THE REMOVAL OF THE DIRECTORS OF FIRST BANK NIGERIA; A POWER CLASH?”

The decision of the Central Bank of Nigeria (CBN) to dissolve the entire board and management of the First Bank of Nigeria Limited and FBN Holdings Plc attracted various questions and commentaries about the power of CBN to appoint and disqualify a director of its choosing and the legal implication of the decision. The concern on everyone’s mind was whether the CBN had the power to do this, and if so, was such a measure the least severe measure, if not was it appropriate?

To understand what led to the decision of the CBN Governor, a little bit of background is needed. It all started in 2016 when the First Bank came under CBN’s close surveillance as result of significant increase in the bank’s non performing loans. The apex bank believed that the high incidence of non performing loans with the bank was as a result of “bad credit decisions, significant and non-performing insider loans and poor corporate governance practices”; thus, the apex bank felt it imperative to take steps to protect the interest of shareholders and customers of the bank.

One of the steps taken by CBN was to supervise the change of management team which led to the appointment of Sola Adeduntan as the new Managing Director/ Chief Executive Office in January 2016. It appears that Sola Adeduntan served as CBN’s check on the activities of the board of First Bank Limited with respect to the insider loans, and this must not have gone down well with Oba Otudeko, the Chairman FBN holding Plc who also doubles as the Chairman of Honeywell Group, one of the companies alleged to have non performing loans with First Bank of Nigeria.

According to Nairametrics in its article titled “Why CBN sacked board of First Bank”, the move to remove Sola Adeduntan came after the bank received instruction from CBN on the 26th of April, 2021 stating that the bank had failed to perfect its lien on the shares of Mr. Oba Otudeko in FBN Holding Plc which served as collateral to the restructured loan for Honeywell Flour Mill contrary to the terms of the restructuring. CBN further directing the bank to ensure the repayment of the Honeywell Flour Mills loan within 48 hours or the apex bank to take regulatory measures against the insider borrower and the bank.

As expected, the directives of CBN didn’t go down well with Oba Otudeko, and in response, the decision to remove Sola Adeduntan was hatched. Despite the opposition of the CBN Governor to the removal of Sola Adeduntan, the board went ahead with the removal which was announced on April 28, 2021 much to CBN’s disapproval. By the 29th of April 2020, the CBN Governor announced the removal of the all directors of FBN Ltd and FBN Holdings Plc and the appointment of new directors in FBN Ltd and FBN Holdings Plc, as well as the reinstatement of Sola Adeduntan as Managing Director/Chief Executive Officer of First Bank.

It’s important to note that the activities of all financial institutions in Nigeria is governed by Banks and Other Financial Institutions Act (BOFIA) 2020, and virtue of Section 34 of BOFIA, the CBN may direct the removal of a manager or officer of a bank where after an examination, it is satisfied that the bank is in a grave situation. The power of the apex bank under Section 34 of BOFIA is quite discretionary and only two requirements are proposed; that an examination is carried out and the situation of the bank is grave.

Since non-performing loans are detrimental to the financial stability of any bank, we could argue that the bank’s situation was indeed grave thus necessitating CBN taking steps to protect the shareholder’s interest even if it meant removing all directors who in the opinion of CBN were complacent of the situation of the bank with regards to its non performing loans. However, according to the FBN Audit Committee’s Financial Year report for 2020 on insider-related transaction, the audit met the CBN standards and was signed off by the CBN and dated March 8th, 2021. If this is the case it blurs the narrative. Could the action of the CBN Governor be a result of character clash for not simply obeying the pecking order?

The Implication of Derek Chavin’s Conviction

The Derek Chauvin case has been described by academics as a watershed moment in United State history for police accountability. Before now, the American police department had systemically been granted immunity for civilian deaths resulting from acts taken in the line of duty. This article discusses the implication of Derek Chauvin’s conviction and how the events leading up to the verdict of Derek Chauvin has created a lot of mixed emotions.

Firstly, in the days following the death of George Floyd, the chants amid the Black Lives Matter protesters was ‘defund the police’. In Minneapolis, the council member responded by declaring its “commitment to end policing as we know it”. This looks to create police accountability and decrease the use of excessive force by police officials. When the George Floyd Justice in Policing Act 2021 is enacted, it would create a new standard for police. It is yet to be voted on by the senate, where it would be subjected to political opposition.

