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Stewardship, Not Seizure: What the Union Bank Case Is Really About

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There is a particular genre of financial commentary that mistakes legal process for a factual verdict. A court delivers a first-instance ruling, procedural questions are raised, and before the ink is dry on the appeal filing, the narrative has already hardened: the regulator overreached, investor confidence is shattered, and Nigeria’s financial governance is on trial before the world.

Stewardship, Not Seizure: What the Union Bank Case Is Really About

Much of the commentary currently circulating about Union Bank of Nigeria belongs to that genre. It is not without merit on certain procedural questions. But it is, at its core, incomplete — and incompleteness in financial journalism carries costs that run well beyond the column.

The Acquisition That Started Everything

In 2022, Titan Trust Bank Limited, then chaired by Mr Tunde Lemo, acquired approximately 94 per cent of Union Bank of Nigeria through two Dubai-registered entities: Luxis International DMCC, promoted by Mr Rahul Savara, and Mr Cornelius Vink’s Magna International DMCC, both linked to the Tropical General Investments (TGI) Group.

The US$300 million transaction was financed predominantly through an Afreximbank facility. The CBN’s policy is unambiguous: borrowed funds may not be used to acquire shares in a licensed financial institution. That principle exists because debt-funded acquisitions hollow out the very capital base they purport to build.

That is precisely what happened. A forensic audit found that the Afreximbank loan was ultimately reflected in Union Bank’s own books, with no hedging arrangements against naira depreciation. As the currency weakened, revaluation losses intensified, the capital adequacy ratio deteriorated into negative territory, non-performing loan exposure increased significantly, and a substantial capital shortfall emerged.

Critically, as stated in the Bank’s own Notice of Appeal, a special examination was conducted, and its findings were formally presented to former Managing Director Mudassir Amray and the board then chaired by Farouk Gumel, who were confronted with the institution’s grave financial condition and continuing regulatory infractions. The claim that the CBN acted without evidence before dissolving the board is, on the record, simply not accurate.

The Legal Picture

The CBN acted under Section 34 of BOFIA 2020 and Section 52 of the CBN Act 2007 — broad discretionary executive powers that do not require a special examination as a condition precedent. The Federal High Court’s characterization of those powers as quasi-judicial is itself among the central questions now on appeal. Both the CBN and Union Bank have filed formal appeals.

Union Bank’s own Notice of Appeal, filed the day after judgment on thirteen grounds and argued by Olaniwun Ajayi LP, challenges the ruling on several fronts: that the respondents may never have had locus standi to sue in the first place, under the rule in Foss v. Harbottle; that the application was filed nearly two years after the January 2024 events, well outside the prescribed three-month limitation window; and that the CBN-supervised recapitalisation exercise, mandated under Section 9
of BOFIA, cannot constitute evidence of bad faith. These are not technicalities. They are substantive questions of law that the Court of Appeal must now determine.

The Human Stakes and the Real Question

Behind the legal arguments sit approximately 7.8 million depositors and around 6,450 employees across 281 branches. Union Bank’s own affidavit describes it as a systemically important institution in a precarious financial situation, continuing to rely on CBN forbearance for its existence — a frank admission that validates, rather than undermines, the case for intervention. Meanwhile, critics argue the dispute damages investor confidence. The wider evidence does not support that conclusion.

By April 2026, thirty-three Nigerian banks had raised N4.65 trillion under the CBN’s recapitalisation framework — over ten times the 2004 to 2005 consolidation figure. The Nigerian Exchange All-Share Index rose approximately 29 per cent in the first quarter of 2026 alone. The market has read the CBN’s resolve as stability, not recklessness. Conflating this case with a systemic confidence crisis runs the risk of misleading the very international investors the commentary claims to be protecting.

The structural vulnerability at the centre of this dispute originates not with the regulator but with an acquisition financed with borrowed funds, loaded onto the acquired institution’s balance sheet, and left unhedged against exchange-rate risk. When the CBN stepped in, it was doing what central banks everywhere are expected to do. When Union Bank’s own legally constituted board subsequently filed its own appeal, it was signalling what a properly constituted governance structure recognises as being in the institution’s best interests. Nigeria’s appellate courts — not the court of commentary — are the appropriate arena for resolution.

Union Bank of Nigeria is a 109-year-old institution serving nearly eight million depositors. It is not being dismantled. It is being stabilised under active regulatory supervision, with operations intact and depositors protected. In the language of institutional governance, that is called stewardship. The commentary that mistakes it for anything else does the institution, its depositors, and Nigeria’s financial governance narrative a disservice that will outlast the headlines.

*Bala Rabiu, writes from Kano


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MSMEs Paucity of Funds Receives Boost as Senate Backs Bill Seeking to Unlock Cash for them

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Businesses across Nigeria, particularly micro, small and medium enterprises (MSMEs), may soon be able to convert unpaid invoices and credit sales into immediate cash without relying on conventional bank loans following the passage of the Factoring, Assignments and Receivables Financing Bill for second reading in the Senate.

The bill, which seeks to establish a legal framework for factoring and receivables financing, is expected to improve access to credit, boost liquidity for businesses and enhance domestic and international trade.

It also seeks to provide legal certainty for the assignment of receivables through factoring, promote transparency, modernise assignment laws and facilitate greater access to credit for businesses across the country.

Leading debate on the bill which was sent from the House of Representatives for concurrence, Senate Leader Opeyemi Bamidele said on Tuesday that the proposed legislation would create an enabling environment for debt factoring to thrive in Nigeria while defining the rights and obligations of creditors, factors and debtors involved in such transactions.

He explained that the bill provides for factoring contracts between sellers and factors and clarifies the legal relationship among parties in receivables financing arrangements.

