r39913

In today’s fast-paced financial world, companies often need quick short-term funding to keep operations running smoothly. While traditional bank loans are a well-known solution, they can be slow and cumbersome. Commercial Paper (“CP”) has become a central feature of short-term corporate financing in Nigeria, particularly for companies seeking to address working-capital requirements without incurring the administrative burdens and longer tenors associated with conventional loan facilities. In the modern Nigerian capital-markets landscape, the issuance of CP is no longer an informal treasury activity but a regulated securities exercise governed by the Securities and Exchange Commission (“SEC”), supervised in specific cases by the Central Bank of Nigeria (“CBN”), and operationalized through quotation on the FMDQ Securities Exchange Limited (“FMDQ”). Many companies now turning to capital markets to support daily expenses and short-term goals. Commercial paper offers quick access to funds, flexible terms, and competitive pricing, particularly for firms with strong credit profiles.

 

Understanding Commercial Paper

 

Commercial paper has a long history in Nigeria, first introduced in 1962 to finance export-marketing operations. It is a short-term, unsecured promise by a company to repay borrowed money, typically used for everyday business needs such as payroll, inventory purchases, and cash flow management. Issued at a discount and repaid in full at maturity, commercial paper usually matures within 30 to 270 days globally, though Nigerian regulations allow tenors of up to 364 days.

Today, commercial paper is issued by eligible corporations that meet stringent documentation, disclosure, and credit rating requirements either as a one-off issuance or under a CP program that allows repeat issuance over a three-year period. The market involves key parties such as issuing houses, solicitors, auditors, and CBN-licensed banks acting as collecting and paying agents. Qualified institutional and eligible investors may invest in CPs, which can also be traded in the secondary market once quoted on the FMDQ Exchange.

 

The Issuance Process in Practice

A typical commercial paper issuance in Nigeria follows a structured timeline of approximately 2-3 months, broken into four key phases:

 

1. Phase 1, Drafting & Approval of Transaction Documents: This foundational phase involves the appointment of arrangers, preliminary transaction structuring, a formal kick-off meeting, and comprehensive information gathering. Concurrently, core transaction documents are prepared, the credit rating process is initiated, and solicitors conduct their review.
2. Phase 2, Issuer Registration and Pre-marketing: The issuer formally submits a letter of expression of interest and application documents to the regulator. Initial engagement with potential investors begins, and formal discussions with the Securities and Exchange Commission (SEC) are conducted.
3. Phase 3, Issuance Period and Marketing: This active marketing phase includes investor meetings and presentations, circulation of marketing materials, the opening and closing of the offer, and the final allotment of the commercial paper to successful investors.
4. Phase 4, Quotation & Reporting: Post-issuance, the commercial paper is quoted on the FMDQ platform for secondary market trading. An allotment report is submitted to the SEC, the Issuing/Paying/Collecting Agent (IPCA/CPA) receives investor funds, and the depository transfers the CP certificates to investors or their custodians.

 

Key Parties Involved in a CP Issuance

A successful commercial paper issuance requires the collaboration of several professional parties, each with a distinct role:

• Arranger(s)/Dealer(s)/Issuing House: This party acts as the project manager, overseeing the entire transaction. They advise on structure, timing, and pricing, liaise with regulators to secure approvals, coordinate the investor engagement process (including roadshows), and manage the book-building and quotation on the FMDQ Exchange. Their deliverables include the Programme Memorandum, Pricing Supplement, and Investor Presentation.
• Transaction Solicitor: Responsible for the legal integrity of the issuance. They conduct legal due diligence, prepare legal opinions, and draft or review all transaction documents. This includes perfecting the Trust Deed (if applicable), drafting the commercial paper terms and conditions, and preparing agreements such as the Dealer Agreement/Deed of Covenant and the Collection Paying Agent Agreement.
• Credit Rating Agencies: Mandated by regulation, one or more SEC-approved agencies review the issuer’s audited financial statements and overall creditworthiness to assign an investment-grade credit rating to the issuer or the specific issue. This rating is a critical factor for investor confidence.
• Auditors: Provide an additional layer of assurance by preparing a comfort letter, which is filed with the regulator to affirm the reliability of the company’s audited financial statements.
• Collecting/Paying Agent (CPA): Typically a licensed bank, the CPA manages the flow of funds, receiving subscription monies from investors and facilitating the repayment of principal at maturity.
• Central Securities Clearing System (CSCS): Acts as the depository, handling the electronic issuance, custody, and settlement of the commercial paper instruments.

