Recent Litigation Cases
(September, 2009 to Present Day)

S/N CASE DESCRIPTION INFRACTIONS SEC/COURT ACTION STATUS
1 IST/LA/OA/04/2015

HERITAGE CAPITAL MARKETS LTD VS SEC 		Heritage Capital Markets Limited relied on the Power of Attorney donated to Celina Okoro (Nee Ukachukwu) by the Executor to the will of Late Prince C. N. Ukachukwu to sell some of the shares of the Estate. When the Commission investigated the complaint, it arrived at the conclusion that the power of attorney did not authorize the done or her agent (such as Heritage Capital Market) to sell any of the shares. The Commission accordingly directed that the said shares should be fully restored to the estate.

Heritage Capital Market Limited filed this suit at the Investments and Securities Tribunal challenging the directives of the Commission on the ground that the findings of the Commission differed from that of the Economic and Financial Crimes Commission (EFCC) which also investigated the same complaint and found the claimant not culpable in the transaction. 		The Claimant withdrew the matter and it was struck out.
2 IST/OA/06/2017

C. N. UKACHUKWU & SONS V SEC 		The Claimant complained that Heritage Capital Markets Limited relied on the Power of Attorney donated to Celina Okoro (Nee Ukachukwu), the 3rd Defendant, by the Executor to the will of Late Prince C. N. Ukachukwu to sell some of the shares of the Estate. At the end of the investigations, the Commission directed that since the matter revolved around the execution of a Will and there had been over 80% restitution by Heritage Capital Markets Limited, the Complainants should explore other means of resolving the outstanding issues against the 3rd Defendant who was a member of the family.
The Claimants filed this suit challenging the conclusion reached by the Commission.

On May 14, 2019, the Tribunal gave its judgment in the matter upholding the Commission’s letter of 4th May, 2015 which had directed the 2nd and 3rd Defendants to buy back all the Claimants’ shares unlawfully sold. The said Defendants were consequently directed to buy back all the outstanding shares of the Claimants. The Counter-claim of the 2nd Defendant was dismissed and the Commission was directed to ensure compliance with the Tribunal’s decision. 		The matter has been concluded.
3 IST/OA/03/2015

SECURITIES AND EXCHANGE COMMISSION VS MEGA ASSET MANAGERS LIMITED & 5 ORS 		The Commission received several complaints from investors against Mega Asset Managers Limited and its directors alleging that the company had failed to meet its obligations to its investors. The Commission’s investigations revealed that the Company was distressed and unable to pay its investors. The company and its directors were brought before the Administrative Proceedings Committee of the Commission for a formal hearing.

The Commission however filed this Originating Application at the Tribunal to obtain an order freezing all the identifiable assets of the company pending the outcome of the APC hearing. 		The Orders sought by the Commission were granted and the matter stands concluded.
4 IST/APP/01/2014 – ADEFARATI FRANCIS VS SEC

IST/APP/02/2014 – MR. OLAYINKA ABIMBOLA VS SEC

IST/APP/03/2014 – MR ADEGBAJU SOLOMON VS SEC

IST/APP/04/2014 – RESORT SAVING & LOANS PLC VS SEC 		These appeals arose from the Commission’s APC decision in SEC vs. VICAD Securities Ltd & 16 others.

The Appellants are directors of Resort Saving & Loans Plc (4th Appellant), a company that carried out a private placement in 2008, wherein unregistered securities were offered to the public without the prior approval of the Commission, contrary to Section 75 of the ISA 2007. 		After the matter was investigated by the Commission, the matter was referred to the APC for hearing. The APC found the Appellants liable and they were sanctioned accordingly. The Appellants filed these appeals respectively praying the Tribunal to reverse the decision of the APC and lift the ban, suspension or other sanctions imposed on them by the Commission. Judgment was delivered on December 5, 2018 affirming the decision of the Commission’s APC but the sanctions imposed on the Appellants were reduced by the Tribunal. The matter stands concluded.
5 IST/OA/03/18

