PUBLICATIONS

COVID-19: READINESS ASSESSMENT QUESTIONS

These Readiness Assessment Questions have been collated based on our on-going evaluation of the COVID-19 Pandemic (“the Pandemic”) and its global impact on businesses worldwide and locally.
Please note that these questions are for the general consideration of our clients and interested persons and do not constitute legal advice. Greychapel Legal shall not be responsible for how these questions are interpreted or utilised by you or your organization.

For more information on how we may be able to assist you in dealing with these issues, please email: COVID-19@greychapellegal.com

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GL NEWSLETTER- APRIL 2020

In view of the Covid-19 Pandemic, the Corporate Affairs Commission recently issued guidelines to public companies on holding of annual general meetings  using proxies.

However, in our view, the Guidelines raise some legal and practical issues which we have highlighted in our article for consideration.

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GL NEWSLETTER- MARCH 2020

We trust you are staying safe in this dire period.

You may have heard of the Emergency Economic Stimulus Bill 2020 (Bill) proposed and passed by the House of Representatives in the wake of the continued spread of the Covid-19 virus and the actual and anticipated impact of same on the economies of nations, including Nigeria.

We hereby provide you with a summary of the Bill.

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COVID-19 PANDEMIC & ITS EFFECT ON THE FIRM’S BUSINESS OPERATIONS

We trust that you are staying safe in view of the COVID-19 pandemic.

As we continue to monitor the rapidly evolving situation in Nigeria and comply with directives of the Federal and State governments as well as the World Health Organization (“WHO”) to prevent the continuous spread of the COVID-19 virus, we consider it expedient at this time to implement the following measures to protect the health and safety of our staff and clients:

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KEY CHANGES INTRODUCED BY THE FINANCE ACT 2019

The Finance Act (“the Act”) was enacted on January 13, 2020 with the objective of supporting the implementation of the 2020 National Budget and generally creating an enabling environment for businesses in Nigeria. To achieve this, the Act provides for amendments to existing tax laws such as the Value Added Tax (“VAT”) Act, Companies Income Tax Act (“CITA”), Personal Income Tax Act, Capital Gains Tax Act and Petroleum Profits Tax Act.

This article sets out the key changes made by the Act to the aforementioned tax laws.

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THE LEGALITY OF A “NO REFUND” POLICY

A No-Refund policy is simply a policy which indicates that payments will not be refunded to a purchaser under any circumstances, upon the completion of a sale transaction and delivery of the goods and/or services.

The “No-Refund” policy is quite prevalent in the Nigerian online and physical market, having been adopted by a large number of sellers of goods, in particular. While some sellers expressly stipulate the circumstances under which a refund would be applicable, majority have expressed that a refund is inapplicable in all circumstances.

In a physical transaction, the policy would typically be included in a sale agreement, purchase receipt or the invoice of theSeller. In an online transaction, the policy will typically be included in a conspicuous space on the seller’s website or in the bio of the seller on social media platforms or incorporated as part of the terms and conditions which the purchaser must accept in consummating the purchase.

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BIG BROTHER NAIJA PEPPER DEM – WHEN THE PEPPER BECOMES TOO HOT: CAN THE HOUSEMATES SUE THE PRODUCERS OF BIG BROTHER NAIJA FOR PSYCHOLOGICAL/ PSYCHIATRIC INJURY SUFFERED IN THE COURSE OF THE SHOW?

The rise in the popularity of reality TV shows like the Jeremy Kyle Show, Keeping up with the Kardashians, and Love Island has captivated the minds and hearts of viewers all over the world. Nigeria is not left out from the obsession with reality TV shows which has grown in popularity over the last decade.

One of the shows which has caught the hearts of Nigerians is Big Brother Naija. Indeed, the drama and controversy surrounding the show, particularly the recently concluded season, has been second to none.

This article briefly reviews the recent landmark ruling of the New South Wales Workers Compensation Commission in Australia1 (“the Commission”) which in essence, redefined the relationship between a reality show network and its contestant.In the ruling, the Commission ordered the payment of compensation to the contestant for psychological/ psychiatric injury suffered in the course of the engagement. The article further considers the likely impact of the ruling on, arguably, the most popular reality TV show in Nigeria

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THE EFFICACY OF PROMISSORY NOTES

Promissory Notes are credit instruments typically used in connection with sales financing and debt fi-nance. Although the legal parameters of promissory notes developed in common law, they have been statutorily regulated for some time and are governed by the Bills of Exchange Act (“the Act”)1.

