Gbenga Biobaku & Co. is a leading provider of business-driven legal services. With a team with vast and varied experience in the legal and business space, our services continue to improve the way legal compliance and business is done in Nigeria.

Oil & Gas

Nigeria has one of the world’s largest proven oil reserves and has been ranked as the highest oil producing country in Africa and is rapidly transforming into a leading investment destination amongst the emerging markets. Our oil and gas team is on the front lines of the oil and gas industry. Our lawyers have led and at other times participated in some of the most complex transactions in the industry representing operators, contractors, banks and financial institutions, underwriters, equity investors and sponsors in the successful structuring and documentation of oil and gas projects and transactions.  

We have been involved in the negotiation, drafting and review of various types of oil and gas agreements including production sharing contracts, joint operating agreements, drilling contracts and all types of contracts for the supply of products and services in the Nigerian oil and gas Industry.

Our team has considerable experience in advising both foreign and indigenous investors in the Nigerian Energy sector not only on projects and transactions but all aspects of their day to day business and operations. We also advise and assist our clients in processing the various investment, regulatory and operational permits and approvals required for doing business in the energy, mining and oil and gas sectors.

Practice Areas

  • OIL & GAS PROJECTS AND TRANSACTIONS
  • OIL SERVICES
  • PROJECT FINANCE
  • POWER PROJECTS
  • PRIVATISATION & INFRASTRUCTURE DEVELOPMENTS
  • SOLID MINERALS
  • ENVIRONMENTAL LAW & COMMUNITY RELATIONS

Selected Representative Transactions

*This includes transactions handled by members of the firm prior to joining the firm.

  • Advising on the $785 Million Oso Field Development Project jointly owned by Mobil Producing Nigeria Unlimited and the Nigerian National Petroleum Corporation (NNPC), and partly financed by equity from the sponsors, and debt capital from international institutions, such as, the World Bank, International Finance Corporation (IFC), US Export Import Bank, Japan Export Import Bank and the European Investment Bank.
  • Advising and negotiating the project financing, documentation and designing of the investment vehicle of the Oso-NGL Project, a gas utilisation project, which was sequel to the Oso-Field Development Project, originally estimated at US$810 Million and partly financed by equity from the sponsors and debt capital by a number of institutional investors in the United States and Europe.
  • Advising Skye Bank Plc “on a USD75million syndicated petroleum products receivables pre-financing facility.”
  • Advising Skye Bank Plc in connection with the negotiation of a trade finance facility from African Export – Import Bank (“Afrexim”)
  • Advising Statoil on the negotiation of several Production Sharing Contracts with the Nigerian National Petroleum Corporation (NNPC).
  • Representing Tenneco Oil in the disposal of its Nigerian oil and gas assets to British Gas.
  • Completed legal, regulatory and due diligence aspects of the acquisition by Petroleum Oil & Gas Company of South Africa (Nig.) Ltd PETROSA (Nigeria) (Transferee) of 50% (non-operating) interest in the existing production fields of Addax Petroleum Nigeria.
  • In collaboration with other firms providing advice to the Project Sponsors/Commercial Group, including Chevron, Shell, Nigeria National Petroleum Corporation, SobeGaz, SotoGaz, and the Ghanaian National Petroleum Corporation, which included Project structuring, project financing, and environmental issues advise on the West African sub-regional gas pipeline project.
  • Advising African Capital Alliance, a leading private equity firm in Nigeria in connection with the acquisition and financing of an interest in a gas processing plant involving a combination of equity and mezzanine finance in the sum of USD64million and reviewing and advising on the various Gas Agreements and the EPC contract.
  • Advising an international oil company in its bid for an oil block in the Nigeria/Sao Tome and Principe JDZ 2003 Licensing Round and conducting a detailed analysis of the Treaty and the petroleum, fiscal and contractual regime.
  • Advising Sonatrach, the Algerian state oil company in connection with its bid for an oil block in the 2005 Licensing Round and providing advice on the bidding regulations as well as detailed analysis of the petroleum, fiscal and contractual regime.
  • Advising and assisting Consolidated Petroleum PTY, a South African Company on the farm-in arrangements into a marginal field including the drafting and review of the transaction documents including the Purchase Agreement, Farm-in Agreement, Joint Operating Agreement and the Deed of Assignment.
  • Advising Hudson Petroleum in its bid for an oil block in the 2005 Licensing Round and assisting with the drafting and negotiation of the preliminary agreements including MOUs and Heads of Agreement.
  • Advising Baker Hughes on all legal aspects of the construction and development of a major facility in Port Harcourt, from negotiation of the long lease for the property to negotiating and rendering advice on the construction contract, advising on town planning regulatory issues as well as environmental issues, and undertaking the registration and perfection of the long lease.
  • Advising DWC Drilling on a number of drilling contracts with operators in the Nigerian oil and gas Industry and assisting with the negotiation.
  • Advising and assisting Parker Drilling in the processing of various regulatory approvals and permits relating to drilling operations in Nigeria.
  • Advising and assisting oil and gas operators and contractors on various procurement contracts, drilling services contracts, engineering procurement and construction (EPC) contracts, vessel charter parties, helicopter service contracts and several other procurement contracts.
  • Advising Statoil on all legal aspects of the development of a number of residential and office complexes in prime areas of Lagos, Nigeria.
  • Advising both landowners and Developers on several commercial and residential property developments.
  • In collaboration with lawyers in a UK law firm, acting for and advising a group of International Banks on aspects of the financing of the Eleme Petrochemical Plant.

