Akor review the Pillars’ case, the recent decision of the Court of Appeal and other earlier decisions of the Supreme Court and the Court of Appeal on the subject.
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Is There Sufficient Justification for Limited Partner Liability in Limited Liability Partnerships? Lessons from Nigeria
0₦2,500.00Dr Pereowei Subai, Senior Lecturer, Faculty of Law Niger Delta University Wilberforce Island Nigeria in his article, Is There Sufficient Justification for Limited Partner Liability in Limited Liability Partnerships? Lessons from Nigeria, questions whether there are sufficient justifications for granting limited liability to partners who trade under limited liability partnership in the light of the fact that partnerships operate under different situations from companies. While the traditional justifications for conferring limited liability do not exist in the limited liability partnership, Dr Subai argues that some justifications may still exist for granting the protection on partners who trade under it. A significant reason is the need to shield professional partners from the misjudgment of their colleagues. Using the Companies and Allied Matters Act 2020 as a case study, Dr Subai suggests that in conferring the protection of limited liability, it is necessary to subject the form to regulatory requirements aimed at protecting the interests of creditors and ensuring that partners do not abuse the extensive protections conferred by the Act.
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Issues and Perspectives on Collecting Societies and the Management of Musical Works and Sound Recordings in Nigeria
0₦2,500.00John Onyido, Benedict Oregbemhe, and Yetunde Okojie, Partner and Associates respectively at SPA Ajibade & Co. in their article, Issues and Perspectives on Collecting Societies and the Management of Musical Works and Sound Recordings in Nigeria, note that the management and exploitation of copyrighted materials through the mechanism of collecting societies is a convenient structure that facilitates the utilisation of musical works and sound recordings by potential users. Using the Copyright Society of Nigeria v MTN Nigeria Communications Limited as a signpost, Onyido et al consider pertinent issues relating to artistes’ relationship with collecting societies including whether original copyright owners can license their work directly without involving their collecting society; whether collecting society can institute an action without joining a member whose work was infringed; and whether a collecting society can claim royalties on behalf of non-members.
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Issues and Problems in Corporate Governance in Nigeria
0₦2,500.00Joseph Abugu, Professor of Commercial and Industrial Law, University of Lagos, Akoka, in his article “Issues and Problems in Corporate Governance in Nigeria” examines the problem of Corporate Governance in Nigeria and argue that in an environment of corruption, bribery and ethnic favouritism, adopting corporate governance codes informed by experiential evolution of other cultures could be counterproductive.
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Issues in Corporate Litigation in Nigeria
0₦2,500.00Gogo Otuturu of the Faculty of Law, Niger Delta University, Wilberforce Island, Bayelsa State in his article “Issues in Corporate Litigation in Nigeria” examines a myriad of issues in corporate litigation including theories of corporate liability, the proper plaintiff principle, personal, representative and derivative actions by shareholders, pre-action notice and limitation period.
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Issues in Service of Court Process on Companies
0₦2,500.00Dr Abiodun Amuda-Kannike SAN, Principal, Amuda-Kannike (SAN) & Co and Lecturer, Faculty of Law, Niger-Delta University, Wilberforce Island in his article, “Issues in Service of Court Process on Companies” examines the provision of the Companies and Allied Matters Act and various Rules of Court on service of court processes on companies. He bemoans the decision of the Supreme Court in Mark v Eke, that substituted service of court processes cannot be made on a company, as technicality-laden, a recipe for injustice and out of sync with modern business process.
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Issues in Taxation of E-Commerce in Nigeria
0₦2,500.00Olagoke Odubunmi, Legal Practitioner and Tax Law Researcher at Maples & Temples, in “Issues in Taxation of E-Commerce in Nigeria”, argues that the main difficulty that electronic commerce poses for the Nigerian tax system stems from the fact that extant national laws governing income taxation are premised on the assumptions of physical presence of parties to business transactions. With the need for physical presence removed or diminished in e-commerce, there is a problem of how to determine the right to tax profits that are derived, with same having intrinsic implications for the full realisation of income tax revenues. Within the confines of the current legal, fiscal and regulatory incapacitation, Odubunmi appraises the challenge of taxing e-commerce in Nigeria.
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John Hingah Biem v Social Democratic Party – Taking the Wind Out of the Sails of MV Arabella?
0₦2,500.00Folabi Kuti, Partner, Perchstone & Graeys Lagos Nigeria in John Hingah Biem v Social Democratic Party – Taking the winds out of the sails of Arabella? analyses the recent decision of the Supreme Court in John Biem. He considers whether the apex court has indeed departed from its earlier decision in MV Arabella on the applicability of the provisions of the Sheriffs & Civil Process Act to originating processes issued/filed at the Federal High Court.
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Judgement Creditor Seeking Permission from an Adversary: An Exposition of the Practice of Garnishee Proceedings in Nigeria
0₦2,500.00Dr Abdulrazaq Abdulkadir of the Department of Private & Property Law, University of Ilorin in his article “Judgment Creditor Seeking Permission from an Adversary: An Exposition of the Practice of Garnishee Proceedings in Nigeria” examines the practice of courts requiring judgment creditors seeking to file garnishee proceedings against the government to seek the consent of the Attorney General. He argues that the practice is against the provision of the 1999 Constitution and may be a result of a misconception of the implications of Section 84 of the Sheriffs and Civil Process Act.
