Nigerian Law School : Corporate Law Practice, Monday, August 11, 2012 - Part 1 (Question 1 - 3)

READ THE INSTRUCTIONS CAREFILLY:
1.    This paper is divided into 2 Sections and 2 Answer Booklets are provided.
2.    Questions 1 and 4 are compulsory. One other question from each Section should be attempted.
3.    Questions from each section should be answered on a separate Answer Booklet.
4.    Write your EXAMINATION NUMBER ON EACH ANSWER BOOKLET


SECTION 1

QUESTION 1 (COMPULSORY)
One of the direct consequences of the passage of the Petroleum Industry Bill (PIB) by the National Assembly will be the unbundling of the Nigerian National Petroleum Corporation (NNPC) by the Bureau of Public Enterprises. In readiness for the enormous business opportunities which the PIB portends for the oil and gas sector of the Nigerian Economy, key local and international industry players are already jostling to position themselves to hit the ground running. At the recent “oil and Gas Summit” in Rio de Janeiro, Brazil, the Federal Government showcased the abundant opportunities in the Nigerian Petroleum industry and invited the international business community to come and invest in the sector. Acting on this, Rio Petro-Gas (Brazil) Inc has contacted you on the possibility of doing business in Nigeria without incorporating a Nigerian Company since the Federal Government of Nigeria invited them. Meanwhile, before returning to Nigeria, the president, Dr Goodluck Jonathan GCFR gave his consent for the Minister of Petroleum Resources to sign and Engineering and Technical Consultancy contract with the Directors of Global Oil and Gas Support (Brazil) Inc, a company invited to Nigeria by the Federal Government of Nigeria to provide engineering and technical support services to Nigerian Companies in the oil and gas sector, so as to leverage on the local content of the Local Content Act and the PIB. Answer the following questions:
a)    Write a legal opinion to the Director (Legal Services), Bureau of Public Enterprises on the available options for the proposed unbundling of the NNPC into limited liability companies under the Companies and Allied Matters Act.
b)    Advise Rio Petro- Gas (Brazil) Inc and Global Oil and Gas Support (Brazil ) on their chances of doing business in Nigeria without Incorporating a Nigerian Company.
c)    Assuming Rio Petro-Gas (Brazil) Inc. desires to incorporate a Nigerian company, Highlight:
i.    Five (5) Relevant Legislations it must comply with
ii.    Five (5) Regulatory Bodies involved in the registration and relevant approvals
d)    Write an Application for exemption from registration on behalf of Global Oil and Gas Support (Brazil) Inc as required by Section 56(2) CAMA
e)    Briefly explain any three permits you will advise the promoters of Rio Petro-Gas (Brazil) Inc to obtain after registering a company in Nigeria before commencement of business.

QUESTION 2

Assurance Bank Plc and Conti Bank Plc have decided to purse corporate restructuring. This was necessitated by the Central Bank of Nigeria’s directive to special examiners who found some holes in the balance sheet of the two commercial Banks. Efforts made by the shareholders of Assurance Bank Plc to solely pursue recapitalization have not yielded much fruits. The Board of Directors of the two banks met separately and decided to pursue business combination that will help them harness their comparative advantages. A transaction implementation agreement has been executed and the highlights are as follows:
a)    Nomination of an expatriate, Mr West London to the Board of the combined/merged entities to serve as the Managing Director, subject to Central Bank of Nigeria’s approval
b)    Increase in share capital of the merged entity from N60 billion to N100 billion
c)    Appointment of Mr. Oba Ekiran as the company secretary/legal adviser of the merged companies.


Answer the following:
a)    Draft the Commencement and execution clauses only of the Memorandum of Understanding to be executed by the merging companies.
b)    Itemize the procedure required for the category of business combination to be entered into by the companies.
c)    What are the steps to be taken to protect the interest of the dissenting members of the company?
d)    Assuming the name of the merged companies is Assurance Bank Plc, draft a resolution increasing the share capital from N60 billion to N100 billion; also complete the first page of the attached form CAC 2.4.
e)    Assuming the Articles of Association of the company makes share qualification a prerequisite for being a director, what statutory provision will the alien director, Mr West London comply with in order to take the share qualification?

QUESTION 3
Card Money Nigeria Unlimited was incorporated in October 2010, to carry on the business of manufacture and sale of electronic money card. It has prided itself as the only company in the financial devices sector with unlimited status. Its network has been N300 million with liability base of N50m. Following the introduction of cashless policy by the Central Bank of Nigeria, the shareholders of the company at an Extra-Ordinary General Meeting held on July 30, 2012, Resolved to embark on a number of measures to reposition the company as a major player in the emerging electronic money business in Nigeria. The proposed measures are as following:
I.    Change its name and status to Unified Online Payment Systems Limited, so as to comply with the specific directive that all companies in the financial intermediary service must have limited status.
II.    Expand its object clause to include establishment of online money exchange platform for banking operations
III.    Merge with Orion Technologies Limited, with a current balance sheet asset of N200 million.


Answer the following questions:
a)    Outline the procedure for the conversion of the company’s status from unlimited to private company limited by shares
b)    What obligations are incumbent on the Corporate Affairs Commission for the change of name of the company?
c)    What is the category of merger between the two Companies under the Investment and Securities Act?
d)    Outline the procedure for the change of the company’s name.





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