Private Equity Law Practice Interview with Edidem Basiekanem

Please note that all opinions expressed in this interview are the opinions of the lawyer interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Private Equity (PE) is smart money deployed by investment management companies (usually PE firms) on behalf of themselves and other investors (e.g. pension funds, sovereign wealth funds, High Net-worth Individuals etc.) to invest in businesses and help such businesses grow. After a few years, the fund’s stake in the business is sold.

The most common ways a company raises money for expansion are either through loans or by listing its shares on an exchange. Private equity money isn’t made available publicly, but by investors who invest on behalf of themselves and other institutional investors in control for a stake in the business. They are also involved in the governance of the company (usually by taking up seats on the board) for the duration of their investment. This is why I call it smart money

A PE lawyer is usually involved in structuring and negotiating transactions such as buyouts, mergers and acquisitions (M&A), joint ventures, restructurings, divestitures etc. as well as drafting the requisite documentation required to close those transactions.

Apart from providing email responses to client’s questions on Nigerian law issues with regard to the transactions, I regularly take part in drafting, reviewing, negotiating and issuing comments on various agreements such as Investment Agreements, Share Subscription Agreements, Share Sale and Purchase Agreements, as well as Shareholders’ Agreements.

I also conduct due diligence investigations on target companies, i.e. companies that are sought to be acquired by organizations such as PE firms. The due diligence documents are usually uploaded to a virtual data room (i.e. an online site) for review, but there are occasions where the investigations may require visiting the target company’s offices to review hard copies of documents to verify the information provided.

My decision to study law was greatly influenced by my mother, who is an accomplished lawyer herself.  In my younger years, whenever I got into ‘trouble’, my mom was the one to go to – I was inspired by how she was always able to argue her way out of a variety of situations and thus aspired to be like that.

After choosing to study law, I wasn’t provided with much guidance on how to navigate through my career.  My mother suggested that I become a civil servant, but I didn’t fancy it because it didn’t seem ambitious enough.

I am delighted that I ended up becoming a corporate lawyer, considering that I was only advised to join the civil service.  It is a bit embarrassing but my decision to be a corporate lawyer was greatly influenced by a fictional character named Harvey Specter from a television series titled Suits.  I took a liking to the manner with which he closed deals and the confidence his clients reposed in him, so I considered it not bad to emulate him.  I didn’t have a plan at the beginning, but things sort of came through and I gradually leaned towards Private Equity and Corporate M&A once I started working at my current firm. Do I have any regrets? No

A young lawyer would need to be commercially aware.  Read the news and stay up to date with new laws, government policies, market statistics, the focus of investors and thriving industries, etc. Other soft skills like networking skills and the ability to build relationships are equally important because lawyers should always think of generating new business/clients and solidifying the existing ones.

I work mostly with global and local private equity investors, strategic buyers and sellers and other financial sponsors

It’s quite busy as expected, but nothing out of the ordinary – the typical level of work one would expect to face as a 5th-year lawyer. I work for 10 hours per day on average, but on some occasions (e.g. when a transaction is intense or about to close), then I may be required to for work longer hours (or even on weekends) to meet deadlines. I usually work as part of team, so everyone usually puts in their own bit, that way there’s not too much work left for only one person

The satisfaction on a client’s face, or the tone of their voice or email when you give them practical solutions that help solve their problems.  For me, there is nothing more rewarding than that.

Not quite.  There’s a lot of focus on theoretical (as opposed to practical) knowledge in the Law School and you find that it takes you about a minimum of 2 – 3 years of practice to really start to get a hang of things.  The Law School syllabus isn’t reflective of what truly obtains in the corporate legal world.

I’m just taking each day as it comes for now, but I don’t see myself leaving the practice of law.  I enjoy what I do.  It’s still early days in my career, so I’m making sure I garner as much experience as I can.  In the long term, I would like to be one of the go-to lawyers for corporate clients looking to do business/invest in Africa and, dare I say, maybe even the best African private equity lawyer that God ever created.

The most memorable thing that happened while working as a Private Equity Lawyer was receiving a cake and chocolate from a client after a deal closed.  It’s that memorable because it’s the only time that’s happened – and I enjoyed it

Take your career where you think it should go, not where others think it should go. Learn the trade and skills required for you be exceptional in this industry. Focus on building a long-lasting career instead of being fixated on obtaining immediate financial gratification.

legallyengagedPrivate Equity Law Practice Interview with Edidem Basiekanem
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Entertainment Law Practice Interview with Oyinkan Fawehinmi

Please note that all opinions expressed in this interview are the opinions of the lawyer interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

The Entertainment industry is an ecosystem which caters to creatives such as recording and performing artistes, comedians, dancers, film actors, sports personalities, etc. The industry is founded on the tenets of Intellectual Property which includes copyright, trademark, image rights, etc. The Nigerian Entertainment industry is still in its budding stages and requires more professionals to create principles and structures in the industry.

My typical daily activities as an Entertainment lawyer include:

Reviewing and negotiating various entertainment contracts such as Distribution/License/IP sale or transfer documents

Writing opinions on various issues relating to the industry for a wide range of clients

Attending business development strategy meeting with and on behalf of clients

Sourcing deals and contracts for clients

Crisis Management

I love the process of creativity and I believe so much in the power the arts have in shaping and influencing culture generally.

My top three attributes tenacity, innovation and hard work

I work with mostly creative people who have no idea of how the business side of things work so I have to do a lot of education as to rights, business ethics, management of expectations etc.

