lelaw- transaction_footprints
TRANSCRIPT
www.lelawlegal.com
Transaction Footprints
Ÿ Advised several service companies on transactional, regulatory and operational issues.
Ÿ Advised IOCs, indigenous producers, Nigerian/foreign private equity firms, international law firms, on Nigerian upstream regulatory and fiscal landscape issues, local content, Petroleum Industry Bill (PIB) review and impact analysis, etc.
Ÿ Advised several MNCs on response strategy to Nigerian local content policy/legislation, focusing on operational, restructuring and JV arrangements for compliance and enhanced competitiveness. Also advised sector players on Nigerian cabotage regime.
Ÿ Tax champion/member of international engagement team that obtained US$2 billion award for PSC contractors in crude entitlement dispute. Successfully led multi-billion dollar PSC tax dispute litigation at the TAT involving novel issues in Nigerian taxation.
Oil & Gas
Highlights of TransactionExperienceOur transaction footprint includes the following:
Ÿ Provided tax and regulatory input on Nigerian aspects of acquisition of Nexen Inc. by CNOOC.
Ÿ Advised PSC Contractor Group on emerging crude entitlement dispute issues in deep offshore block about to commence production.
Ÿ Provided tax, regulatory and sectoral input to Litigation colleagues on various matters.
Ÿ Advised an investor in two LNG projects on application of CITA commencement rules pursuant to tax holiday.
Ÿ Advised Korean Gas (KoGas) on fiscal aspects regarding proposed investment in Nigerian asset and LNG project and options for securing investment protection.
Ÿ Advised multinational group on contract protection enhancement strategies, including optimal coverage under Bilateral Investment Treaty (BIT).
Ÿ IOC Advised an on Nigerian aspects of its employee incentive scheme for star performers.
Ÿ Advised Halliburton Inc. on potential criminal, civil exposures and mitigating factors in respect of adverse press in Nigeria about Nigeria LNG project contracts.
Ÿ Team Member, Counsel for Borrower on the security
nddocumentation of the NLNG's 2 Train US$2.46 billion Shareholders' Loan Facility.
Ÿ Advised sponsor on development, financing, construction and operation of nitrogen fertilizer plant from feedstock of natural gas in the Onne Oil & Gas Free Trade Zone.
Ÿ Advised Chevron and Texaco corporations on legal, regulatory and tax implications of integration options for Nigerian subsidiaries; provided pre-implementation support for ultimate integration of Nigerian operations.
Ÿ Advised on merger, integration, Group restructuring and implementation assignments for international oil service companies
towards Nigerian business model optimisation.
Ÿ Advised a new entrant into the helicopter services industry, on start-up and other operational issues.
Ÿ Provided privatisation regulatory assistance to foreign majority shareholders in major Nigerian oil service companies regarding divestment by the Federal Government. Engagement involved liaison and advocacy with the BPE.
Ÿ Advised on Nigerian business strategy, structuring and execution of pipeline supply and installation contract between Sonner Corporation with MPNU.
Ÿ Advised on contract arrangements on two LNG projects (Progress and Flex), especially tax considerations of upstream project structure.
Ÿ Advised on regulatory aspects of entity transformation options for NPDC (NNPC's production subsidiary), into a properly
institutionalized upstream company.
Ÿ Advised Sasol/Chevron, on structuring the Escravos GTL project. Also advised contractor consortium (Snamprogetti/KBR) on legal, tax and regulatory issues of construction contracts for the plant. Provided start-up support for consortium's project vehicle, SGCL.
Ÿ Advised Conoco Phillips, co-venturers in Brass LNG and their counsel on optimal capital structure with special focus on optimizing stamp duty exposure in project financing documentation, particularly capital raising by project vehicle.
Ÿ Advised Chevron Corporation on tax and regulatory issues on construction, ownership and operation of 678 km pipeline to Ghana, Benin and Togo. Subsequently advised foreign counsel to prospective construction contractor on the project, liaising with regional Andersen member firms to finalize the deliverable.
Ÿ Provided start-up advisory and compliance support for Nigerian subsidiaries of oil service companies such as Stena Drilling Services, Swift Technical Services, etc.
Ÿ At Dundas & Wilson, advised on pre-acquisition due diligence
review of North Sea license interest for acquisition lender, Royal Bank of Scotland.
Ÿ Provided legal input to KPMG Certification/BSI Systems audit team's work (ISO 14000 & 9000; OSHAS 18000), contract review and negotiations, logistics and regulatory support for service delivery to an IOC.
Ÿ Assisted several clients with bid documentation review for major contracts in the oil and gas industry.
Ÿ Separately advised two IOCs on regulatory issues on retention/repatriation of crude oil proceeds to and from Nigeria.
Ÿ Advised Daewoo Shipbuilding & Marine Engineering Corporation (DSME) on tax and regulatory issues in US$1.1 Billion turnkey contract arrangements for offshore Fixed Production Platforms for Chevron Nigeria, in respect of the Agbami field.