The most surprising occurrence at the Chauvin trial was the testimony of the law enforcement officials. It was unusual to see a number of officers from the department of an accused give testimonies that were detrimental to his defence. A fact that was synonymous in their testimony was that he had used an unauthorised amount of force. This has raised the question of if police testimonies, against each other, would be credible and have the same effect in similar cases. The US Police Union have a reputation for being resistant to change and leveraging political pressure to protect the interest of their members. However, the response from the police department has been quite unprecedented.

Yale Professor Tracey Meares in an interview with NPR pointed out that the video was very compelling evidence and was pivotal for the jury! Over time, we have seen similar cases where video evidence was not compelling evidence. An example of this was the case of Ahmaud Arbery. However, let’s not forget that each case should be judged on its merits, as it is based on a unique set of facts.

The narrative of the prosecution team centred around a rogue cop, who went over and beyond what was reasonable. The gravity of the case goes beyond the isolated incidence. The bigger fight is against police misconduct, excessive force, and racial bias in policing. The George Floyd Justice in Policing Act 2021 intends to bring much-needed reform to the police justice system. It is clear that the real effort would need to go beyond the legislation and towards sensitising the police force about the culture of the people in the area they police.

How Does the Copyright Law Protect Me? Basic Facts You Should Know

The concepts of “creativity” and “creatives” have become more popular than they were a few years ago. These days, people run vlogs on YouTube, make funny skits on Instagram and Twitter, and even own podcast channels. Even music, design and photography have become more recognised than they used to be, with innovations springing up every day. The Arts and Fashion industries are not left out of the evolution as more individuals are venturing into it either as full-time jobs or as side hustles. 

With this evolution comes the challenge of protecting creative work from being stolen or copied without permission. This is why we’ve written this blog post, which is an exclusive creative work, to give you a simple guide to the Copyright Law and how it affects your work.  

What is Copyright?

Copyright has been defined by Black’s Law Dictionary (9th Edition) as a right granted to the author or originator of certain literary or artistic productions, whereby the creator is invested, for a limited period, with the sole and exclusive privilege of multiplying copies of the literary or artistic works and publishing or selling them. Copyright in Nigeria is generally protected by The Copyright Act Chapter C28 Laws of the Federation of Nigeria 2004 (Copyright Act).

What does Copyright protect?

The best way to protect your work — be it a quote, a piece of art, a word, or design —  is to copyright it. This is as long as you can prove that said piece of work was created by you or is an original work done by you. Section 1(1) of the Copyright Act states that the following  are eligible to be protected:

  • Literary works
  • Musical works
  • Artistic works
  • Cinematographic films
  • Sound recordings
  • Broadcasts

How can you enjoy the Copyright Law?

The beautiful thing about copyright is that unlike every other form of intellectual property, you can enjoy its protection without registration. You enjoy it as soon as the work is created. However,  the advantage of the registration is that the Nigerian Copyright Commission (NCC) allows owners of copyrights the option to deposit a copy of their works with the NCC and in turn receive a certificate which will serve as a notification of the existence of the work to the general public. Also, registration allows for the easy verification of data relating to a piece work or its author to the general public.

How does it protect your work?

Copyright protects other people from:  

  • Copying your work
  • Distributing copies of it, whether free of charge or for sale
  • Renting or lending copies of your work
  • Performing, showing or playing your work in public
  • Making an adaptation of your work
  • Putting it on the internet

In case you want to register your copyright, you need to complete a form along with two copies of the creative work.  You will also have to provide evidence of payment of the prescribed fee. Registration can be done online or physically at the NCC office. To register online with the NCC, click on this link – Register with NCC

Know Your Rights as a Tenant in Nigeria

It is a known fact that searching for an apartment in Nigeria is an overwhelming task. Usually, you’d find that either the houses within your budget do not meet your standards or the houses that meet your expectations are way above your budget. Now, imagine going through all of that stress and not being aware of your rights as a tenant after you’ve settled for a house. Sad, right?

It’s okay if you have made mistakes in the past. This post outlines crucial rights you should know and demand if they’re not in place.