My workload is crazy because I have to constantly be the innovative solution provider for my clients at every point of their careers. It is a new industry so the professionals are charged with the responsibility of putting necessary structures in place to encourage the industry to blossom. So it’s a lot of trial and error and your clients think you are their messiah.

The most rewarding aspect of this sector for me is the beauty of watching a creative idea come into its full potential.

Law school did not prepare me for this sector in any way. All my skills were acquired during my undergraduate years and my school played a role in sharpening those skills. Law school for me was like zombie mode. Just cram and pour it back out for the exams.

Law School prepared me but not adequately. I was however able to catch-up through dedication and devotion during my time in the employment of one of the big firms in Nigeria. I learnt most things I didn’t know in law school then and most importantly is the burning desire to live your dream. I would have not been here today if I didn’t take the bold step to quit my well-paid job as a young lawyer to live and practice what I believe in.

I see myself in ten years heading a vertical chain ecosystem in the African industry. So I see myself either as CEO in a one stop shop entertainment company like a Time Warner Company or Universal Group.

My most memorable event has to be when one of the companies I work with got a music producer his first cheque for a job he produced about a decade ago. It was very moving for me because my life is dedicated to ensuring creatives are well rewarded.

My advice is you must come with a truck load of passion to work in the entertainment industry. Because the industry is still in its formative years, it needs vibrant and passionate lawyers

legallyengagedEntertainment Law Practice Interview with Oyinkan Fawehinmi
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Human Rights Law Practice Interview with Caleb Onwe

Please note that all opinions expressed in this interview are the opinions of the lawyer interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Human Rights protection is sometimes referred to as public interest litigation. This area of law includes representing people whose human rights are violated either by state agencies or corporate organizations and individuals. It also involves holding the government accountable or challenging policies and programs of government that are anti-masses in court of law.

I choose this part of the profession because of my passion for humanity. I believe that we all owe a duty to ensure that our society is free for all, and everyone has equal opportunity to attain the zenith of his/her aspiration in life. When this is not guaranteed, there is bound to be rift and chaos in the society as it is today.

Taxation is an interesting and budding area of law in Nigeria, and its smooth workability if well managed, would naturally lead to wealth redistribution and ultimately boost the economy.

 

I believe making impact in Nigeria’s taxation system would be a fast means of contributing to the development of Nigeria, which has always been my earnest desire. So, I chose taxation because I wanted to contribute to its growth and development of Nigeria ultimately.

A young lawyer needs the zeal and passion for humanity. The road is very tough especially for young lawyers but with uncompromising zeal, you will not be cajoled by forces against humanity.

I work with all types of people whose fundamental human rights are infringed.

The workload is very tedious especially if you work alone like I do in my newly established law firm (PENLIT & GREYSON SOLICITORS). It can be difficult to meet up with schedules. I work 15hrs a day including weekends.

The most challenging aspect of the work is lack of funds, slow pace of our justice system and wrong impression of the duties of lawyers by pedestrians. For instance, when after listening to the magistrate conclude the case of an accused yesterday 11/5/17 without trial and conviction, I stood up to take over the case, to many people who were in the court I was not doing any good thing because according to them the accused committed the offence thereby does not need legal representation. I however told the court that even though it seems the case has been concluded against the accused, that my coming is to ensure that the prosecution proves his case as required by law before he is convicted; my duty is not to secure acquittal but to ensure that justice is done in the matter.

But in all, the most pressing challenge is fund if you are starting newly and on your own because most of the client you may stand for might not have the money to pay.

The fulfillment of helping some people regain their societal value in life and also seeing that you are contributing to the advancement of your society and our laws.

Law School prepared me but not adequately. I was however able to catch-up through dedication and devotion during my time in the employment of one of the big firms in Nigeria. I learnt most things I didn’t know in law school then and most importantly is the burning desire to live your dream. I would have not been here today if I didn’t take the bold step to quit my well-paid job as a young lawyer to live and practice what I believe in.

With undivided attention and focus, I think someone in my career would be able to be among the leading young human rights advocates in the profession where the person can be able to have contributed in shaping many issues in the country. I would like to end up in the zenith of this profession.

Giving back life to someone who already lost hope in the society he lives. One of my clients, let’s call him LJ, would have died in prison hospital if I did not intervene. He was hospitalized throughout his two months’ incarceration in Ikoyi prisons with the kidney disease, fainting daily and not feeding properly. My intervention ensured his bail, discharge and onward treatment after. I filed for the variation of the bail terms of LJ and the prosecuting police officer asked me to “settle” him or else he will oppose my application. Fortunately, his opposition did not see the light of the day and justice prevailed.

Young lawyers who have interest in taking a career in Public Interest Litigation should be sure they have passion for humanity. Your interest should be genuine in order to make the best of it. It may not be paying at the beginning but with consistency and persistence, the future is bright.

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Taxation Law Practice Interview with Osiri Ndukwe

Please note that all opinions expressed in this interview are the opinions of the individual interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Public services such as provision of good roads, health care system, electricity, education, etc., are necessary for the social and economic well being of the people. Taxation is the process of providing government with regular, dependable and continuous source of revenue by transferring money from private hands into government treasury through compulsory payment.

Representing clients in courts on taxation matters

Advising clients on taxation matters

Interfacing between clients and government agencies

Writing articles on taxation for publication

Taxation is an interesting and budding area of law in Nigeria, and its smooth workability if well managed, would naturally lead to wealth redistribution and ultimately boost the economy.

