Giwa-Osagie & Co

Managing/Senior Partner: Mr. Osayaba Giwa-Osagie SAN

Number of partners: 3

Number of other fee-earners: 15

Offices: Lagos and Abuja

FIRM OVERVIEW

Giwa-Osagie & Company (“The Firm) is a leading corporate and commercial law firm with expertise in aviation, dispute resolution, international arbitration, corporate law, labour law and employment, company secretarial services and regulatory advisory. With over 30 years of representing and advising clients, Giwa-Osagie & Co has demonstrated a high level of professionalism in various complex and high-profile transactions across multiple sectors of the economy. The firm represents Nigeria on the Lex Africa board, an alliance of leading law firms in Africa. The firm’s clients range from Multinational Companies, Banks, Oil and Gas Companies, Manufacturing Conglomerates, Shipping Companies, Foreign Embassies, Airlines, Regulatory bodies, Chambers of Commerce, and Telecommunications Companies.

Aviation

Giwa-Osagie & Co provides high-quality legal services to both local and international airlines operating in Nigeria. The firm’s aviation practice covers the full spectrum of regulatory issues affecting aircraft owners and operators. This includes advising on aircraft management claims such as loss of luggage, flight delays and cancellations. The firm also assists clients in negotiating aircraft purchase agreements, leases, and mortgages, obtaining all requisite permits from the relevant regulatory authorities, such as the Nigerian Civil Aviation Authority (NCAA) and the Federal Airports Authority of Nigeria (FAAN). With a dedicated team of expert litigation lawyers, the firm has successfully resolved over 300 aviation-related claims in the past 15 to 20 years, demonstrating the firm’s expertise in aviation law.

Banking and Finance

The firm provides comprehensive services to banks both in Nigeria and abroad, including the preparation of bank security documents that facilitate customers’ access to credit facilities. Such documents include Bridge Loan Agreements, Debenture Trust Deeds, All Assets Debentures, and Safe-Custody Agreements. The firm also reviews and perfects security documents drafted by banks’ in-house solicitors, such as Legal Mortgages, Debenture Trust Deeds, All Assets Debentures, and leases. The firm’s expertise extends to advising on offshore loans and collateral, securing State or Federal Government consent for security documents, and managing the filing of charges at the Lands’ Registries and the Corporate Affairs Commission.

Litigation and Arbitration

Giwa-Osagie & Co. offers a full-service commercial litigation practice with all professional members of the firm qualified to appear before all courts in Nigeria. The firm’s Litigation Practice amongst others covers areas such as aviation, maritime, copyright, employment, land & real estate, environmental law claims, claims arising from tort, contract claim settlements, receiverships and debt recoveries.The strength of this practice which has been highly successful and well acclaimed lies in its ability to provide a very robust, highly knowledgeable and result oriented service to its numerous and highly diversified clientele base. Recently, the firm successfully defended an intricate commercial dispute/litigation case brought against a leading commercial bank in West Africa.

Risk and Regulatory Compliance

The firm advises numerous corporate clients on a wide range of regulatory and compliance matters. Clients trust Giwa- Osagie and Co to provide quality legal advice based on Nigerian law, industry practice and international best practices. The services include advising on different agreements such as Employment Contracts, Contract Manufacturing Agreements, and Supply and Service Agreements. The firm ensure that clients stay updated with evolving regulations in their sectors, assist in procuring licenses and permits, liaise with regulatory bodies, and provide due diligence reports to mitigate risks and ensure compliance.

Mergers and Acquisition

Giwa-Osagie & Co. represents all categories of clients in mergers and acquisitions, including buyers, sellers, major stakeholders, lenders, financial advisors, individual investors, private equity funds and others. In addition to handling acquisitions of capital-backed corporations and other closely held entities, the firm regularly negotiates acquisitions involving large and publicly traded companies and assists in obtaining approval from the FCCPC.