 

Understanding the Cost Structure

Issuing commercial paper involves various statutory, regulatory, and professional fees. A clear understanding of this cost structure is essential for financial planning.

• Statutory/Regulatory Fees: Payable to the Securities and Exchange Commission (SEC) and the Central Securities Clearing System (CSCS).
• Registration and vetting fee: (e.g., ₦600,000 for the programme) . 
• Issuance Fee: calculated on a sliding scale based on the issue size:

         First ₦500 million: 0.15%

         Next ₦500 million: 0.145%

         Balance above ₦1 billion: 0.1425%

• CSCS Fees: Include a fixed ISIN issuance fee (e.g., ₦250,000).
• Value Added Tax (VAT): A 7.5% VAT is applicable on the SEC program fee and the CSCS fee.
• Professional Fees: Negotiated with service providers.
• Issuing House/Arranger Fees: Typically a percentage of the issue amount (e.g., in the range of 1.5% – 2.0%), plus VAT.
• Financial Advisory Fee: May be a fixed sum (e.g., ₦10,000,000) for advisory services separate from the issuance execution.
• Solicitor’s Fees: Usually a negotiated fixed fee (To Be Determined – TBD), plus VAT.
• Receiving Agent’s Commission: A smaller percentage fee (e.g., 0.50%) for handling application processing, plus VAT.

 

Nigeria’s Regulatory Framework

Commercial paper in Nigeria is governed by a clear regulatory triad:

Central Bank of Nigeria (CBN): Regulates banks and financial institutions, many of which are both issuers and investors in CP. The CBN Guidelines (2019) mandate prior written approval for regulated entities before issuance.

Securities and Exchange Commission (SEC): The apex regulator for securities. The SEC Rules on Issuance of Commercial Paper establish eligibility criteria, issuance processes, and define CP as an unsecured promissory note with a maturity of 30–364 days.

FMDQ Securities Exchange Limited: The frontline regulator and market infrastructure provider where CPs are listed, quoted, and traded. FMDQ provides market rules, standard documentation, and a platform for secondary market liquidity.

Other relevant regulations include:

• Companies and Allied Matters Act (CAMA). which governs corporate borrowing authority.
• Investments and Securities Act 2025 which provides overarching market regulation.

 

Eligibility Criteria for Issuers

The regulatory framework establishes stringent eligibility requirements for commercial paper issuers:

Corporate Status: Must be duly incorporated under Nigerian law and have been in operation for a minimum of five years.

Financial History: Must have at least three years of audited financial statements demonstrating financial stability.

Credit Rating: Must obtain an investment-grade credit rating from at least one SEC-registered rating agency. Most recent issuance show ratings ranging from BBB- to A+.

1. Clean Debt Record: Must not be in default of any existing debt obligations.
2. Capital Buffer (For Retail Offers): For issuance targeting retail investors, shareholders’ funds unimpaired by losses must be at least ₦500 million.
3. Alternative Eligibility: Issuers not meeting these criteria may still issue CP if backed by a guarantor that fulfills all eligibility requirements.

 

Strategic Advantages of Commercial Paper

Commercial paper offers several compelling benefits that make it attractive for Nigerian corporations:

• Speed and Efficiency: Issuance can be completed in 2–3 months, significantly faster than traditional bank loan processes, which can take 4–6 months or longer.
• Cost-Effectiveness: Companies with strong credit ratings can access funds at lower costs than traditional loans. Recent issuance show yields ranging from 17.5% to 30%, competitive with alternative short-term funding.
• No Ownership Dilution: Unlike equity financing, CP does not affect ownership or control of the company.
• Flexibility: Tenors can be tailored from 30 to 364 days, with programme sizes allowing for multiple drawdowns.
• Market Credibility: Successful issuance enhance a company’s reputation and investor relations, building track record for future capital market activities.
• Working Capital Optimization: Ideal for bridging cash flow gaps, funding seasonal inventory, and meeting short-term operational expenses.