Power Projects 

Since the announcement and launching of the Roadmap for Power Sector Reform in August 2010, the Nigerian power sector has undergone significant reforms in recent times with the unbundling and eventual privatization of the Power Holding Company of Nigeria (PHCN). In many quarters, the industry continues to remain the critical measure of the Country’s progress towards industrialization and development. There has also been significant interest in the use of renewable energy as a source of power for communities as well as businesses.

In line with these enormous opportunities, Gbenga Biobaku & Co, has provided legal support and positioned herself to play a vital role both as advisors and catalysers in this renewed wave of growth especially in aspects relating to project development as well as project finance in the energy, power and infrastructure sectors. Our Power Project Team has considerable experience both in regulatory matters and in commercial transactions relating to power and infrastructure projects.

Selected Representative Transactions

*This includes transactions handled by members of the firm prior to joining the firm.

  • Advising TABA Nigeria Limited in respect of an Engineering Procurement and Construction (“EPC”) contract with NNPC relating to a power plant and advising and assisting with the structuring and documentation of the various subcontracting and the financing arrangements.
  • Advising ENRON International; Enron Nigeria Power Holding Ltd; and its local subsidiary, Enron Nigeria Power Ltd and providing consultancy on the statutory and regulatory framework existing in Nigeria for the establishment of an independent power plant in conjunction with a local power company and the Government of Lagos State.
  • In collaboration with lawyers in a UK law firm, acting for and advising a group of International Banks on aspects of the financing of the Eleme Petrochemical Plant.
  • Representing ENRON International; Enron Bénin Gas Holdings Ltd; and Enron West Africa Pipeline Ltd and providing general legal advisory work and consultations on the structuring, contract documentation, and security issues on the acquisition by Enron of the rights to all of the gas and condensate in the Aje Field of OML 113 and future rights in the gas and condensate produced from OML 113 outside the Aje Field.
  • Acted as a team member in the pre-project advisory team to Mobil Power Inc. and Mobil Producing Nigeria Unlimited (Project Sponsor) – Preliminary, behind-the-scenes advisory work and consultations on the statutory and regulatory framework existing in Nigeria for the setting up of an independent natural gas-based power plant, particularly government guarantees and fiscal incentives.
  • In collaboration with other firms providing advice to the Project Sponsors/Commercial Group, including Chevron, Shell, Nigeria National Petroleum Corporation, SobeGaz, SotoGaz, and the Ghanaian National Petroleum Corporation, which included Project structuring, project financing, and environmental issues advise on the West African sub-regional gas pipeline project.

General Corporate Commercial

Gbenga Biobaku & Co has a vibrant corporate commercial practice. Our lawyers have extensive experience and expertise in conducting and managing large-scale commercial transactions largely gained from advising clients on the full range of corporate finance transactions such as mergers and acquisitions, corporate and financial restructurings as well as capital market transactions. Our lawyers have an in-depth understanding of the financial services industry and have represented private equity investors, banks and other financial institutions, lenders and borrowers in a variety of transactions in the financial services industry.

