Formations, Re-organizations and Spin-Offs


We have advised on establishing investment holding companies and special purpose companies in leading offshore jurisdictions, both in jurisdictions with double-tax treaties with Nigeria and in those with none, for the organization of such entities.

We advised on the largest spin-off ever in Nigerian history. It involved the spinning off of the non-bank businesses of a bank to its existing shareholders. Our other work on divestitures has involved spinning off parts of businesses in the food and transport sectors.

In one instance the de-merger was effected by spinning-off a subsidiary, in another it was by splitting-off a subsidiary, in each case to the existing shareholders of the parent.

We have also been advising a leading food sector operator on the complex formal de-merging of its hitherto-combined businesses into three: a farming business; a bakery business; and a quick-service restaurant business.

Different but not less complex has been our work on schemes to substitute bonds for significant equity shareholdings and to repair the damaged balance sheet of a conglomerate by eliminating negative revenue reserves.

We have advised on share ownership structures calculated to maximize the voting power of their sponsors and minimize both tax exposure and the ability to remit income and capital proceeds in foreign currency.

We have advised on voluntary, court-approved reductions of capital, on the liquidations of two local subsidiaries of a global multinational, on the liquidation of a subsidiary of a foreign bank, and on the liquidation of subsidiaries of two separate former bank holding companies.

We have advised insolvent companies on “working out” their debts to lenders and other creditors, and would-be acquirers of the core business assets of companies in liquidation.

We have advised on attempts to revive and “turn around” once- outstanding but recently-comatose and insolvent manufacturers of food products and electronic equipment as well as an oil marketer.



© 2015 G. ELIAS & Co.