 

Risk Considerations

While commercial paper offers significant advantages, issuers and investors must consider several risks:

• Refinancing Risk: With short maturities (up to 364 days), companies face rollover risk if market conditions tighten when paper matures.
• Credit Risk: As unsecured instruments, investors rely solely on the issuer’s financial strength and creditworthiness.
• Market Liquidity Risk: Secondary market liquidity can vary, potentially affecting pricing and exit options.
• Interest Rate Risk: For issuers, rising rates increase refinancing costs; for investors, fixed-rate CP loses value when rates rise.
• Regulatory Risk: Changes in SEC, CBN, or FMDQ regulations could affect issuance eligibility or costs.
• Operational Risk: Failure in settlement, documentation, or payment processes can disrupt issuance.

Nigerian regulations mitigate these risks through mandatory credit ratings, transparency requirements, and ongoing regulatory oversight.

 

Market Trends and Recent Issuance

The Nigerian CP market remains active, with several notable issuance in 2024–2025 reflecting strong investor appetite and sectoral diversity:

Issuer	Size (₦bn)	Tenor	Pricing (Yield)	Credit Rating	Date Of Issuance
Dangote Cement Plc	100	181/265 days	17.5%–19%	A+ (GCR)	November 2025
Saro Lifecare Ltd	14.48	269 days	30%	A- (Agusto) BBB+(Datapro	January 2025
UAC of Nigeria Plc	16.75	270 days	25%	A- (Agusto/Datapro)	February 2025
Addosser Microfinance Bank	3.9	270 days	28.5%	BBB- (Agusto); BBB+ (Datapro)	May 2025

 

These transactions demonstrate how commercial paper is used across manufacturing, healthcare, banking, and consumer goods sectors to meet working capital needs efficiently.

Emerging Developments

The Nigerian CP market is evolving with:

• Digital platforms and fin-tech streamlining issuance processes.
• Sustainability-linked CPs gaining interest among impact investors.
• Increased cross-border advisory through international financial services groups, enhancing access to global investor networks.

 

Conclusion

Commercial paper has cemented its role as a vital short-term financing tool in Nigeria, offering speed, flexibility, and cost efficiency. With a robust regulatory framework, a clear process involving specialized parties, a predictable cost structure, and a growing investor base, CP will continue to support liquidity management and operational agility. Trust, transparency, and strong credit fundamentals remain the bedrock of a stable and growing CP market, positioning it as a key component of Nigeria’s evolving capital markets landscape.

A contract is one of the most essential instruments in both commercial and personal legal relationships. Black’s Law Dictionary defines a contract as “a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.” Clear language, therefore, is central to ensuring that these promises are understood and enforceable.

Ambiguity undermines the purpose of a contract. As Justice Learned Hand famously stated, “Words are chameleons, which reflect the colour of their environment.” This reality makes precision indispensable in legal drafting, especially in Nigeria where courts insist on giving effect to the plain meaning of contractual terms.

Why Clear Language Matters in Contracts

When the parties express their terms clearly, the obligations, rights, and expectations become unambiguous. Nigerian courts strongly favour the literal rule, applying the natural and ordinary meaning of words where they are clear.

Ambiguous wording leads to disagreement because each party may adopt a different interpretation. This increases the likelihood of litigation and delays in performance. Clear drafting avoids these problems and supports predictability, certainty, and mutual understanding.

Clear and precise language is indispensable in contract drafting as courts are reluctant to depart from the ordinary meaning of words freely chosen by parties this principle was firmly illustrated in the recent case of Arnold v Britton, where the United Kingdom Supreme Court held up a service charge that increased by 10% annually, notwithstanding the severe financial burden it produced over time. The court stressed that it is not its function to rescue parties from an imprudent or onerous bargain when the contractual wording in unambiguous.