  1. Right to the issuance of receipt of payment: Once you have paid your rent, you should request for a receipt of payment signed by either the landlord, his lawyer or any authorized agent acting on his behalf. The receipt will be prima facie evidence of your right to the property you have rented. It should show the amount paid and also the location of the property. In Lagos, for instance, failure to issue a receipt of payment is an offence under the Lagos Tenancy Law.
  1. Right to a written agreement: Even though the law permits for oral tenancy agreement, it is advisable to opt for a written agreement because that way, it is easier to prove in the court of law. Be careful, however; ensure the written agreement is fit for the purpose of the contract you plan on entering into. There’s nothing safer than having your lawyer go through it to make sure it represents all your interests.
  1. Right to exclusive possession: The minute you have entered into a contract with the landlord, you have exclusive rights to the property pending the period of your tenancy. As such, your landlord has no right to enter into your property without your permission. Doing so is considered to be trespassing. Even maintenance of the property has to be done with your approval because of your exclusive possession during the duration of your tenancy. You also have the right to use the property as you wish subject to the covenants agreed in the contract. 
  1. Right to notice to quit before eviction: This is one right you must never forget because Nigerian tenants are usually ignorant this. Before you are evicted from the property you have rented, you must be given a quit notice, and the number of days is subject to the period of your tenancy:
  • A one-year (or above) tenancy will require at least a notice of 6 months
  • A one-month tenancy will require a minimum notice of one month
  • A one-week tenancy will require a minimum notice of one week

After this, you also entitled to a 7-day notice to recover possession. If all of these steps aren’t carried out, the landlord will not have the right to an action for eviction in court.

  1. Right to habitable premises: The property which you are renting has to be fit for the purpose of which you are renting it whether it is for living or office work. All latent defects in the house have to be fixed by the landlord. This also applies to issues that have to deal with fixtures or reasonable wear and tears to the building.

Regardless of how much you paid for rent or what type of building you are renting, your landlord owes you all the rights mentioned above as the law is very clear on these terms. The safest way to avoid being manipulated by landlords is to ensure that you are armed with a lawyer and a real estate agent right from the negotiation to the conclusion stage.

Fake News: “It’s Just a Prank” as a Defence to Online Defamation

The reign of social media comes with a lot of user-generated content being posted on various online platforms. As a result, there seems to be a blurred line between what is true or not and what was intended to be malicious or not. If you are familiar with the streets of social media, especially Twitter and Instagram, you would have come across a lot of fake news being peddled around but covered up as pranks once they are flagged or called out. Hence, this question arises — Is the excuse of  “It’s just a prank” enough defence against a defamation suit?

Defamation can be defined as the act of injuring a person’s character, fame or reputation by false and malicious statements. Defamation can either be libel (written defamation) or slander(oral defamation). To determine whether a tweet or post is defamation,  it has to be shown that it is a lie; there has to be actual harm to the person’s reputation, and there must be evidence of the post. The law will view a funny skit, satire or prank as more than just a post if it is injurious to someone’s character.

Ask yourself if your “prank” falls under an established defence for spreading defamatory news. In Nigeria, a few defences have been stated as to when fake news might not be deemed as online defamation. They include fair comment, a statement made about a public person without malice or minor errors in reporting such as age, title or wrong address. As captured above, pranks are not mentioned as a defence to online defamation. You should, therefore, be careful what you post under this guise and ensure it is not defaming anyone. The cases on online defamation are very limited which means as a blogger or a vlogger or even a social media user you need to take extra precautions before posting anything online because you are not sure of the full extent of the law on this matter.

As a blogger or online enthusiast, you might consider an online post, comment, or skit to be harmless online banter, but the law views it differently if causes an injury to a person’s character. The law appropriates some degree of responsibility on the maker of the post and evaluates the targeted effect it has on the readers or viewers of the post. So, before you hit the “Publish” button, ensure that it does not defame anyone because you will be held accountable for it. 

Is Bleaching a Crime? (An Exposé on Cosmetic Product Regulations)

There are always trends fleeting in and out of  Nigeria, coming with various seasons and fading out as soon as a new trend sets in.  However, bleaching has been a constant trend in Nigeria, probably because there is a stereotype that being light-skinned makes you “more attractive” or noticeable. This has led to a fast-growing cosmetic industry, with few of them coming off as natural lightening agents.