 

I believe making impact in Nigeria’s taxation system would be a fast means of contributing to the development of Nigeria, which has always been my earnest desire. So, I chose taxation because I wanted to contribute to its growth and development of Nigeria ultimately.

He/she must be:

research-driven;

detail-oriented;

determined;

ready to put in long hours; and

proficient in communication (written and oral)

I work between 55 to 65 hours every week (exclusion of weekends). However, when there is important and urgent work, I work during the weekends, but on a flexible schedule.

Taxation is very wide area of law, but with few Nigerian law cases (that is in comparison to other pronounced areas). So, a lot of time, research and dedication are required to make a strong headway in this area.

 

Furthermore, lack of proper administration of the existing tax laws in Nigeria is a huge challenge.

Taxation is an area of law that concerns almost everybody – individuals and companies, yet there are few experts. So, it is somewhat quite rewarding financially to the few lawyers involved in it.

 

In addition, the knowledge of the Nigeria’s taxation system helps one to know his or her rights, and as they say, “no knowledge is a waste”.

To an extent, law school prepared me for this area of law. The marathon and long hours of law school schedule somehow prepared me for the long hours of work I put in now as a practicing lawyer.

 

However, courses, seminars and researches in taxation have contributed more in preparing me for this area of law.

As earlier mentioned about the budding nature of taxation law in Nigeria, most renowned tax experts usually venture into the corporate world – in-house counsel.

 

5 – 10 years from now, I see myself being recognized as a top taxation expert in the world.

I will join great men to say, “never limit yourself”. To work in taxation, one just needs to work hard and trust God.

You must be ready to do the “dirty work”. Going to court may be exhausting and time consuming, especially because of the workload of the courts. But this shouldn’t deter you from getting involved in different areas of litigation, commercial, family, probate etc. You should also make an effort to handle at least one or more pro bono cases a year, depending on your schedule. Not only would this enable you give back to the society, it also builds your confidence in courtroom advocacy.

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Dispute Resolution – Yuli Eyesan

Please note that all opinions expressed in this interview are the opinions of the lawyer interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Dispute resolution is the process of resolving actual or potential conflicts between parties through the adoption of litigation or alternative dispute resolution mechanisms such as arbitration, mediation and conciliation.

Dispute Resolution involves all mechanisms that can be employed in resolving disputes between parties. These include litigation, arbitration, mediation and negotiation. Litigation and arbitration are usually the widely used mechanisms in the Nigerian legal sector, although disputing parties are now being encouraged to mediate.

 

Contrary to what most people think, most of the work in litigation is done outside the court, these include advisory, case management, drafting of court processes, client meetings, to name a few.

 

Arbitration, although similar to litigation allows parties to choose their umpire, whose decision, much like the judge’s is binding.

Litigation is the most common method of dispute resolution in our clime and involves the parties submitting their grievances to an impartial arbiter (“the Judge”) in compliance with the laid down procedure and the Judge placing the evidence received from the parties on an imaginary scale. The Judge then gives judgment on a balance of probability.

A typical day for me starts with resumption at one of the courthouses in Lagos. Depending on the schedule of the court, I could be in court for as long as 4 hours waiting for my case to be heard.

 

When I am not in court, I am involved in a number of other preparatory activities including, preparing case management strategy, attending meetings with clients and witnesses, participating in brainstorming sessions with team members, drafting and reviewing court processes.

Interestingly, I did not start out in dispute resolution; I was in a transactional department in my firm and really enjoyed the work there. So my decision to practice was not by choice, as we have a rotational system in the firm. Although I had studied Mediation and International Arbitration during my LLM program, I had never given much thought to litigation practice, especially before the Nigerian courts.

 

My experience so far has been worthwhile, I have learnt a lot but I think I’ll be heading back to transactional work soon.

Litigation for me, as with other areas of law requires an active and creative mind. I like to think of my cases as Sudoku puzzles, fitting pieces in the right place is important in obtaining a win for the client. To be really successful, you need to go the extra mile, read more recent cases, be diligent in filing court processes on time, never miss a court date and, do not take unnecessary adjournments as this slows down the entire court process. In addition to this you must been able to speak boldly and audibly, especially when appearing in cou

 mostly advise corporate entities including financial institutions and energy companies, government institutions and occasionally individuals. Disputes are really not client specific, as they arise in all areas of life. In the last few years, I have specialized in representing employers in labour related disputes.d

I currently handle a number of court cases and arbitrations. I typically work a minimum of 9 hours everyday. However, when I have a tight deadline, such as filing a court process within time, this can extend to 12 to 18 hours during the weekdays. Although I rarely work weekends, except in exceptional circumstances, I usually spend Sunday evenings planning for the next week and finishing any outstanding work from the previous week

I find court attendance the most challenging. This is because until I become a Senior Advocate of Nigeria, I will have to wait in court for about 2 to 4 hours before my case is heard. For me this is time lost that can never be regained. On the flip side, while in court I learn from other cases I observe and this has been quite useful.

Working on an international arbitration can be very rewarding. The exposure to other legal systems, legal thinking, as well as the opportunity to travel is definitely a plus for anyone who wants to be a truly international lawyer. Also courtroom advocacy improves your confidence; I find that speaking with clients and before large audiences is less daunting for me.

