By Adewale Kupoluyi
Series 13 of the Business Law Weekly of the Nigerian Bar Association Section on Business Law (NBA-SBL), gleaned from the intellectual stable of the distinguished Founding Partner of George Etomi and Partners and the Founding Chairman of the NBA-SBL, George Etomi, who spoke on several key issues bordering on the law, SBL, and the Nigerian business environment. According to the Chairman, of the Media, and Publicity Committee of NBA-SBL, Dayo Adu, the session was anchored by the Chairman of NBA-SBL and Partner, Odujirin & Adefulu, Dr. Adeoye Adefulu.
Preamble
In Africa, Nigerian legal services are the most respected in the legal market. This places the burden and duty to ensure the advancement and competence of the legal market. An important and quite encompassing niche of the legal profession is Corporate Practice and Transactional Legal Services. The early days of corporate practice in Nigeria were dominated by law firms and foreign lawyers. The scope of indigenization of business broke open a floodgate of corporate practice with none or inadequate lawyers to handle transactions and this caused sluggish growth of corporate and commercial law practice in Nigeria.
George Etomi, in his introduction to corporate practice, referenced it as being the result of “an excellent mentorship and good friendship”. He noted that he was ‘initiated’ into the corporate practice by his mentor and a first-generation lawyer in corporate practice, Chris Ogunbanjo, whom he came to understudy, through a referral by Udo Udoma. He stated that the second generation of corporate practitioners included himself, Udo Udoma, and a few others, and that generation was immediately followed by Asue Ighodalo and Bode Johnson. According to Etomi, there are five key criteria or ethics expected from every lawyer in corporate practice, whether as an in-house counsel or a transactional lawyer. They are: confidence in negotiation, to be manifested through one’s composure, conduct, and knowledge; punctuality; integrity; preparedness and knowledgeability of facts and figures; and willingness to learn from one another.
Tricks To Growth
Discussing tips for a successful corporate practice, Etomi proposes two key factors: Protect and Project. Addressing the issue of protecting corporate practice in Nigeria, he said that, at the core of the corporate practice, is the prosperity of corporate lawyers and the advancement of the client base of the African legal market. He emphasized that the role of friendship can never be underestimated in corporate practice, for lawyers owe a duty to the client to seek assistance and collaboration from expert colleagues in areas where they know they lack expertise. This is because the client has an overriding interest over any competitive interest lawyers may have. Additionally, he hinted that “globalization and technology have broadened the scope of competition to peers beyond the Nigerian hemisphere even to an intercontinental scope such as multinational transactions, where one can have lawyers from different jurisdictions advising on the same transaction, hence the need for an excellent knowledge of trade laws and practice by these lawyers”, as he further encouraged lawyers and law firms to invest in innovations and technological upgrade facilities.
On the nature of projection required of the practice, he stated that “poor awareness in the capacity of Nigerian lawyers in corporate transactions and a lack of knowledge of the available opportunities for lawyers in the corporate world, are the results of poor projection in the corporate practice”. He expounds that poor projection accounts for the lack of knowledge of in-house counsel on the capacity of practicing lawyers and a lack of confidence in their capacity. He specifically mentioned that the main reason for establishing the NBA-SBL, “is to encourage increased collaboration between in-house counsel and private practitioners. This is to orient the private practitioner on what is expected of him and imbibe confidence in the in-house counsel on the delivery capability of the said practitioner”.
Analyzing the worth of the legal services market, he opined that the “legal services market is estimated to be at around $US800 billion and expected to attain a value of one trillion by 2026 in tandem with the expansion of global services market, as globalization and all other barriers to the free flow of economy are lowered”. He advised lawyers to be ready and tap into opportunities such as the United Kingdom – Nigeria trade economy. He also emphasized the need for African lawyers to collaborate to foster growth and leverage opportunities, as the African Continental Free Trade Area (AfCFTA) comes to the fore.
“All hands, not just the SBL, must be on deck, to determine and grow the Nigerian legal market. Governments are the highest consumers of legal services and the greatest skeptics of the transactional lawyer’s capability, hence the need to collaborate with them to enact business-friendly and trade-favorable laws and policies and avoid laws that undermine the African legal services and African corporate law practice. The SBL is to undertake a conscious engagement of indigenous and African law firms in the activities and conferences of the SBL”, Etomi added.