Notwithstanding its longevity in our statute books, it appears that its usefulness as a financial instrument both from a creditor, as well as a debtor’s perspective has gone largely unnoticed. This is despite the fact that it can serve as a veritable instrument for raising debt finance by individuals and corporate entities, as well as a source of investment income for investors with an above average risk appetite.

This article analyses Promissory Notes and gives a brief outline of its key features, as well as regulatory considerations.

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THE MICRO PENSION PLAN – THE “INFORMAL SECTOR” MAY NOW BE ABLE TO CONTRIBUTE TOWARDS THEIR PENSION

The Pension Reform Act (PRA) 2014, in order to establish the rules, standards, and regulations for the provision of retirement benefits to private and public employees, created the Contributory Pension Scheme (“the Scheme”).

However, the applicability of the Scheme is limited to employees in the public sector and persons in the employment of private organizations with 15 (fifteen) or more employees.

Although Section 2(3) of the PRA 2014 makes self -employed persons and employees in an organization with less than 3 (three) employees entitled to participate in the Scheme, it notably subjects their participation to the provisions of “guidelines” issued by the National Pension Commission (“the Commission”) on same.

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YOU MAY BE ABLE TO OBTAIN JUDGMENT FOR A DEBT IN 60 DAYS!!!

It is trite that debt is an integral part of the engine that drives an economy. However, it is not uncommon in this part of the world to find that people are generally unwilling to transact businesses on credit or on the basis of deferred payment. This may not be unconnected with personal or shared experiences with respect to the lengthy and cumbersome process of debt recoveries, particularly in the Nigerian Courts.

In a bid to provide easy access to an informal, cost-effective and speedy resolution of simple debt recovery disputes, the Chief Judge of Lagos State, Hon. Justice Opeyemi O. Oke, in exercise of her powers on April 23, 2018, commissioned the “Small Claims Courts” and issued Practice Directions to, amongst other things, regulate the procedures of the said Courts.

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A CRITICAL EVALUATION OF THE CREDIT REPORTING ACT 2017 – PRACTICAL ISSUES ARISING

The Credit Reporting Act (“the Act”) was enacted on the 30th day of May 2017 with the primary objectives of promoting access to credit information and enhancing risk management in credit transactions. To achieve these, the Act provides for the licensing and regulation of Credit Bureaux on one hand, and stipulates the various processes to facilitate the creation, maintenance and sharing of credit information amongst key players on the other hand.

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WHEN ONE HEAD IS BETTER THAN TWO – REVISITING THE MINIMUM NUMBER OF SHAREHOLDERS AND DIRECTORS OF A LIMITED LIABILITY COMPANY UNDER NIGERIAN LAW’

The article argues that it is time to consider a reduction in the statutorily prescribed minimum number of directors and shareholders of a private company from two to one in line with modern trends.

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OFF PLAN PROPERTY PURCHASE – WHAT PROSPECTIVE BUYERS/SELLERS SHOULD CONSIDER

The importance of housing as a basic necessity for civi- lized living cannot be over emphasized. Unfortunately, access to affordable housing has continued to elude the average Nigerian. As such, various schemes have been devised to make ownership of houses better affordable and flexible than the typical conventional sale. One of such schemes is the “Off-the-Plan” or “Off Plan” sale of properties.

The affordability and relative flexibility that this scheme offers has led so many unwary buyers to purchase Off Plan properties without much consideration about the le- gal and practical implications of such a purchase.

This article discusses the major features of an Off Plan sale/ purchase and gives practical guide to buyers/sellers on the key legal and practical issues to consider in pur- chasing/selling a property Off Plan.

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MEMORANDUM OF UNDERSTANDING (MOU) – THE ONE SIZE FITS ALL DOCUMENT

It is common for parties who are desirous of entering into a business relationship to document their preliminary un- derstanding and intention in a preliminary agreement. One of such preliminary agreements is the “popular by demand” agreement known as a Memorandum of Under- standing / MOU. The expectation of most parties, when executing a Memorandum of Understanding and de- pending on the nature of the business relationship sought to be created, is to eventually record the negotiat- ed and agreed terms in a definitive contractual docu- ment.

However, in recent times, the applicability of a Memoran- dum of Understanding has been extended beyond its pri- mary usage such that the MOU now plays the dual role of the preliminary and definitive agreement for parties. In other words, MOU appears to have become the “One Size Fits All” document that suits all circumstances and facts.

Accordingly, this article seeks to discuss the essential nature and use of a Memorandum of Understanding, as well as explore the risks of its enforceability in commer- cial transactions.

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