I really do not remember much of what I studied while at the law school because my attitude was “to study to pass”. That said, the law school attachment program provided exposure to how the legal system works in practice; I was fortunate to intern with one of the top 4 commercial law firms.

 

In my view, the law school system is quite theoretical rather than practical, so issues, such as legal writing, interviewing clients, drafting agreements etc. are not adequately dealt with. However, in my first year, I was exposed to clients early and required to write legal opinions which I learnt very quickly.

Although I have spent that last two years in litigation and largely enjoyed it, I see myself advising on transactions. I am more inclined towards international practice, as I believe the world through the advancement in technology is increasingly getting smaller. But we never know I might just become the next Senior Advocate!

I had appeared before a judge several times at the National Industrial Court and had a made a good impression, I think. Howeveron a particular day I was appearing alone and I was going to take a date for trial, but was ambushed by the other party who insisted that trial must start on that date. The judge referred to me as the “young silk” (this means a Senior Advocate of Nigeria) and inquired whether I was prepared for trial. Well, I wasn’t, but the recognition gave me a confidence boost, and I actually commenced trial that day.

You must be ready to do the “dirty work”. Going to court may be exhausting and time consuming, especially because of the workload of the courts. But this shouldn’t deter you from getting involved in different areas of litigation, commercial, family, probate etc. You should also make an effort to handle at least one or more pro bono cases a year, depending on your schedule. Not only would this enable you give back to the society, it also builds your confidence in courtroom advocacy.

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Dispute Resolution – Tanimola Anjorin

Please note that all opinions expressed in this interview are the opinions of the lawyer interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged

Dispute resolution is the process of resolving actual or potential conflicts between parties through the adoption of litigation or alternative dispute resolution mechanisms such as arbitration, mediation and conciliation.

 

Litigation is the most common method of dispute resolution in our clime and involves the parties submitting their grievances to an impartial arbiter (“the Judge”) in compliance with the laid down procedure and the Judge placing the evidence received from the parties on an imaginary scale. The Judge then gives judgment on a balance of probability.

As a lawyer trained in litigation, I attend court sittings about three times in a week. When I do not have prescheduled cases, I sometimes go to court to observe the demeanour, disposition and decision of some of the judges before whom I have pending matters.

 

My daily task when I am in court involves getting to court early, considering possible issues that the other party or the court may raise. After court proceedings, I send a litigation update to the client (notwithstanding the client’s attendance in court), review my strategy for the next case and conduct research (including reading law reports) in order to be abreast of developments in the law.

I am passionate about using the law to regulate the activities of people and consider the legal profession as a great avenue for influencing humanity. The admiration and respect for lawyers also influenced my decision to study law.

The ability to think critically, good oral and written communication skills and strong analytical skills are important for dispute resolution lawyers.

I work with both corporate and individual clients.

My workload is sometimes high. However, my passion for the legal profession keeps me motivated and I continue to derive satisfaction from what I do.

The most challenging aspect of litigation is having to anticipate the strategy of the other party. Otherwise, the client’s case may be prematurely defeated.

Litigation broadens one’s horizon and exposes one to diverse areas. Litigators are employed in a variety of transactions in the event of disputes between parties as to the performance of contracts, interpretation of contractual documents or fulfilment of obligations and any other areas of conflict.

The law school curriculum was a good introduction to dispute resolution practice.  However, litigation cannot be completely taught within the walls of a classroom. In litigation, one needs to constantly observe the application of the law in the courts and take active steps to be abreast of developments in the law.

 

I believe that with continued hard work and dedication, I will be adorned with the rank of Senior Advocate of Nigeria (SAN), the highest rank of the profession or called upon to serve as a judge.

I would always remember my first solo appearance in court. It made me wonder whether I was in the right profession. I was to get a trial date before the High Court in Ibadan. The Honourable Judge believed that the suit, being one of recovery of premises, ought to have been filed at the magistrate court. I argued passionately to keep the matter at the High Court but the Judge transferred the matter to the magistrate court. In his words “Counsel, sit down, I have made up my mind. I am transferring this matter to the magistrate court”.

 

I felt bad and could not even report the proceeding in the office until my Head of Chambers requested for an update the following day. However, the transfer worked in favour of the firm because the matter was concluded within a month while similar matters at the High Court lingered on.

Aspiring dispute resolution lawyers should strive to build strong advocacy and research skills early in their careers.

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Compliance – Ife Ogunleye

Ife graduated with a law degree from the University of Manchester. After spending a short while working in a law firm, I moved into the policy field and worked on various policy and financial regulatory issues for a trade organisation before leaving to go to law school. Since law school, I has been working as a compliance and investigations lawyer. 

Please note that all opinions expressed in this interview are the opinions of the individual interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Compliance and investigations law is about helping clients carry on business in a manner that is in accordance with laws and regulations. Companies would usually have thousands of rules and legislation that is applicable to them and so would often need help determining what obligations they have and how to best comply with them. Investigations kicks in when companies need to figure out particular incidents that have occurred within their organisations for a myriad of reasons.

The work involves a huge amount of research. In determining a company’s compliance obligations you start by compiling a list of all the laws, regulations etc. that applies to the company’s operations. There’s also a significant amount of drafting. If I’m working on an investigation, then I’ll be reviewing the company’s documents, carrying out research, drafting memos and reports and communicating regularly with the client either via email or conference calls.

