Dentons ACAS-Law (Adepetun, Caxton-Martins, Agbor & Segun)

Managing Partner: Taiwo Afonja

Other Partners: Sola Adepetun, Afolabi Caxton-Martins, Funke Agbor, Felicia Kemi Segun, Taiwo Afonja, Ben Unaegbunam, Chisa Uba, Omolola Coker, Uzoamaka Emerole, Olujimi Bucknor, Josephine Udonsak, Iyunola Adekanye, Sanford Mba, Isaac Ogbobula

Number of partners worldwide: 14

Number of other lawyers worldwide: 50

Languages: English

Firm Overview:

Adepetun Caxton-Martins Agbor & Segun (‘ACAS-Law’) was established in 1991 and offers a comprehensive range of legal services to its diverse clientele from its offices located in the cities of Lagos, Port-Harcourt and Abuja in Nigeria. Its broad client base ranges from local businesses to multinational corporations and foreign government agencies. The firm also has an active dispute resolution practice and represents clients before the courts, arbitral panels and alternative dispute resolution fora. ACAS-Law is reputed for its ability to anticipate new government policies as well as the prospective legal framework relating to any sector due to its extensive network of contacts among policy makers. ACAS-Law has recorded tremendous success in assisting major international companies in the establishment of Nigerian subsidiaries in order to carry out business activities in Nigeria. It also assists in structuring, negotiating and concluding commercial arrangements to ensure the success for companies in achieving their global business objectives and regulatory compliance goals.

Main Areas of Practice:

Corporate & Commercial:

ACAS-Law is predominantly a commercial law practice. Its clients include leading Nigerian companies and major foreign corporations which are representative of a wide cross section of industrial and commercial interests. It has advised numerous business concerns in all phases of their operations.

Energy:

ACAS-Law is one of the leading oil and gas practices in Nigeria acting for clients on every sector of the oil and gas industry — upstream, midstream, downstream, drilling services, local content, procurement, construction and installation. It advises on licensing, acquisitions and divestment structuring, legal title examinations, tax implications of petroleum arrangements and structuring of projects to achieve a balance between local law requirements and the client’s global business objectives. The firm negotiates, prepares and reviews industry agreements including PSCs, JOAs, FIAs, FPSAs, JVAs and MOUs.

Project Finance:

ACAS-Law has gained a reputation as a leader in this area due to the expertise shown in the transactions it handles. It advises and guides its clients on structuring transactions, security structure and registration process, including reviewing financing agreements for compliance with Nigerian law, as counsel to foreign lenders and (export) credit agencies and to project sponsor/project companies.

Shipping & Dispute Resolution:

ACAS-Law provides comprehensive legal services to ship owners, charterers, shipping agents, shippers, marine insurers including P&I clubs and their correspondents on all aspects of admiralty and maritime law issues. The firm drafts and/or reviews agency agreements and contracts of affreightment, represents clients in ship finance, sale and purchase transactions and drafts and/or reviews all transaction agreements/ documents. It advises and procures compliance with local content requirements on behalf of clients. The firm possesses extensive experience in shipping litigation in the areas of cargo loss and damage, claims involving ship arrests, ship detentions by government authorities, jetty and pipeline damage. Additionally, the firm is experienced in general commercial litigation and prides itself on being proactive in meeting the commercial needs of its clients and in this regard, it always explores more time saving, cost efficient means of alternative dispute resolution. ACAS-Law routinely represents clients in arbitration, mediation and conciliation proceedings in Nigeria and internationally.

Intellectual Property:

ACAS-Law works with clients to ensure the safekeeping of internal business operating information, product or service information, works of authorship and advertising including trademarks and trade names. The firm counsels on and represents clients in obtaining and protecting copyrights and trademarks and prosecutes and defends patent infringement cases.

Tax:

ACAS-Law acts on behalf of public and private companies and partnerships in dealing with the tax implications of commercial transactions, advises on structuring new ventures and re-structuring for tax efficiency. The firm advises on the tax aspects of foreign direct investment (FDIs), mergers and acquisitions, sale of shares and assets, application of the value added tax, withholding tax and stamp duties to the local portions of international transactions and the peculiarities of the Nigerian petroleum tax regime.

ADCAX Nominees Limited:

This is a wholly owned corporate vehicle of ACAS-Law incorporated for the purpose of providing specialised company secretarial services and is responsible for ensuring that clients are compliant with Nigeria’s companies’ law on company secretarial issues, filing all relevant notices/returns with Nigeria’s Companies’ Registry (the Corporate Affairs Commission), providing corporate compliance audit and corporate due diligence services, ensuring all directors’ and members’ meetings are held and records kept. It also maintains other statutory records required to be kept by its clients and promptly disseminates information on new developments in its practice area to its clients.

Clients:

ACAS-Law represents oil and gas exploration and production companies, service companies, major foreign banking and financial institutions, multinational trading companies, telecommunications companies, manufacturing and shipping companies. A few of ACAS-Law’s transactions include:

■ Acted for a Nigerian company on its successful acquisition of 45% undivided participating interests collectively held by Shell Petroleum Development Company of Nigeria Limited, Total E&P (Nigeria) Limited and Nigerian Agip Oil Company Limited in OML 42

■ Advised a Chinese investor on its investment in the Nigerian mining sector by way of its acquisition of a majority equity stake in the Nigerian asset owning company

■ Advised African Capital Alliance, an international private equity firm in respect of its US$80million investment in an indigenous oil and gas company for the development of two marginal fields derived from OML 53 and 54

■ Advised San Leon Energy Plc (San Leon) in respect of its acquisition of an indirect interest in OML 18

■ Advised Interswitch Nigeria on its acquisition of VANSO valued at N8 billion

■ Local counsel to a consortium of international lenders in the financing of the acquisition by an indigenous exploration and production oil company, through its offshore subsidiary, of the entire business undertakings of an international oil company in Nigeria valued at circa US$1.79 billion

■ Counsel to one of Africa’s largest public-sector pension funds in the acquisition of a US$98million equity stake in one of Nigeria’s public agro-allied companies

■ Local counsel to a major international oil concessionaire on its reverse merger with an offshore oil company with stakes in various Nigerian oil concessions and advised on the issues emanating from the impact of government policies on the proposed transactional structures

■ Advised IHS Nigeria Plc in a series of transactions totaling $2 billion on the acquisition of over 11,000 communication sites across Nigeria

■ Local counsel to a major fabrication and construction company in its acquisition of the West African operations of an international integrated engineering and construction firm

■ Represented Moni Pulo Limited, and secured a landmark judgment at the Federal High Court on the requirement to obtain the Minister’s consent in order to enable the effective transfer of the controlling shares of its partner on its indigenous concession. The judgment appears to be the first attempt at which a Nigerian court has sought to clarify the issue as to whether the takeover or acquisition of the partner’s interest in an indigenous concession by third parties, by way of a share acquisition through other counterparties, without the prior consent of the Minister breached the provisions of the Petroleum Act and its Regulations which require such consent

■ Local counsel to one of the world’s largest telecommunications firms in its bid to acquire a majority interest in a local telecommunications company with a Unified Access Service Licence