SECURITIES AND EXCHANGE COMMISSION V ALL TRUST HERITAGE INTERNATIONAL LIMITED 		All Trust International Limited unlawfully engaged in unregistered capital market activities. The Commission received several complaints including a complaint letter dated August 28, 2016 from its former staff stating that over N250million was collected from different people in Bonny Island. After preliminary investigation, the Commission filed an Originating Application at the Tribunal praying for an Order freezing the account of the company in line with Section 13 (x) of the Investments and Securities Act, 2007, for carrying out illegal operation in the capital market contrary to Section 6 of the ISA, 2007. The Orders sought by the Commission were granted and the matter stands concluded.
6 IST/APP/01/18

TAIWO OJETUNDE V SEC & 2 ORS 		Mr. Taiwo Ojetunde (the Appellant) was one of the Directors of Partnership Investment Company Plc. The Commission received several complaints against the company which were investigated accordingly. The Commission found that the company offered products not registered with the Commission. The Commission brought the company and all its directors to the APC in APC/01/2017 Head of Enforcement Department (SEC) vs Partnership Investment Company Plc & 17 Ors for a hearing and the Appellant was the 6th Respondent.

The Commission’s APC found the Respondents culpable.

The Appellant filed this appeal at the IST against the said APC decision praying that the said APC decision be set aside on the grounds that the APC lacked the jurisdiction to hear the matter and his right to fair hearing was breached in the process. 		Judgment was delivered against the Appellant as the Tribunal affirmed the decision of the Commission. He has however, appealed further to the Court of Appeal but no hearing date has been given by the Court of Appeal.
7 IST/LA/OA/06/18
WEMA BANK PLC V SEC & ANOR 		The Commission received a complaint from Ose Ogunkorode against WEMA Bank Plc alleging that it failed to return to the complainant/investor the sum of N59,172,000 being the value of 12,780,130 units of the Banks shares which was not allotted to the investor. The Commission investigated the complaint and found that the complainant had applied for 20,552,193 units of the Bank’s shares for which the total sum of N95,156,657 was paid. The Complainant was however allotted 7,219,870 units leaving an outstanding of 12,780,130 units valued at N59,172,000. The complainant complained that neither the outstanding units were allotted to him nor was his money returned to him. WEMA Bank’s position however, was that the 12,780,130 units was warehoused by WEMA Asset Management Limited because the value was not received from Greenwich Trust Limited through which the transaction was conducted. The Commission however directed WEMA Bank to return the money to the investor and penalty of N5000 per day was also imposed on the bank for the infraction. The Bank filed this suit at the Tribunal seeking for an Order setting aside the decision of the Commission on the matter. The Tribunal in its judgment affirmed the findings of the Commission to the effect that Wema Bank should refund the sale price of the shares to the shareholder together with damages of N200,000.00.

WEMA Bank has appealed against the decision of the Tribunal but no hearing date has been given by the Court of Appeal.
8 CA/A/998/2018

SEC & 4 ORS VS TSOMENEFA HENRI KOUNOUGNA 		The Commission’s surveillance on the activities of Flexus Global Services Limited revealed that the company was soliciting funds from the public for investment purposes without prior registration with the Commission. The Company’s operation was as such unlawful. The Commission in conjunction with the Police Unit shut down the illegal operation of the company and made some arrests including Mr. Tsomenefa Henri Kounougna (The Plaintiff) who is also a principal officer in the company. The Plaintiff filed this suit at the Federal High Court alleging that his fundamental right was breached in the process. The Federal High Court found in his favour but the Commission has appealed the said judgment of the Federal High Court which held that the Commission breached the fundamental right of the Plaintiff and awarded N5 Million in his favour against the Commission.

The Commission filed an appeal at the Court of Appeal seeking a reversal of the said judgment. 		The Commission’s appeal against the judgment of the Federal High Court is pending but no hearing date has been given.
9 IST/OA/08/2018

FIDELITY COMPANY LIMITED & 2 ORS V FORTE OIL PLC & 2 ORS 		Fidelity Finance Company Limited, Mr. Osa Osunde and Mr. Nosa Osunde (the Claimants in this suit) were involved in some irregular transactions in respect of the 2008 Public offer of AP Plc (Now Forte Oil Plc) in contravention of the Investments and Securities Act, 2007. The Commission investigated the matter and found the directors culpable. The Commission also directed them to completely divest their holdings in AP Plc to existing shareholders and cease to be on the Board of the company. The 1st Claimant was in addition asked to refund to AP Plc the dividend collected plus accrued interest in respect of the shares allotted to it based on the 2008 offer. These directives were contained in the Commission’s letter dated 7th December, 2010.

