M&A Reimagined: The Investment and Securities Act 2025 and Nigeria’s New Takeover, Merger, and Restructuring Regime Abstract The Investment and Securities Act (ISA) 2025, which repealed the ISA 2007, represents the most significant overhaul of Nigerian capital market and mergers & acquisitions (M&A) regulation in nearly two decades. This article examines the Act’s modernisation of the legal framework for takeovers, mergers, and corporate restructurings. Key innovations analysed include: the introduction of a mandatory squeeze‑out and […]

The Force of Attraction Principle in Nigeria’s 2025 Tax Reform: Expanding the Net on Non‑Resident Digital Companies Abstract Nigeria’s 2025 tax reform package introduces a radical departure from traditional source‑based taxation. The new “Force of Attraction” principle, embedded within the Nigeria Tax Act 2025, redefines the taxable presence of non‑resident companies (NRCs) operating through digital or intermediary channels. Note: This article examines the statutory framework for Significant Economic Presence (SEP) and the mechanics of the Force of Attraction rule. This […]

One Is the New Many: Retroactive Application of CAMA 2020’s Single‑Shareholder Provisions and the Transformation of Nigerian Company Law Abstract The Companies and Allied Matters Act (CAMA) 2020 revolutionised Nigerian corporate law by permitting a single person to form and operate a private company, a departure from the previous minimum of two shareholders. Less noticed, however, is the Act’s retroactive application of this single‑shareholder regime to companies incorporated before 2020. Through a combination of transitional provisions and judicial interpretation, thousands of […]

Independence Mandated: The SEC’s 2026 Corporate Governance Directive on Director Tenure and Rotational Limits Abstract In February 2026, the Securities and Exchange Commission (SEC) Nigeria issued the Corporate Governance Directive 2026 (CGD 2026), a binding instrument applicable to all public companies listed on Nigerian Exchanges and their significant subsidiaries. The most controversial provisions target director tenure and independence: a 12‑year cumulative cap on director service (including non‑executive directors), a mandatory two‑year cooling‑off period before a retired director can be reappointed, and a […]