Ÿ Advised Jagal Group, on restructuring issues; subsequently advised Jagal/Subsea 7 on their JV arrangements.
Ÿ Advised, together with KPMG UK (Aberdeen), Stena Drilling on Nigerian tax, regulatory structuring and compliance support issues on drilling services contract with Total E&P.
Ÿ Advisory team member to Exxon Inc./EEPNL on tax issues arising from pre-production payments in Bonga deep offshore block.
Ÿ Advised GSM operator on Project Safari - proposed infrastructure sharing of towers and passive infrastructure, creation of SPV for shared telecoms infrastructure services.
Ÿ Provided advisory/negotiation support to Cisco, in structuring its security surveillance project with Lagos State Government.
Ÿ Working with international counsel, advised on Nigerian aspects of acquisition of German IT Group.
Ÿ Advised SUN Systems AT & T, Niche Resources/Comverse, LG Electronics, Verifone on Nigerian telecoms
Information & CommunicationsTechnology
regulatory framework and entry strategy. Undertook Nigerian start-up compliance for subsidiaries of Google Inc., SAS Software Inc., Upstream S.A., etc.
Ÿ Advised Oracle Inc. on Nigerian regulatory optimality issues on service contract.
Ÿ Advised EMIDA/Cellupay promoters of mobile payment solutions on regulatory implications and contract structuring of proposed Nigerian operations.
Ÿ Advised an international ICT player on management of telecoms services and infrastructure for a leading IOC across multiple Nigerian locations.
Ÿ Advised Telcordia Inc in respect of its contractual/consortium arrangements to support implementation of number portability in the Nigerian telecoms space.
Ÿ Advised two offshore SPVs on investment pooling arrangements into a GSM operator in Nigeria, addressing applicable shareholder/investor issues, whilst maintaining consistency with the primary Shareholders' Agreement.
Ÿ Advised on the start-up and design of legal framework for Nigeria's first electronic based payment system ('Valucard' now 'Unified Payments').
Ÿ Advised ABB Ericsson consortium on tax and regulatory implications of executing US$30 million mobile telephone network turnkey contract for Reltel, (now Zoom Mobile).
Ÿ Severally advised MTNI/MTNN and counterparties on contract drafting/review and structuring
various network roll out/upgrade turnkey transactions.
Ÿ Advised Starcomms on approaches for optimal re-structuring of service agreements.
Ÿ Advised Plessey Group on affiliates' service agreements, providing requisite Nigerian regulatory compliance support.
Ÿ Worked with Dundas & Wilson's Technology Group for various technology start-ups and R&D divisions of leading Scottish institutions.
Ÿ Advised Celtel B.V. on Nigerian tax and regulatory optimisation issues in service arrangements with Nigerian subsidiary.
Ÿ Led legal input to successful multidisciplinary bid to regulator on advisory services for “next gen” framework for ICT in Nigeria.
Ÿ Advised four UK power purchasers on impact of New Electricity Trading Arrangements (NETA, introduced April 2001) on subsisting commercial arrangements with 10,000 MW genco counterparty and approaches to maintaining spirit of pre-NETA contracts.
Ÿ Facilitator of Andersen in-house course, “Understanding Electricity Markets”; member of KPMG Power Team that organised KPMG's international seminar on Nigeria's new electricity legislation in 2005.
Ÿ Advised on pre-privatisation due diligence review of legal/regulatory regime of Nigerian electricity industry, including review of specific commercial and marketing transactions.
Ÿ Advised now defunct Enron Corporation's entry strategy and
Power
business model for Enron Nig Ltd to operate a 270 MW gas fired IPP barge in Nigeria. Subsequently provided transaction services to Enron, including on sale/transfer of the plant to AES Nig Ltd.
Ÿ Advised NTPC, India's largest power producer; multi plant Indian operator, Lanco Group; and South Africa's Eskom Ventures on the regulatory landscape and applicable incentives for investing in Nigeria's power sector.
Ÿ Assisted with post approval compliance requirements for Rolls Royce Power Ventures Limited, in respect of certification of its gas fired captive power generating plant for West African Portland Cement Co. (WAPCO) Plc.
Real Estate/Hospitality
Ÿ Advised Morgan Stanley on Nigerian strategy of proposed real estate investment business. Advised Horizon Capital, a Nigerian property development group, on re-design of contract structures and operating model for optimality purposes.
Ÿ Advised GT Bank Plc, FCMB Plc and First Bank Plc on the US$400 million club deal financing for Eko Atlantic City project.
Ÿ Assisted with capital and corporate restructuring of entity for use as SPV for the Lagos Radisson Blu hotel project and advised project promoter on the tax, legal and regulatory implications of alternative funding options.