In 2016, the Commission reviewed their level of compliance and issued a letter dated 25th April, 2016 confirming that they had complied with all the directives of the Commission and that all cases against them in that respect had been dropped.

Subsequently, however, the Claimants wrote a Petition to the Commission dated 28th May, 2018, asking the Commission to prevail on Forte Oil Plc to release to them the dividends that had accrued over the years in relation to some 27,114,506 units of Forte Oil Plc shares. They explained that these shares were used as collateral to obtain a loan from the defunct Afribank Plc and were recently released to them following an Order of the Federal High Court in that respect.

Upon receipt of this letter, the Commission revisited the case and came to the conclusion that the said 27,114,506 units of Forte Oil Plc being part of the shares the claimants held in AP Plc as at 2010 were among the shares they ought to have divested as directed. This was communicated to the Claimants via a letter dated 2nd August, 2018.
The Claimants filed this suit seeking to set aside the Commission’s directives in the letter of 2nd August, 2018 and an Order affirming the earlier letter of 25th April, 2016 as the correct state of facts. 		The Tribunal gave judgment in favour of the Plaintiff, but Forte Oil and the Registrar have filed an appeal against the judgment. The Commission is not taking part in the appeal.
10 FHC/L/CS/1778/2018

MR ANTHONY EZE & ANOR vs. IGP & 6 ORS 		Mr. Anthony Eze and Mr. Emmanuel Ugbo (the Applicants) were Directors of DVCF Oil & Gas Plc, a Venture Capital Fund company with investment focus in the Oil and Gas Sector. The Fund being managed by the company was grossly eroded in questionable manner triggering an investigation from the Commission. The Commission’s target inspection on the fund revealed several infractions from the company. The Company and its directors were brought before the Commission’s APC for hearing. The directors were found culpable and sanctioned accordingly. They challenged the decision of the Commission’s APC at the Tribunal but the Tribunal affirmed the Commission’s decision.

Two directors filed this fundamental human right enforcement action at the Federal High Court Lagos alleging that the Tribunal’s judgment on the matter exonerated them from any criminal liability in the running of DVCF Oil & Gas Fund.

They accordingly seek a number of reliefs including a declaration that the harassment of the Applicants by the SEC Police Unit was a violation of their fundamental Human right on the ground that the Tribunal had given a decision on the appeal filed in the matter. 		The matter has been withdrawn by the applicant and struck out by the court.
11 CA/L/88/2011

BIG TREAT & 3 ORS vs SECURITIES & EXCHANGE COMMISSION & 2 0RS 		The directors of Big Treat Plc – a public listed company – were not properly managing the company in violation of the SEC Code of Corporate Governance. In 2008, the Commission conducted an investigation into the affairs of Big Treat Plc and found several infractions of the Investments and Securities Act, 2007 such as inadequate internal control systems and a breakdown of corporate governance in the company.

Based on these findings, the Commission in 2010 approached the Federal High Court seeking a number of reliefs against Big Treat Plc, three of its directors and two entities owned by it with a view to preserving the assets of the company.

An interim Order granted by the Court was opposed by the company and its directors who argued that the company was not a capital market operator subject to the regulatory control of the Commission. The said Order was set aside but the Commission successfully challenged the ruling of the Federal High Court and the Court of Appeal in its judgment dated 31st January 2019 held that Big Treat Plc being a public listed company which offered its securities to the investing public was a capital market operator and the Commission could intervene in its affairs in line with the investments and Securities Act, 2007.

The Company and its directors have further appealed to the Supreme Court against the judgment of the Court of Appeal. 		The appeal of Big Treat to the Supreme Court is currently pending but no hearing date has been given by the apex court.
12 FHC/L/CS/910/2019

MR. JUBRIL ADEWALE TINUBU & ANOR VS SEC & ANOR 		The Commission had in July, 2017 received two petitions from Alhaji Dahiru Mangal and Ansbury Incorporated alleging various corporate governance failures and regulatory infractions going on in Oando Plc. Among the highlighted infractions were insider trading, undisclosed related party transaction, remuneration of the Directors over and above the provisions of the Board Charter among others.