How Nigerian Law Approaches Ambiguity

The Nigerian jurisprudence reflects the same approach in Zakhem Construction (Nig) Ltd v Nneji, the Supreme Court affirmed that where the terms of an agreement are clear, the court must give effect to them and cannot introduce equitable considerations to soften their impact. Nigerian courts further apply the doctrine of contra proferentem, construing ambiguous terms strictly against the drafter.

The Nigerian appellate courts consistently uphold four key principles:

1. Clear words must be given their natural meaning.

However, where the meaning of words used are not clear, the court will fall back on the intention behind the words. Above all, it is not the function of a court of law to make agreements for parties or to change their agreement as made. See African Reinsurance Corporation v. Fantaye (1986) 1 NWLR (Pt.14) 133. PER TOBI, J.S.C.

2. Courts do not rewrite contracts. As Karibi-Whyte JSC stated, “It is not the business of the courts to write contracts for parties.”
3. Where ambiguity exists, courts may consider surrounding circumstances.
4. Extrinsic evidence is allowed only to clarify ambiguity not to alter or add new terms.

Key Nigerian Authorities

In Adetoun Oladeji (Nig) Ltd v Nigerian Breweries Plc, the Supreme Court stressed that courts must give effect to the terms the parties freely agreed. Where, there is a contract regulating any arrangement between the parties, the main duty of the court is to interpret that contract to give effect to the wishes of the parties as expressed in the contract document. See Oduye v. Nigeria Airways Limited (1987) 2 NWLR (Pt.55) 126. In the construction of documents, the question is not what the parties to the document may have intended to do by entering into that document, but what is the meaning of the words used in the document. See Amizu v. Dr. Nzeribe (1989) 4 NWLR (Pt.118) 755. PER TOBI, J.S.C The Court refused to introduce any interpretation not supported by the written instrument.

Similarly, in Omega Bank Plc v O.B.C. Ltd, the Supreme Court reiterated that the court’s function is limited to interpretation. Tobi JSC warned that: “Courts must refrain from the temptation to construe a contract in a manner that creates a new agreement for the parties.”

In Mekwunye v Imoukhuede, the Court emphasised that although extrinsic evidence may be used to aid interpretation, it must only illuminate ambiguous terms, not substitute them. The decision underscores that clarity at the drafting stage prevents the need for judicial intervention

Practical Drafting Tips

1. Prefer simple, direct expressions over archaic or overly legalistic wording.
2. Define technical terms and key concepts.
3. Avoid long sentences or multiple ideas in one clause.
4. Review and proofread for inconsistencies or vague terminology.
5. Ensure that obligations, timelines, and conditions are explicit.

Conclusion

Ambiguity is the enemy of good contract drafting. Nigerian courts consistently uphold the principle that clear words must be given their natural meaning, and that courts cannot rewrite agreements under the guise of interpretation. Incorporating precise, simple, and well-structured language not only strengthens contractual relationships but also aligns with long-established judicial expectations and drafting best practices. Clarity reduces disputes, enhances certainty, and reinforces the binding force of a contract as recognized under Nigerian law.

Eghonghon Akhimen Esq

Associate

Regville Associates

Nigeria’s regulatory environment is complex and constantly evolving. Businesses operating across sectors must navigate multiple regulators, compliance obligations, and reporting requirements. Failure to comply can result in penalties, reputational damage, or even suspension of operations.

Regulatory compliance goes beyond filing annual returns or paying taxes. It involves understanding sector-specific regulations, licensing requirements, operational restrictions, and reporting obligations. For regulated industries such as financial services, energy, telecommunications, and healthcare, compliance is central to business continuity.

One of the biggest compliance challenges businesses face is fragmented regulation. A single business may be subject to oversight from several agencies, each with its own rules and enforcement approach. Without coordinated compliance systems, businesses risk inadvertent violations.