I had spent some time offering quasi-compliance services to companies in a previous job I had, knew that I enjoyed working in that space and had been thinking of focusing on the compliance sector after law school especially as I realized that this was not something a lot of companies paid much attention to, to their detriment. Also, not a lot of law firms offered full-fledged compliance services so it seemed like a sector in which there was still much ground to cover and enough room to grow and develop.

As with any other area of law, attention to detail is quite important. You also have to be quite analytical and be able to make logical deductions. Having excellent communication skills is non-negotiable, as is the ability to work in a team effectively. Apart from these, it helps if you’re motivated, determined and driven.

The client list is actually quite varied across various industries but they tend to be multinational companies.

The workload can be quite intense. Offering compliance legal services involves a huge volume of work, understanding the clients business and developing a framework that covers all of the clients’ obligations. With investigations, you’re frequently looking over transactions that happened months, or sometimes years ago; reviewing tons of emails, documents etc.; interviewing people involved; identifying any issues and pulling all that information together into a format that is helpful to the client. You’re frequently doing this to a very tight deadline so it does mean a lot of long days and late nights.

I think the most rewarding part of the job is seeing an investigation to the end – either helping a client successfully navigating a criminal investigation into its conduct or seeing a client implement recommendations you’ve given them at the end of an internal investigation to become a more ethical company.

One of the most difficult things to deal with is the sheer amount of work involved I think. It usually involves working a lot of late nights and weekends.

Studying is always very different from practicing – law school would never really give you the technical knowledge of particular industries for instance but there are skills that you pick up that come in handy wherever you end up. Having good analytical abilities or communication skills helps when you move into work.

People are truly only now beginning to pay attention to compliance in Nigeria and compared to other jurisdictions, the sector is still in its infant stage so I definitely see myself continuing to practice in this area.

One highlight was accompanying a client to a high-profile hearing before a Senate Committee and seeing that we had addressed all the issues raised by the Committee in the investigation beforehand. All the work we had done meant that the client could confidently represent itself before the Committee.

Just get out there and be proactive. Send in applications for internships, talk to people in the industry and keep up to date with the news.

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Mergers & Acquisition – Abisayo Olawale-Cole

Abisayo Olawale-Cole, Corporate Finance/M&A Lawyer

Abisayo Olawale-Cole is a corporate lawyer. She previously worked as an Associate with Aluko & Oyebode. Her areas of specialisation include corporate finance, mergers & acquisitions and corporate restructuring.

She has been involved in the provision of advice to various foreign investors on their investments across various sectors in the Nigerian economy, including energy, financial services and FMCG.

Abisayo graduated from the University of Bristol with a Bachelor’s Degree in Law and French (LLB Hons) and obtained her LLM in International Banking and Finance Law from University College London (UCL). She also has a Masters in Management from Warwick Business School. She was called to the Nigerian Bar in 2013.

Please note that all opinions expressed in this interview are the opinions of the individual interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Mergers and acquisitions (“M&A”) is an area of corporate finance and management which involves the sale and purchase of businesses (acquisition) and/or fusion of different companies to form a new company (merger).

 

An acquisition may either be structured as a share acquisition or an asset acquisition. Where the transaction is structured as a share deal, the purchaser acquires shares of the target company, i.e. the company being acquired. On the other hand, on an asset purchase transaction, the purchaser buys the assets of the target company. Depending on the nature of the business, the assets being transferred would typically include property such as the plant and machinery used to run the business.

 

M&A lawyers advise clients on all aspects of the purchase and sale of whole businesses or business assets. This includes conducting legal due diligence on the target company, ensuring compliance with company law procedures and drafting and negotiating the transaction documents such as the sale and purchase agreement which sets out the terms upon which the shares/assets are being transferred.

No two days are the same as my daily tasks vary depending on the transactions I am advising on. Some of my daily tasks include:

 

Research and provision of legal opinions: My work involves a lot of research because clients often seek clarification on points of law and I am required to research and provide legal opinions on these issues.

 

Meetings: I spend a lot of time on phone calls and having meetings with clients and other parties involved in the transaction such as offshore legal counsel, other side’s lawyers and the financial advisers.

 

Drafting and negotiation: I am usually involved in the drafting and negotiation of documents. For example, at the start of a transaction, I prepare the first draft of a non-disclosure agreement which will require several rounds of negotiation before a final version is agreed. A non-disclosure agreement is a document which gives reassurance to the seller that sensitive information shared with the prospective buyer during the course of the transaction would be kept confidential. Also, on a share acquisition, I am usually involved in the drafting and/or review of the sale and purchase agreement which sets out the terms and conditions upon which the shares are transferred to the purchaser. As the buyer’s lawyer you want representations to be provided by the seller confirming it has good title to the shares being transferred.

 

Legal Due Diligence: When acting as legal adviser to the purchaser, I am required to conduct legal due diligence on the target company. This involves the review of documents such as the target company’s corporate documents, material contracts the company has entered into, liability of the target company etc. This enables the buyer identify any red flags and decide whether to proceed with the transaction.

Having obtained a Law degree and masters in Management, I developed a keen interest in the interaction between law and business. I was therefore drawn towards corporate law and in particular corporate finance/M&A as it involves helping businesses achieve their strategic objectives through the provision of my legal expertise.

Attention to detail is essential when working on transactions. As a lawyer you have to be very thorough as you will be required to draw to the attention of your client to various issues that may arise during legal due diligence and more generally during the drafting and negotiation of the transaction documents.