Employment and Labour Law

The firm has a track record of providing expert legal services to both employers and employees in the private and public sectors in Nigeria. The firm is well-equipped to represent clients in any dispute that may arise out of employment relationships. Its team of well-seasoned lawyers provide specialist legal services on Nigerian labour law and international best practices to both local and international companies. These services include drafting and reviewing employment contracts for legal compliance, handling trade dispute negotiations, advising on contract termination and redundancy, preparing employee handbooks and advising on Human Resource (HR) related matters, supporting union strategy, collective bargaining, advising on employment matters in mergers, acquisitions and business restructuring.

Financial Technology

Giwa-Osagie & Co has a budding financial technology practice, supported by a team of dedicated lawyers with deep expertise in the dynamic and constantly evolving technology sector. The firm recently advised a financial technology company in the United Kingdom on the legality and validity of the entity carrying on business in Nigeria as a Virtual Asset Service Provider. Services provided under this practice area include advising fintech companies on company incorporation, corporate structure, joint ventures, intellectual property protection, compliance requirements (including data privacy and cybersecurity), reviewing and drafting Merchant Service Agreements, Referral Agreements and Shareholder Agreements.

Real Estate

For over two decades, the firm has worked for corporate organizations, foreign embassies and private clients on various property transactions. The firm assists its clients in preparing lease agreements, sale and perfection of title to land in Nigeria. Services offered also include, conducting due diligence on properties, preparing search report and negotiating with relevant parties. Giwa-Osagie & Co. acted as Transaction Counsel to the United States Consulate General (USCG), Lagos, and the United States Department of State (USDS) in the acquisition of land at Eko Atlantic City, Victoria Island, Lagos, for diplomatic purposes. Recently, the firm advised a renowned international airline on acquiringa multi-million dollar property for commercial use.

Capital Markets and Securities

Giwa-Osagie & Co is at the forefront of the most complex and innovative issues in the Nigerian capital markets. The Firm has over the years advised clients on various capital market transactions. The firm has expertise in bond issuance transactions, Mergers and Acquisitions, Initial Public Offering, Right Issues, Private Placement and other structured transactions. Notably, it has represented the Securities and Exchange Commission (SEC) in some of its landmark cases and is a registered operator in the Capital Market. The firm has acted as solicitors to issuing houses on the public issue of shares and has also been involved in raising capital for State Governments and publicly quoted companies through bonds.

Company Secretarial Services

The firm provides corporate secretarial services to both local and multinational companies and assists them in complying with various local laws. The services include incorporation of companies, transfer of shares, maintenance of statutory records, preparation of minutes, filing of statutory documents and returns to the Corporate Registry and other regulatory bodies as applicable, advising on matters concerning corporate structure, the relationship between shareholders and management, mode of subscription of capital, transfer of shares, minority protection, composition of the board and management and corporate policies.

Corporate and Commercial Law

Giwa-Osagie & Co. offers comprehensive legal services to corporate bodies on general commercial matters and complex commercial transactions such as joint ventures, limited liability companies and partnerships. The firm frequently handles matters relating to corporate structure, the relationship between shareholders and management, mode of subscription of capital, transfer of shares, minority protection, composition of the board and management, labour, compensation, staff welfare, pension issues and other matters.

Mining Law

Giwa-Osagie & Co provides comprehensive legal advisory services to companies operating in the mining sector, covering key areas such as company incorporation, applications for mineral titles, and the preparation of essential legal documents, including Joint Venture Agreements, Community Development Agreements, and Mining Operation Leases. The firm further supports clients with the assignment of mineral titles, securing licenses and permits for mineral exploration, development, and extraction, as well as conducting due diligence at the Mining Cadastre Office. The firm has the required expertise to ensure clients’ compliance with the Nigerian Minerals and Mining Act and the Nigerian Minerals and Mining Regulations 2011, while safeguarding its clients’ interests throughout their mining operations.

Shipping and International Trade

Giwa Osagie & Co. offers comprehensive legal services on charter-party disputes, cargo claims, charter party, carriage contracts, limitation and extent of carrier’s liability, bill of lading, marine insurance and safety, regulatory and general legal issues. The firm has advised ship owners, operators and charterers on registration, leasing and purchase of ships and negotiating the settlement of claims that may arise together with issues bordering on carriage of goods by sea statutes, cabotage and investment in the shipping industry.