On NBA-SBL
“Prior to the inauguration of the SBL, the structure that oversaw corporate practice in Nigeria was a Corporate Counsel Forum, which was incomprehensive and inefficient. There existed a need to measure the worth of corporate practice in Nigeria, foster collaboration of corporate lawyers, and be accorded international recognition like the IBA (International Bar Association). In response to these agitations, which date back to the year 1999, an amendment of the NBA constitution was effected, a reform committee was established, and bye-laws created in order to lay a foundation for the establishment of the SBL. These processes passed through two NBA Presidents and attained establishment during the second term of Wole Olanipekun (SAN).
“Three months after the establishment of the SBL, Bayo Ojo (SAN) was elected as the new President. He saw the SBL as a paradigm shift and pushed for a wider and more public presentation of the Section. The NBA President authorized a credit facility in the sum of N1,000,000. The Section enjoyed and still enjoys the total support of commercial law firms, corporate (in-house) counsel, and transactional lawyers, as promised in a stakeholders meeting, held before the inauguration of the Section, where operations of the Section were agreed upon. As a matter of standard, all SBL events and conferences have always and still answers to international best practices, a quality that has earned it the recognition of the international community and increased collaboration, between foreign and Nigerian law firms.
“The SBL has faced opposition from some members of the NBA, who saw its establishment as an emasculation of the NBA. This put a hold on the SBL conferences for quite some years. Other arguments such as the choice of location for the conference and operational activities of the Section have arisen occasionally. It is an undeniable fact that the SBL has broadened the available niche in the legal profession. It orchestrated the continued creation of opportunities and dynamic exposure being witnessed currently in the corporate and commercial sectors, right from the grassroots knowledge level, as taught by the Nigerian Bar Association’s Institute of Continued Legal Education (NBA-ICLE). Despite the drop in the age bracket of its leaders and members, the quality keeps exceeding the bar”, Etomi stated further.
Nigerian Business Law
The Founding Chairman expressed his disappointment with the state of the relationship between the business community and the government. “The inability of the country to tie its political, judicial, and practice profile deeply impacts businesses and the ability to attract business. A wrong response to political activities affects the business negatively and sabotages the government’s effort to push reforms when it seeks to do so”, he stated. He beckoned on the President-elect of the 2023 presidential election, Asiwaju Bola Tinubu, to address a number of issues, starting from the damages occasioned by subsidies in the business landscape of Nigeria. He equally suggested that the President-elect should not hesitate to seek help and understanding when and where necessary, regardless of any circumstances.
Etomi admitted that the solution to subsidy may cause untold hardship and threaten the legitimacy of the administration. He opines that the establishment of infrastructure in the power sector is a major solution to the diversification of the economy of Nigeria. Power, he said, is required for almost all things; food, labour efficiency, ability to move gas for export. “70% of electricity cost is hinged on gas. The absence of this infrastructure leads to much reliance on gas producers, who are slaves to the government that fixes the price of gas as a result of subsidy. Hence, the business landscape becomes unattractive to the suppliers since supply is on a best endeavour basis”, he disclosed.
On the judiciary, he informed that “the consistent interference by the executive hinders just and fair judgment, and the unexplainable delays and inconsiderate adjournment dates that discourage investors and result in partial commitment to the Nigerian business landscape. The courts only prioritize political, criminal, and civil cases, in that order. Early dates are only obtained in rare chances and on the basis of SANship”. In his concluding remarks, Etomi alleged that a good number of arbitration cases are lost due to incompetence and the nonchalant attitude of government agencies.
Other points identified by him that cause degradation to the business landscape of the country include failure to enthrone the rule of law and the presence of arbitrary tax laws. Meanwhile, the NBA-SBL Chairman, Dr. Adeoye Adefulu, while commenting on the high quality of the SBL conferences so far, announced the 17th Annual Business Law Conference, slated for 5th to 7th July 2023 with the theme “Nigerian Business Landscape: Priorities for Law, Policy and Regulation”, holding at the Eko Hotels and Suites, Victoria Island, Lagos, which promises to be highly interesting.
Dr. Kupoluyi is a member of the Nigerian Bar Association Section on Business Law (NBA-SBL)
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