The activities of our Corporate Commercial team span advising clients on complex transactions such as mergers, acquisitions and restructuring to day to day matters, such as employment contracts, service level agreements, commercial property transactions to commercial agreements generally. Our goal is always to add value and ensure we secure business oriented results for our clients within the framework of applicable laws and regulations.

Practice Areas

  • MERGERS & ACQUISITIONS
  • CAPITAL MARKETS
  • BANKING & FINANCE
  • PRIVATE EQUITY & VENTURE CAPITAL
  • PRIVATIZATION & INFRASTRUCTURE DEVELOPMENT
  • BUSINESS ADVISORY
  • INTERNATIONAL TRADE
  • FOREIGN INVESTMENTS & JOINT VENTURES
  • TELECOMMUNICATIONS
  • INFORMATION TECHNOLOGY
  • IMMIGRATION
  • COMMERCIAL PROPERTY DEVELOPMENT & CONVEYANCING
  • TAXATION
  • EMPLOYMENT & LABOUR RELATIONS
  • AIRCRAFT & SHIP FINANCING
  • COMPANY SECRETARIAL SERVICES

Selected Representative Transactions

*This includes transactions handled by members of the firm prior to joining the firm.

  • Advising one of the top 5 insurance companies in Nigeria in respect of a proposed merger involving conducting legal due diligence in respect of the target company, preparing merger agreement, advising on regulatory issues and preparing and filing scheme of merger documents with the Federal High Court.
  • Representing UTC Nigeria Plc, a publicly quoted company in a $14 million debt restructuring.
  • Advising UTC Nigeria Plc on a rights issue.
  • Advising on the Merger between the Nigerian subsidiaries of SmithKline Beecham and Sterling Products.
  • Advising on the acquisition of a merchant banking subsidiary by Union Bank of Nigeria Plc.
  • In collaboration with Nexizon, conducted legal due diligence for Oceanic Bank Plc in relation to the acquisition of a bank in Ghana.
  • Advising Skye Bank Plc in connection with the negotiation of a trade finance facility from African Export – Import Bank (“Afrexim”).
  • Advising and assisting a private developer on the Concession Agreement with the Lagos State Government relating to the redevelopment of the Balogun Square Market in the Central Business District of Lagos.
  • Conducted legal due diligence and provided pre-investment advice in a $15 million USD private equity investment by foremost international private equity firm in a leading cash-in-transit company in Nigeria.
  • Advising and assisting a private investor in connection with a joint venture arrangement with the Government of Ondo State Afforestation Project which was initially funded by the African Development Bank.
  • Advising and documenting various syndicated facilities relating to Peugeot Automobile Nigeria, Intel Oil Services, G.Cappa, International Distillers, Victoria Garden Hotels and several other leading companies.
  • Advising Inlaks Plc, a Conglomerate at that time, on the separation and corporatization of some of its divisions.
  • Advising a leading Aluminum Company in Nigeria on a Scheme of Arrangement involving the Parent Company and a subsidiary.
  • Advising May and Baker Nigeria Plc on several rights issues and offers for subscription.
  • Advising and assisting Royal Exchange Assurance Company Limited on several capital market transactions for various domestic and multinational clients.
  • Advising on several acquisitions and mergers, involving oil service companies, including the acquisition by Baker Hughes of a minority interest in a Nigeria Oil Service Company.
  • Advising a potential investor in the acquisition of equity shareholding in Nike Lake Resort under the proposed privatization by the Enugu State Government.
  • Advising on the structuring and financing of a major Hotel Project in Lagos, involving the international hotel chain, Accor.
  • Advising the International Finance Corporation on various aspects of financing of the re-organisation of the Federal Palace Hotels, Lagos, Nigeria.
  • Advising on the structuring and financing of a large cotton-processing mill, in which the International Finance Corporation (IFC) provided debt finance.
  • Advising the Federal Government of Nigeria and the Bureau of Public Enterprises (BPE) on the privatization of the Abuja Sheraton Hotel.
  • Advising the Federal Government of Nigeria and the Bureau of Public Enterprises (BPE) on the Privatization of the Abuja International Hotel.
  • Advising a South African telecommunications group in its bid for a strategic stake in a Nigerian Mobile Cellular Network Company.
  • Advising on a number of banking and financial transactions including structuring and drafting of equipment leases and sale & leaseback contracts and advising on a floatation of companies’ securities in the capital market.
  • Preparation of loan agreements, advice on Security Documentation, drafting and review of Security Documents including but not limited to, legal mortgages, debentures (fixed and floating) bills of sale, mortgage debentures, pledges, guarantees and indemnities.
  • Advising on the acquisition of Flexcube banking software by Union Bank of Nigeria Plc and Finnacle banking software by First Atlantic Bank Ltd.
  • Advising on the acquisition of an Internet-Based Money Transfer facility by First Atlantic Bank Ltd.
  • Advising various clients on employment agreements, collective bargaining agreement and labour restructuring.