Ÿ Variously advised an international JV on entry strategy into Nigerian hospitality industry, reviewed and customised hotel operating and allied agreements for international operator.
Financial ServicesŸ Advised Morgan Stanley on Nigerian strategy of proposed real estate investment
business. Advised Horizon Capital, a Nigerian property development group, on re-design of contract structures and operating model for optimality purposes.
Ÿ Advised GT Bank Plc, FCMB Plc and First Bank Plc on the US$400 million club deal financing for Eko Atlantic City project.
Ÿ Assisted with capital and corporate restructuring of entity for use as SPV for the Lagos Radisson Blu hotel project and advised project promoter on the tax, legal
and regulatory implications of alternative funding options.
Ÿ Variously advised an international JV on entry strategy into Nigerian hospitality industry, reviewed and customised hotel operating and allied agreements for international operator.
Ÿ Advised ICD on their $10 million Murabaha Islamic financing ship acquisition facility arrangement with Nigerian Bank and its client.
Ÿ Advised NDIC on complex assignments involving recovery of misappropriated distressed banks' funds, during the “failed banks” era.
Ÿ Advised investment subsidiary of leading bank on tax and regulatory aspects and structuring implications of proposed Note Issuance Programme.
Ÿ Variously advised erstwhile Oceanic Capital on tax and regulatory compliance issues in aviation financing and tax treatment of discounted instruments; review of
Funding Management and Paying Agency Agreement.
Ÿ Post 2004 banking consolidation, advised Diamond Bank Plc on transition strategy, contract drafting and executive compensation structuring for its executive management.
Ÿ Variously advised FSI clients such as AC Nielsen, FCMB, HSBC, Liberty Life, Credit Suisse, Rand Merchant Bank, etc.
Ÿ Consultant member on investment survey of the Nigerian economy covering 1998 to 2002, for the IFC. Involved with investment climate mapping covering 12 States and the FCT in 2006 for DFID and World Bank.
Ÿ Conducted various background checks on prospective Nigerian partners for foreign investors, market surveys for multinational clients, provided advice on entry strategy, etc.
implementation support for MNCs that divested from Nigeria in the 1990s.
Miscellaneous
Ÿ Conducted or supported various civil and commercial litigation for diverse clients at trial and appellate courts.
Ÿ Provided hands on/supervised provision of company secretarial services to various blue chip clients in different sectors of the economy.
Ÿ Interacted with captains of industry at NESG's Board, Exco and Annual General Meetings for six years (1999 - 2005) on NESG's nation building, reform advocacy and business landscape improvement initiatives, including preparations for the annual NES Summit focusing on galvanising private sector support for governance and public sector reforms.
Ÿ Advised Heidelberg Group on West African expansion strategy; worked with regional Andersen member/correspondent firms.
Ÿ Conducted various due diligence exercises on various target companies during the privatisation programme, for private equity firms and other clients.
Tax
Ÿ Advised multinational clients on approaches to improving their Nigerian tax compliance status, in the context of their home countries' reporting requirements for subsidiaries' operations.
Ÿ Advised Lekki FTZ Company on the establishment and operation of the Lekki Free Trade Zone.
Ÿ Advised various MNCs on tax and regulatory implications of expatriate employee mobility programmes, including optimality of alternative arrangements.
FMCG/Services
Ÿ Successfully advised leading MNC on options for resolving tax dispute (personal income tax compliance and enforcement issues) with LSBIR.
Ÿ Advised on aspects of litigation management process review, advisory and change implementation support for leading Nigerian bottling company.
Ÿ Co-counsel to South African FSI client on acquisition of stake in Nigerian HMO. Advised international pharmaceutical clients on Nigerian business strategy.
Ÿ Provided regulatory compliance advisory support to UPS and DHL.
Ÿ Advised on merger implementation options to Nigerian affiliates of DHL and DutchPost.
Ÿ Assisted in setting up Nigerian subsidiaries of several MNCs. Advised/provided exit strategy
Ÿ Successfully resolved various tax issues on behalf of MNCs with FIRS and SBIRs, covering status reviews, advisory input to resolution strategy, and implementation assistance.
Ÿ Conducted various tax appeals for clients, especially in the upstream sector.
In-House Private Equity (PE) Experience (Legal and Compliance Function)
Ÿ Led Function's transactional support in FSI, oil and gas, ICT, agribusiness, FMCG, real estate, deals: M&A, exits, investee company monitoring, value addition initiatives, etc.
Ÿ Retained/supervised external counsel, facilitated collaboration to realise business goals.
Ÿ Adviser to firm's management on operational, contractual, risk management, regulatory, corporate citizenship and strategy issues; team member on strategic initiatives.
Ÿ Operational insight into value creation/addition pursuant to PE firm's business model.
Plot 9A Olatunji Moore StreetOff TF Kuboye Road
Lekki Phase I, Lagos, NIGERIAT: +234 1 764 0523
www.lelawlegal.com