Tax compliance is another major risk area. Nigerian tax authorities have become more aggressive in audits and enforcement, focusing on transfer pricing, withholding taxes, VAT, and statutory remittances. Poor tax planning or inaccurate filings can result in significant liabilities.

Corporate compliance under CAMA is equally important. Companies must maintain proper corporate records, hold statutory meetings, file annual returns, and comply with governance requirements. Directors can be personally liable for certain compliance failures, making corporate governance and secretarial services critical.

Regulatory risk also affects transactions. During mergers, acquisitions, or investments, compliance failures often surface during due diligence. Unresolved regulatory issues can delay transactions, reduce valuation, or lead to deal termination.

To manage regulatory risk effectively, businesses should adopt proactive compliance strategies. This includes regular compliance audits, internal policies, staff training, and ongoing legal advisory. Reactive compliance, where issues are addressed only after regulatory action, is far more costly.

Engaging legal advisers with regulatory experience allows businesses to anticipate risks, interpret evolving regulations, and engage regulators effectively when issues arise. This is particularly important in industries undergoing rapid regulatory change, such as fintech and technology-enabled services.

Regulatory compliance should be viewed as a strategic function rather than a box-ticking exercise. Businesses that invest in compliance benefit from operational stability, improved investor confidence, and reduced legal exposure. In Nigeria’s regulatory landscape, compliance is a key driver of sustainable business success.

Commercial contracts are the foundation of most business relationships. From supplier agreements and service contracts to partnership and distribution arrangements, contracts define rights, obligations, risk allocation, and remedies. In Nigeria’s commercial environment, poorly drafted or informal contracts are a leading cause of disputes, revenue loss, and operational disruption.

Many businesses rely on generic templates or verbal agreements, particularly in the early stages. While this may seem efficient, it exposes businesses to significant legal and commercial risk. A well-drafted contract is not merely a legal formality; it is a strategic tool that protects value and clarifies expectations.

One critical issue in commercial contracts is scope of work clarity. Contracts must clearly define the services or goods to be provided, performance standards, timelines, and deliverables. Ambiguity in scope often leads to disagreements, delayed performance, or non-payment disputes.

Payment terms are another frequent source of conflict. Nigerian businesses commonly face delayed or disputed payments due to unclear pricing structures, invoicing procedures, or payment timelines. Contracts should specify payment amounts, currency, due dates, interest on late payments, and consequences of default.

Risk allocation is central to contract drafting. Clauses dealing with indemnities, limitation of liability, and warranties determine who bears responsibility when things go wrong. Without careful drafting, businesses may unknowingly assume excessive risk, including liability for losses beyond their control.

Termination provisions are equally important. Contracts should clearly state when and how parties may terminate, notice requirements, and post-termination obligations. Poorly drafted termination clauses can trap businesses in unprofitable relationships or expose them to claims for wrongful termination.

Dispute resolution clauses also deserve careful attention. Litigation in Nigeria can be lengthy and costly. Many commercial contracts now provide for arbitration or alternative dispute resolution to achieve faster and more confidential outcomes. Choosing the right dispute resolution mechanism can significantly reduce business disruption.

Regulatory compliance should also be reflected in contracts. Businesses operating in regulated sectors must ensure contracts align with licensing conditions, data protection obligations, and sector-specific regulations. Non-compliant contracts may be unenforceable or attract regulatory sanctions.

Another common oversight is failure to update contracts as businesses grow. Agreements that were suitable at an early stage may no longer reflect operational realities, regulatory requirements, or risk exposure. Periodic contract reviews help ensure continued relevance and protection.

Ultimately, strong commercial contracts provide certainty, reduce disputes, and support sustainable growth. Businesses that invest in proper contract drafting and review are better positioned to manage risk, protect revenue, and maintain stable commercial relationships. In Nigeria’s dynamic business environment, contracts should be treated as strategic assets, not afterthoughts.

Founder disputes are one of the most common reasons promising businesses fail. In Nigeria’s fast-growing entrepreneurial ecosystem, many startups and founder-led companies begin operations without properly documenting ownership, roles, or exit expectations. While this may seem harmless in the early stages, it often leads to serious legal and commercial problems later.