According to Bamidele, the legislation has already passed all legislative stages in the House of Representatives and has complied with the Senate’s procedural requirements under Order 78(3) of the Senate Standing Orders.

He told lawmakers that the Senate Ad Hoc Committee on Compliance, chaired by Abdul Ningi, had scrutinised and cleared the bill for concurrence.

“The committee confirmed that all procedural requirements for consideration and concurrence by the Senate have been fully met,” he said.

Seconding the bill, Adetokunbo Abiru said the legislation would provide businesses with an alternative source of financing by enabling them to turn credit sales into cash and improve their working capital.

Abiru noted that factoring has become increasingly popular across Africa over the last decade, largely through initiatives supported by the African Export-Import Bank (Afreximbank).

He disclosed that the African factoring market is currently valued at over $50 billion, but Nigeria’s participation remains below one per cent.

According to him, countries such as Egypt and Morocco have benefited significantly from the financing model, adding that Nigeria risks missing out on the growing market without a clear regulatory framework.

“I think that passing this major legislation will help support our micro, small and medium enterprises in terms of converting most of their credit sales into cash without going through the normal borrowing arrangement,” Abiru said.

In his remarks, Ningi also assured lawmakers that the compliance committee had reviewed the bill and found no legal impediments to its passage.

Following a voice vote, the Senate approved the bill for second reading and subsequently referred it to the Committee of the Whole for clause-by-clause consideration.

 


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IMF Warns Nigeria of Risks in $5Bn Swap Deal with ‌First Abu Dhabi Bank

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The IMF on Tuesday warned of risks surrounding Nigeria’s plan to borrow up to $5 billion through a derivatives agreement with ‌First Abu Dhabi Bank, saying such transactions are often opaque and complex.

IMF Warns Nigeria of Risks in $5Bn Swap Deal with ‌First Abu Dhabi Bank

Recall that the Senate in April gave its approval to the agreement, joining other Africa borrowers like Senegal and Angola who have tapped similar arrangements over the past year.

“Our view is that the transaction in these types of structures carry risks. Usually they are opaque so the terms are not always very transparent when we reviewed these instruments ​across countries,” Christian Ebeke, IMF resident representative in Nigeria, told reporters.

Ebeke said Nigeria could instead issue eurobonds to finance its deficits or other means to raise funding, including on concessional terms.

Nigeria intends to use proceeds from the total return swap, or TRS, to refinance expensive debt and pay for infrastructure.

In its latest Article IV review, the Fund praised Nigeria’s sweeping reforms, saying they had strengthened economic stability and investor confidence, but warned that the benefits had ‌yet to reach millions of citizens and could be undermined by global shocks, including the Middle East conflict.

The reforms since 2023 under President Bola Tinubu – including fuel subsidy removal, tighter monetary policy and exchange rate liberalisation – had rebuilt buffers and improved macroeconomic management, the IMF said.

However, it cautioned that the reforms were also contributing to social strain, with poverty levels at 63% and millions facing food insecurity, underscoring a widening gap between macro gains and household realities.

The IMF said improved policy credibility and forex reforms had helped Nigeria regain access to international capital markets and attract portfolio inflows, while reducing risk premiums. The central bank says gross reserves are at $50 billion, the highest in 17 years.

But reliance on volatile foreign portfolio investment poses rollover risks, the IMF said, urging a shift towards more stable, long-term capital such as foreign direct investment.


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SSDC Warns Businesses against Cyber, Election-Related Risks

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Security Skills Development Company (SSDC) has released its 2026 Security Outlook, highlighting four major security challenges expected to shape Nigeria’s business and operating environment as the country moves closer to the 2027 general election.

SSDC Warns Businesses against Cyber, Election-Related Risks

The report, developed from a nationwide survey and expert contributions at the recently concluded Security Thought Leadership Roundtable, identifies internal security threats, protection of national assets, cyber risks and election-related instability as the most significant concerns facing organisations and institutions in the coming year.

According to SSDC, findings from the survey and stakeholder discussions reveal growing concern over the increasing complexity of security challenges and their potential impact on business continuity, economic stability and public confidence.

A substantial number of respondents identified internal threats within organisations as an emerging risk, pointing to the need for stronger corporate governance, workforce integrity measures and structured risk management systems.

Security experts at the roundtable noted that weaknesses in critical public infrastructure and national assets could have far-reaching consequences for the economy and national development if not adequately addressed.

The report also highlights cybercrime as a persistent and evolving threat to both public and private sector institutions.

Participants stressed the importance of strengthening cyber resilience through proactive monitoring, investment in technology-driven safeguards and improved security awareness.

Another key concern raised in the outlook is what SSDC described as the “2027 Election Shadow.” Many respondents expressed concerns about the possibility of heightened political tension as the election season approaches, warning that uncertainty and security disruptions could affect business operations, investment decisions and overall economic confidence.

Speaking on the report’s findings, Mike Igbodipe, managing director, SSDC, called for a more strategic approach to security management across both public and private sectors.

He said organisations must move beyond reactive security measures and integrate security considerations into their broader strategic planning and decision-making processes. He also advocated the development of a gold-standard, locally certified training programme for security professionals tailored to Nigeria’s unique security environment.

SSDC, a security training and consulting firm focused on advancing professional standards in Nigeria’s security sector and strengthening industrial resilience through capacity building and strategic expertise, said the Security Outlook forms part of its ongoing thought leadership initiative aimed at promoting informed dialogue on national security, institutional resilience and risk management.

The company reaffirmed its commitment to supporting stakeholders through research, training and strategic advisory services designed to improve preparedness and response to emerging security challenges.

 

 

 


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