Business Advisory

We have a Business Advisory Unit within our Corporate/Commercial Department that provides advice to clients regularly on establishing businesses in Nigeria and assisting with all the pre-investment and some of the operational permits and approvals.  In addition, the Firm also provides Company Secretarial support to several companies and advises and assists with regulatory compliance issues.

Selected Representative Transactions

*This includes transactions handled by members of the firm prior to joining the firm.

  • Advising several multinational Companies including Statoil, Parker Drilling, Vmonitor Inc. on the establishment of subsidiary companies in Nigeria and the processing and procurement of relevant pre-investment and operational permits and approvals.
  • Provision of Company Secretarial support and services
  • Advising on Regulatory and Compliance matters
  • Conducting Legal Due Diligence

Litigation & Arbitration

At Gbenga Biobaku & Co., we have a vibrant Dispute Resolution Department comprising of highly skilled and experienced litigators who have successfully represented top corporate and private clients over the years in diverse areas of Nigerian law.

Our approach is to understand the background of our clients’ problems and the ultimate business objectives which the client seeks to achieve. We then apply our vast knowledge and understanding of the law and the judicial process in developing the most effective strategy for resolving the problems and achieving our clients’ objectives.  Our litigation department is mindful of the firm’s principle of achieving a quick and satisfactory result in disputes and therefore conducts commercial and other litigation matters in a professional manner and with business efficacy. We ensure that our litigation strategy is fashioned in such a manner that will secure the immediate commercial objectives and the overall future interests of our client.

We have successfully applied our expertise in litigation and dispute resolution over the years for our numerous clients in a wide range of matters including oil and gas matters, shareholder disputes, claims for compensation, taxation, asset recovery, disputes arising from corporate governance, breach of contracts, employer/employee/industrial disputes, breach of fundamental rights claims, debt recovery, winding up of Companies, land disputes, claims for negligence, judicial review of administrative actions and other similar matters.

Practice Areas

  • OIL & GAS LITIGATION
  • ARBITRATION
  • SHIPPING & INTERNATIONAL TRADE
  • GENERAL COMMERCIAL LITIGATION
  • ALTERNATIVE DISPUTE RESOLUTION
  • EMPLOYMENT
  • ENVIRONMENTAL LITIGATION

Intellectual Property (IP)

In the last 15 years, the Nigerian Economy has recorded significant growth and has now overtaken South Africa to become the largest economy in Africa. A lot of the growth has been spurred by the emergence and high level of activities in such new sectors as telecoms, entertainment, information technology and e-commerce. This has been accompanied by the development of new ideas and innovation. The importance of protecting these ideas and innovations cannot be over-emphasized.

GBC provides legal support to its clients on all aspects of intellectual property protection and enforcement. We provide practical and commercial legal advice at every stage in the life and development of an intellectual property right, from creation and exploitation to protection and enforcement. In particular, we assist in the registration of Patents, Trademarks and Industrial designs, and processing of approvals from NOTAP for Technical Services Agreements, Licensing Agreements and other Technical Transfer Agreements.

Practice Areas

  • REGISTRATION OF PATENTS, TRADEMARKS & DESIGNS
  • IP TRANSACTIONS
  • COPYRIGHT
  • IP LITIGATION
  • IP DUE DILIGENCE
  • E-COMMERCE