 

A strong business acumen is also key as clients expect a degree of knowledge about their business. Also, understanding your client’s business means that they are likely to retain your services and build a long standing relationship.

 

You will also be expected to be professional at all times when working under pressure. The nature of your work requires you to be aware of the limited timescales in which transactions have to be completed. Therefore, you will have to develop the act of managing client’s expectation whilst also ensuring them of a seamless legal service.

I mainly act for international clients within various industries such as companies in the oil and gas sector, private equity firms and a host of financial services institutions including banks and insurance companies.

The workload in M&A is very cyclical and work hours are often unpredictable. When the economy is stable and presents businesses the opportunity to expand or diversify, there is an appetite for M&A work and my workload is immense during this period. However, when the economy is slow my workload is reasonably balanced.

I have to juggle a number of competing priorities which have to be concluded within a short period.

The most rewarding aspect of my work is seeing is having the responsibility of managing a transaction from start through to completion.

 

Also, I feel a sense of accomplishment when I read about my client’s successful acquisition in the news headline. The excitement of knowing that I have contributed to helping a business achieve its objective is most appealing.

I would say that Nigerian Law School equipped me with the basic foundation required for working in the sector. However, it has been a process of continuous self-development through actively engaging with current news related to my areas of expertise and also building a strong network with colleagues and clients in the industry.

There are various career paths available for M&A lawyers. Some rise through the ranks and eventually become partners within the M&A practice of law firms, some go on to set up their own law firms, while others move in-house to join the legal departments of companies such as investment banks, private equity firms etc.

 

Personally, I see myself moving in-house as a corporate finance lawyer. I want to be closer to the business and the key decision makers. Working in-house means I get to witness the direct result of my advice to the business and this is very important to me.

My advice to an aspiring litigator is, if you feel it is your calling, stay on it. Discouraging factors will come to test your passion but stay on. Keep your mind on the excitement of preparing for legal battles and the joy of winning and you will get by.

 

Get the right definition for yourself and remember that a bad day in Court does not define you. Harsh words or unfair treatment from a boss or senior colleague do not define you. Reduce incidences of inadvertence on your part to the barest minimum but remember that mistakes are not peculiar to you. If you make it today, you have learnt a lesson for tomorrow.

I would say the most memorable thing was closing my first major transaction on which I advised as the lead associate. After the long hours and months of commitment to ensuring a seamless completion of the transaction, I felt very pleased knowing that the transaction was completed successful and that I had contributed to helping my client achieve this.

 

I remember waking up the next morning and seeing the transaction all over the headlines. It was a very fulfilling moment.

legallyengagedMergers & Acquisition – Abisayo Olawale-Cole
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Dispute Resolution – Goodness Onwuachu

Goodness Ifunanya Onwuachu, Associate, Auxano Law

Goodness is  a Litigation Associate at Auxano Law at Lekki Phase 1, Lagos State.

She studied law at Nnamdi Azikiwe University and then proceeded to Nigerian Law School, Enugu Campus. She did her externship at the law firm of Egonu, SAN in Onitsha, Anambra State where she imbibed the values of excellence and integrity in legal practice.

Goodness was called to the Nigerian Bar in 2014 and served at Udo Udoma & Belo-Osagie, Akwa Ibom State. She also served as Deputy Chief Litigation Officer of her CDS Group – Corps Legal Aid Group. Besides the excitement of courtrooms, she loves singing, acting and dancing in that order.

Please note that all opinions expressed in this interview are the opinions of the lawyer interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Litigation is one of the methods of dispute resolution in civilized nations. By this process, rights, obligations, powers and duties of individuals, organisations and governments are defined and delimited by the Courts. In carrying out this duty, Courts interpret the Constitution, statutes, subsidiary legislations and documents made by parties or which may affect the interest of the parties.

 

Lawyers (litigators) assist the Courts in carrying out their duties effectively. Lawyers do this by presenting the case of their respective clients to the best of their professional competence. This is basically what litigation is about.

As a litigator, I undertake a variety of tasks. Some of them are:

  1. I review facts of cases for the purpose of determining their relative strengths and weaknesses. I then suggest the best approach to prosecuting or defending them in Court or pursuing settlement.
  2. I conduct research to find answers to legal questions and to gather authorities to support legal argument.
  3. I hold meetings with clients to discuss facts of their cases. I also hold meetings with colleagues in a team to discuss legal issues arising from cases assigned to the team.
  4. I prepare legal opinions based on review of facts and research conducted.
  5. I prepare processes to be filed in Court (trial and appellate courts). The processes I prepare in the course of my duties include but are not limited to originating processes, pleadings, applications, responses to applications filed by opposing counsel, Notices of Appeal, Briefs of Argument.
  6. I represent clients in various State and Federal Courts, sometimes in the company of senior or junior colleagues and sometimes alone.
  7. I also undertake certain paralegal duties if the occasion so demands. These duties include filing processes in registries of various Courts, applying for and conducting search of Court files, applying for and obtaining certified true copies of Court processes, record of proceedings, orders and judgments.

I chose litigation as a core practice area because of passion.

 

I am happy just sitting in a Court room and listening to arguments especially when they are coming from intelligent lawyers.

I have a deep sense of admiration for Justices, Judges, Senior Advocates of Nigeria and other senior members of the bar who handle the law with dexterity.

I feel particularly pained and sometimes actually annoyed at the sight of injustice.