The use of social media as a commercial hub has made it easy for the sale of these cosmetic products without any form of regulation. It has become easy to cook up some concoction at the back of your house, create some explicit branding, put some stickers on it, and sell it off on Instagram or Twitter as the one true natural brand. A lot of these vendors haven’t been within the four walls of a cosmetology school and many Nigerians have fallen victims of these non-licensed brands, getting their skins damaged as a result of the poorly regulated cosmetic sector. A video trended recently on Twitter showing a lady who went to “peel her skin” at a “bleaching shop” and it was alarming to see them scraping off layers of her skin in an effort to bleach her skin.

Interest piqued, some research was conducted, and it is very interesting to realize that there is actually a law that regulates skin bleaching and cosmetics generally. Have you ever heard of any law referred to as the  “Cosmetics Product Prohibition of Bleaching Agents Regulations, 2018”? Fascinating, right?  When this law was enacted, it repealed the former law on bleaching made in 2005. That means the currently existing law is not the first of its kind. Basically, the law prohibits the use of certain active chemicals used in bleaching. Chemicals like 1% of Hydroquinone and Arbutin as combined ingredients, Mercury and Corticosteroids were listed in Schedule A of this law as prohibited for cosmetics. This sparks the question, “Is bleaching a crime in Nigeria?”

According to the law, the act of bleaching itself is not an offence but the making of these bleaching products is the offence. The law clearly states that anybody found making cosmetics with these ingredients is liable to a term of jail not exceeding one year and or a fine of 50,000 Naira. If it is a corporate body, the company will pay a fine of 100,000 Naira and its directors or person involved in its management will be liable for a jail term.

This law is a big caveat for vendors who are into making a diverse range of bleaching products with the above listed active ingredients because ignorance is not a defence according to the law. So cosmetics vendors, read the law and beware.

Is the social media bill an infringement on the fundamental human rights?

What do you think about when you hear the term social media? Posting pictures on Instagram?, tweeting?, or maybe even chatting on Whatsapp?. Over the years, social media has evolved to become more. It is now a hub for commerce as many people carry their day to day business activities on these platforms.

Recently a bill referred to as the “Protection from Internet Falsehood and Manipulations Bill 2019”, aka Social Media Bill passed the first reading in the Nigerian Senate. Let’s backtrack a bit, in 2015, the Nigerian Senate had tried to pass a similar bill referred to as  “Frivolous Petitions (Prohibition) Bill 2015”. However, this bill met a lot of protests and it was quashed. The whole idea behind the bill is to curtail the spread of false information. If found guilty of spreading such information, you are liable to a fine of  ₦300,000, 3 years imprisonment, or both (for an individual), and a fine not exceeding ₦10 million for corporate organisations. This sounds fair, right? Reading further into the bill, it includes provisions that allow the Nigerian Communication Commission (NCC) to authorize internet service providers to shut down the internet.     

Chapter IV of the 1999 Constitution of Nigeria as amended in Section 39 states that ”Every person shall be entitled to freedom of expression, including the freedom to hold opinions and to receive and impart ideas and information without interference”. The constitution is the grund norm in Nigeria, that is every other law is subject to the provisions stated in it. Now, taking a look at this provision and the provision of the Social Media Bill, there seems to be a head butt between the constitution and the bill. The people that will be affected by this bill aren’t just the tweeters or the posters; it also cuts across social media influencers,  Youtube vloggers, online/print newspapers, and podcasts. Even your internet banking would be affected as there would be no internet to go online and use the bank’s mobile apps. So imagine waking up and not being able to do all of these things anymore because the Government is not comfortable with your use of the internet.

Nigeria is not the first African country that has attempted to pass this bill. In fact, it is the law in some African countries such as The Democratic Republic of Congo, Zimbabwe, Chad, Gabon et.c and internet services have been shut down periodically. Passing this bill in Nigeria will have a huge impact on the Nigerian e-commerce sphere as we are one of the biggest hubs of e-commerce in Africa. It will also imply that we don’t have any regard for the constitution which is the highest point of law in Nigeria.