Debt Services, Restructuring and Insolvency

The firm has been involved in the sourcing of both sovereign and foreign debts. The firm has also commenced legal proceedings in the course of recovering foreign debts sold to foreign companies on liabilities in Nigeria, negotiated the restructuring of debts and has a practical and commercial approach to debt restructuring, debts and asset swaps. One of the major cases handled by the firm was the recovery of a debt of $16,000,000.00 (Sixteen Million Dollars) on behalf of a client. The firm is currently acting as legal advisor to a Government Agency and successfully concluded a payment structure for the settlement of a multi-million dollar debt involving a marine company.

KEY DEALS AND TRANSACTIONS

• Acted as transaction Solicitors for the lease of a multi-million dollar property for commercial use by an International Airline operating in Nigeria. The transaction involved conducting due diligence, reviewing the lease agreement, ensuring compliance with applicable Nigerian laws, negotiating favorable terms for the Airline etc.
• Successfully defended an intricate commercial dispute/litigation case brought against a leading commercial bank in one of the West African countries. Two main cases arose from the dispute and the firm secured favourable judgement in both cases in the High Court.
• Advised a multinational cement company on its $500 million expansion program, including reviewing the engineering, procurement, and construction contract, the operations and management agreement, and the power purchase agreement.
• Advised an international development company based in Washington DC, on the implementation of its U.S. Government-funded projects in Nigeria, providing guidance on registration options, labour and tax laws, corporate regulatory requirements, immigration, contract enforcement, real estate, exchange control, and employment contracts.
• Advised a South African telecommunications company on its proposed acquisition of a public limited liability telecommunications company in Nigeria.
• Advised a South Korean company, on its proposed Oil and Gas operations in Nigeria, including regulatory compliance with the Nigerian Oil & Gas Industry Content Development Act, 2010, immigration, tax, exchange control, and foreign investment laws.
• Advising an American company, and its Nigerian subsidiary in the food manufacturing sector for over a decade on various regulatory issues, regularly engaging with local regulators such as NAFDAC and SON to ensure compliance with applicable laws.
• Advised a U.S. based private foundation and tax-exempt charitable organization under U.S. law, on the appropriate legal structure for maintaining a fixed-term presence of one to two employees in Nigeria.
• Legal Consultant to a Swiss-incorporated entity in a proposed acquisition of a Luxembourg entity and its four subsidiaries in Nigeria. Conducted due diligence on the four Nigerian subsidiaries, advised on exchange control laws, transaction currency and tax implications of the transaction, advised on fulfilment of closing conditions for the share purchase agreement in the transaction and liaised with several government agencies, including the Federal Inland Revenue Service, Central Bank of Nigeria, Ministry for Labour & Employment, Corporate Affairs Commission and many others.
• Legal Counsel to a Bank in the proposed divestment of its 100% equity capital.
• Advised an international company on the legal and regulatory considerations involved in a cross-border management work arrangement within a group of companies relating to reporting structure/employee leasing.
• Advised and assisted an international company on setting up a local entity as an Employer of Record (EOR) company in Nigeria.
• Legal counsel to a USA-based company and its Nigerian subsidiary. The company is involved in the importation, local production, marketing and sale of non-alcoholic beverage (energy) drinks in Nigeria.
• Advised a UK-based organisation involved in investment in green energy transactions and renewable power solutions in developing and emerging economies.
• Negotiated the restructuring of a $7,000,000.00 (seven million dollars) loan involving a Nigerian Telecommunications Company and a foreign company
• Advised a company on its operations in the Oil and Gas industry in Nigeria in compliance with the Local Content Act, tax, immigration, exchange control and investment laws in Nigeria.
• Advised several organizations in mergers and acquisitions transactions, on implications of same on redundancy, employment contracts, employment termination and re-hiring of employees.

Contact Details

Name: Osayaba Giwa-Osagie SAN

Telephone No: 02 01 4536230; 02 01 4536231; 081 34991931

E-mail: [email protected]

Website: giwa-osagie.com