I am excited when I prepare for legal battle. From conducting legal research (especially that moment when I happen upon an authority that completely supports my argument on a recondite point of law), to searching out little but pivotal details of facts of cases, to anticipating all the points of argument opposing counsel may raise and getting ready to counter them if they are raised, to discussing (sometimes arguing) legal issues with my colleagues, to putting legal argument in writing, it is all excitement for me.

I am happy when I get the Court to agree with me on any point, whatever the point may be (that moment when you are say “as the Court pleases” with a big grin because the decision is in your favour)

It is sad experience for me when my colleagues and I have put in a lot of work into an argument we really believed in but the Court still takes a different position. However, at that moment it is not so much about the work we put in as it is about the life, freedom, property or other right of the client involved.

It is pure ecstasy for me when I see justice done and I have contributed in any way in bringing it about.

 

So yeah, litigation may not be the most lucrative practice area but I can’t imagine my life as a lawyer with no litigation (courtroom action).

Patience

Ability to pay attention to details (the minutest detail may make a world of difference in the overall outcome of a case)

Ability to think deep and fast (deep thinking is one of my personal qualities I have come to cherish as a lawyer in litigation)

Coordination/time management – Ability to organise one’s work with timelines. Just about everything done in court has timeline. Where you have multiple tasks, you have to arrange them according to urgency.

Ability to work and remain articulate under pressure. Litigation involves lots of work and you are likely to find yourself under pressure very often. You do not want to take a decision or make a mistake that will ruin your client’s case while under pressure.

Humility and teachability. My lecturers in law school (Enugu Campus) used to say, “God forbid that a lawyer should know all the law”.

Organizational skills. Keep records of everything pertaining to your work including completed tasks, authorities you found, stumbled on or heard in passing (especially those that decided recondite issues of law). You will be grateful you kept those records.

My lecturers in the university used to say, “whether your argument is right or wrong, if you are confident you may just convince your listeners”. N/B: Do not confuse confidence with pride or an over-bloated ego. A confident lawyer makes his argument attractive and convincing. A proud lawyer is a turn-off, even to Judges.

Skills like research, drafting and advocacy skills must be cultivated and improved on daily. IT skills, interpersonal relationship skills, listening skills are also very important.

Ability to save and invest money J. Oh! yes, you need that attribute if you are interested in becoming wealthy without having to abandon litigation.

Our clients include corporate bodies especially from the petroleum downstream sector, politicians and other individuals including indigent prisoners who we offer pro bono services.

I have an official 10 working hours on week days which will be exceeded if the occasion demands. I work weekends when it is necessary.

As a litigator, I find it challenging canvassing argument I do not believe in. Sometimes, it is not hard to convincingly argue a point I personally do not believe in. Some say it is one of the hallmarks of a good lawyer. However, at other times my juices refuse to flow and I struggle to put together a coherent and convincing argument.

The most rewarding aspect of my work is winning a fight for justice. It gives me a deep deep sense of satisfaction to see a party I worked on his case get justice. For me, this satisfaction is deeper than the happiness a lawyer gets from winning a case.

Law school prepared me for work as a litigator to a considerable extent. I think it is because our lecturers at Enugu Campus often told us the difference between what we needed to write in Bar Finals and what was obtainable in practice. From university days, I had lecturers who came to class with real practice stories that gave us a picture of things to expect at the Bar.

I am learning from the best and I am assured of continuous progress in my career as a litigator. I aspire to go to the bench and to climb to the Apex Court so that after I have fought for justice, I will be in a position to do justice and lay down good judicial precedents.

My advice to an aspiring litigator is, if you feel it is your calling, stay on it. Discouraging factors will come to test your passion but stay on. Keep your mind on the excitement of preparing for legal battles and the joy of winning and you will get by.

 

Get the right definition for yourself and remember that a bad day in Court does not define you. Harsh words or unfair treatment from a boss or senior colleague do not define you. Reduce incidences of inadvertence on your part to the barest minimum but remember that mistakes are not peculiar to you. If you make it today, you have learnt a lesson for tomorrow.

There were a couple of incidences during my service year that were memorable for me as a new wig. One of them happened in Akwa Ibom State High Court, Uyo Judicial Division. I appeared as a member of Corps Legal Aid Group to represent an indigent prisoner awaiting trial. I had filed an Application for Enforcement of Fundamental Rights but the Court was not going to hear it that day because the Respondents had not filed any response to the Application. However, I went on and on about how the Applicant had been incarcerated for too long and how the fact that he had not been charged to Court was an indication that there was no case against him or sufficient evidence to convict him. After listening to my submission, the Honourable Court delivered a bench ruling granting the Applicant bail. The Court went on to order that the State Ministry of Justice expedite action with the trial of the Applicant which they did before the passing out of my set.

What I found interesting was that several applications for bail were moved on that day but the Court did not grant any other one. I left feeling happy that I got bail for the Applicant on a day the Court appeared indisposed to grant bail applications. It was memorable for me because I was fresh out of law school and I was encouraged. Generally, everyday in Court is memorable for me.

legallyengagedDispute Resolution – Goodness Onwuachu
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Dispute Resolution – Hossana Gani

Hossana Gani, Associate, Everlaw Associates

Hossana graduated from the University of Abuja in 2014 with second class (upper) honours in Law, and thereafter proceeded to the Nigerian Law School Enugu campus for Law school.

He served in Lagos in the offices of Olaniwun Ajayi LP in the Dispute Resolution Department, and is presently practicing in Abuja, with Everlaw Associates.