A founder agreement is a legal document that sets out the relationship between business founders. It defines equity ownership, decision-making authority, roles and responsibilities, vesting arrangements, and dispute resolution mechanisms. Proper equity structuring ensures that ownership aligns with contribution, risk, and long-term commitment.

One common mistake founders make is allocating equity equally without considering future involvement or capital contributions. This can result in inactive founders retaining significant ownership while active founders carry operational and financial burdens. Vesting provisions help address this by ensuring equity is earned over time rather than granted outright.

Decision-making rights are another critical issue. Without clarity on who controls strategic decisions, businesses can become paralysed during disagreements. Founder agreements typically address voting rights, reserved matters, and escalation procedures to prevent deadlock.

Exit and transfer provisions are equally important. These clauses regulate what happens if a founder wants to leave, sell their shares, or is forced out due to misconduct or incapacity. Without clear exit rules, departing founders can disrupt operations or block future transactions.

Equity structuring also plays a key role in fundraising. Investors closely examine cap tables to assess ownership clarity, dilution risks, and control dynamics. Poorly structured equity can scare off investors or force costly restructuring before investment can proceed.

In Nigeria, founder disputes often escalate into litigation due to the absence of clear contractual frameworks. Litigation is expensive, time-consuming, and disruptive. Well-drafted founder agreements significantly reduce this risk by providing clear contractual remedies and dispute resolution pathways.

Founders should view legal structuring as a strategic investment, not an administrative burden. Early legal guidance helps align expectations, preserve relationships, and protect long-term value. As businesses grow, founder agreements should be reviewed and updated to reflect new realities such as external investment, regulatory requirements, or expansion plans.

Ultimately, strong founder agreements and thoughtful equity structuring lay the foundation for stability, scalability, and investor confidence. They allow founders to focus on building the business rather than resolving avoidable conflicts.

Corporate governance has moved from being a regulatory formality to a strategic necessity for businesses operating in Nigeria. As companies scale, attract investment, or operate in regulated environments, the quality of their governance structures often determines long-term success or failure.

At its core, corporate governance refers to the systems, policies, and processes by which a company is directed and controlled. In Nigeria, governance obligations arise from multiple sources, including the Companies and Allied Matters Act (CAMA), sector-specific regulators, shareholder agreements, and internal company policies.

Many businesses underestimate governance until a problem arises. Common triggers include shareholder disputes, regulatory sanctions, leadership conflicts, or failed investment negotiations. At that point, weak governance structures become costly.

One of the key elements of effective corporate governance is a clearly defined ownership and control framework. This includes properly drafted shareholder agreements, clear roles for directors and management, and mechanisms for resolving deadlocks. Without these, even profitable businesses can become unstable due to internal conflict.

Board effectiveness is another critical governance issue. Nigerian companies often appoint directors based on relationships rather than competence, without clearly defining fiduciary duties or accountability standards. A functional board should provide strategic oversight, manage risk, and ensure compliance with legal and regulatory obligations.

Regulatory compliance is also inseparable from governance. Regulators increasingly expect businesses to demonstrate not only compliance on paper but also strong internal controls, reporting systems, and risk management frameworks. Poor governance can expose directors and shareholders to personal liability, fines, or operational shutdowns.

For founder-led businesses and growing enterprises, governance plays a key role during fundraising and exit events. Investors routinely conduct governance-focused due diligence, examining board composition, decision-making processes, compliance history, and dispute exposure. Weak governance can significantly reduce valuation or derail transactions entirely.

Importantly, corporate governance is not static. As businesses grow, governance structures must evolve. What works for a small startup may be inadequate for a company with external investors, international operations, or regulated activities. Periodic governance reviews help ensure that structures remain aligned with business realities.

Strong corporate governance ultimately supports sustainability. It promotes transparency, accountability, and strategic clarity, helping businesses manage risk while positioning for growth. For Nigerian businesses navigating complex legal and regulatory environments, governance is not a luxury but a foundational requirement.