Please note that all opinions expressed in this interview are the opinions of the lawyer interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Dispute resolution generally involves the various methods of resolving disputes among parties. It can be broadly classified into Litigation and Alternative Dispute Resolution (ADR).

 

Litigation simply means the process of taking legal action, the term is used to describe proceedings initiated between two or more opposing parties to enforce or defend a legal right.

 

Alternative Dispute Resolution (ADR) is a mechanism whereby a case is formally resolved or adjudicated outside of a Court. The different forms of ADR include, mediation, conciliation, arbitration, early neutral evaluation among others.

-Research: reading to find authorities to back up my arguments in Court, and also to support my position in briefs and on new issues or subjects I’m getting to know about.

 

-Client Interviews and counselling: this involves meeting the client for the first time, hearing and analyzing the story of the client and giving appropriate legal advice and solution, and also preparing client/witnesses for examination.

 

-Filling of Court Processes: this has to be done within time and if out of time depending on the rules of Court, extension is sought and the applicable penalty is paid.

 

-Appearance in Court: I am usually in Court 30 minutes before sitting to give room for me to be coordinated and settled, and also to cross-check and ensure that all documents and processes, exhibits are filed, served and are ready to be used in Court. I appear alone and sometimes with seniors.

 

-Investigation and searches on some important issues bordering on my case: especially for corporate personalities, I carry out searches at the CAC and other bodies and also carrying out some fact-finding about different issues and parties.

 

-Visitation to prison and police station: I go to prisons or police stations to see my clients and to discuss and elicit more information from them. I also give them updates on their matter and advice on how to proceed. Sometimes I meet with the officials to discuss the progress of my case.

What attracted me the most was a lawyer’s advocacy skills and human rights activism.

 

I choose this area because of the joy and fulfilment I derive from it, for instance in criminal trials, seeing a person that has been wrongly accused freed, standing in for indigent members of the society (pro-bono) and doing for them what they can’t do for themselves, thereby bringing joy and happiness to them.

 

Also resolution of disputes is key in our everyday relationships; as far as people continue to relate with one another, disputes and disagreement will arise. Various areas of law may end up employing one of the dispute resolution mechanisms to help resolve issues that might have arisen. Therefore to me dispute resolution, alternative or otherwise is the fulcrum and core of the legal profession.

– Confidence and Courage

– Steadfastness and persistence

– Good study and learning habit

-Time management skills

-Research Skills

-Oratory and advocacy skills

-Good writing skills

Corporate clients, professionals and indigent persons

The workload is high. Dispute resolution involves a lot of work from the beginning to the end, ranging from investigations and searches, research and a lot of writing and preparations for Court sessions and even ADR sessions.

 

That’s why effective time management and planning skills is key, without which a dispute resolution lawyer will be ineffective.

The ignorance of lay people is a big challenge, litigants expect a lawyer to be an adversary of his colleague on the other side. This problem causes lawyers to have issues relating to people they are opposing in court even out of Court.

 

Another challenge is the analogue system of filling and even law reporting in almost all trial Courts. This makes things difficult, but with trending innovation in most Courts I’m sure we will start e-filling and case reporting as in the National Industrial Court.

The joy and fulfillment to me is the most rewarding. Also, contrary to popular belief, there’s a lot of financial gain too as one progresses up the ladder.

Yes the law school did prepare me but not adequately, I wouldn’t completely blame the law school because I believe the training in the legal profession should be more practical right from the University.

Externship should be encouraged from the University days and be included in the curriculum so that prospective lawyers will get exposed to the practical aspect of the profession early.

I am few years post-call, but so far the journey has been worthwhile and my career has been progressing well. I hope to major in corporate litigation and ADR and I believe I have started on the right footing.

My advice is that they should start something at whatsoever level they are in, they don’t have to wait till after law school. The legal profession is huge and I believe there’s something everybody can do at different levels. Aspirants should try and do quality internships in a number of firms, Courts, Public offices and even NGO’s and try to be exposed to the legal profession as much as possible without necessarily been called to the Bar.

 

They should focus on developing time management, research and reading skills; this will help them not only in law practice but also in life generally.

 

I would also advise them to try to know which aspect of the profession they want to practice in.

There was a petition we filled involving embittered parties with a lot of emotions. We realized that the major problem between the parties was a communication gap. We were able to create an atmosphere for a free flow of communication between the parties and that lead to an amicable settlement; it was gladdening to see these opposing parties return to robust communication and eventually save their dying marriage.

 

And another was while I was still in the University. We had a pre-trial and prison decongestion program in the Law clinic of the University of Abuja. On a particular day, I lead a team to a prison and we initiated the process that saw the release of some inmates. It gave me extreme joy and happiness, a feeling I promised would ensure all through my career.

There was a petition we filled involving embittered parties with a lot of emotions. We realized that the major problem between the parties was a communication gap. We were able to create an atmosphere for a free flow of communication between the parties and that lead to an amicable settlement; it was gladdening to see these opposing parties return to robust communication and eventually save their dying marriage.

 

And another was while I was still in the University. We had a pre-trial and prison decongestion program in the Law clinic of the University of Abuja. On a particular day, I lead a team to a prison and we initiated the process that saw the release of some inmates. It gave me extreme joy and happiness, a feeling I promised would ensure all through my career.

legallyengagedDispute Resolution – Hossana Gani
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