The Commission’s investigations culminated in a Forensic Audit carried out by Deloitte and Touche whose Report affirmed the allegations of corporate governance failure in the company among other irregularities. Pursuant to the findings of the Forensic Auditors, the Commission issued a letter to the company and affected directors directing as follows:

1. Resignation of the affected Board members of Oando Plc,

2. The convening of an Extra-Ordinary General Meeting on or before July 1, 2019, to appoint new directors,

3. Payment of monetary penalties by the company and affected individuals and directors,

4. Refund of improperly disbursed remuneration by the affected Board members to the company,

5. Baring of the Group Chief Executive Officer (GCEO) and the Deputy Group Chief Executive Officer (DGCEO) of Oando Plc from being directors of public companies for a period of five (5) years. 		This is a fundamental human right case filed by Mr. Jubril Adewale Tinubu, the Group Chief Executive Officer (GCEO) and Mr. Omamofe Boyo, the Deputy Group Chief Executive Officer (DGCEO) of OANDO Plc seeking to restrain the Commission from enforcing the sanctions imposed on them. The Commission, acting on the Forensic Audit Report, had in a letter dated 31st May, 2019 imposed a fine of N91,125,000.00 on the GCEO and barred both Applicants from being directors of public companies for a period of 5 years. An interim Order of Injunction was granted restraining the Commission from taking further steps in enforcing its decision being challenged in this suit. The matter came up on June 22, 2020 and the court directed parties to take a further date for hearing considering that the legal year was coming to an end. The matter was accordingly adjourned to September 30, 2020 for hearing.
13 FHC/L/CS/911/2019

MR. ADEWALE TINUBU & ANOR VS SEC & ANOR 		Same as above This is a Judicial Review application filed by the GCEO and the DGCEO of Oando Plc seeking for an Order of Certiorari to quash the decision of the Commission contained in its letter dated 31st May, 2019 imposing a fine of N91,125,000.00 on the 1st Applicant and barring both Applicants from being directors of public companies for a period of 5 years. They also pray the court to quash the decision of the Commission appointing an interim management Team for Oando Plc as contained in a press statement issued by the Commission on June 2, 2019. The matter came up on June 22, 2020 and the court directed parties to take a further date for hearing considering that the legal year was coming to an end. The matter was accordingly adjourned to October 21, 2020 for hearing.
14 FHC/L/CS/964/2019

MR. MOBOLAJI OSUNSANYA VS SEC & 2 ORS 		Same as above This is a fundamental human right case filed by one of the directors of Oando Plc, Mr. Mobolaji Osunsanya, challenging the decision of the Commission contained in its letter dated 31st May, 2019 which directed the Applicant to resign from the Board of Directors of Oando Plc. His major ground for seeking judicial relief is that he was not given the opportunity of defending himself on the findings acted upon by the Commission. This matter came up on June 22, 2020 for hearing and was struck out following the application of the Applicant to withdraw the suit.
15 FHC/L/CS/965/2019

OANDO PLC VS SEC & 2 ORS 		Same as above This is a fundamental human right case filed OANDO Plc seeking to nullify the directives of the Commission contained in its letter dated 31st May, 2019 imposing a total fine of N86,625,000.00 on it and directing the removal of its GCEO and DGCEO as directors as well as the resignation of other members of the company’s Board of Directors. The reliefs are also sought on the ground that the company was not given the opportunity of defending itself on the findings acted upon by the Commission. The matter came up on June 22, 2020 and the court directed parties to take a further date for hearing considering that the legal year was coming to an end. The matter was accordingly adjourned to September 30, 2020 for hearing.
16 FHC/L/CS/966/2019

MR. OLUFEMI ADEYEMO VS SEC & 2 ORS 		Same as above This is a fundamental human right case filed by Mr. Olufemi Adeyemo, one of the directors of OANDO Plc, seeking a judicial Order setting aside the Commission’s directives contained in a letter dated 31st May, 2019 which imposed a fine of N91,125,000.00 on the Applicant and also directed him to resign from the Board of Directors of the Company. The ground upon which the reliefs are sought is that he was not given the opportunity of defending himself on the findings acted upon by the Commission. The matter came up on June 22, 2020 and the court directed parties to take a further date for hearing considering that the legal year was coming to an end. The matter was accordingly adjourned to September 30, 2020 for hearing.
17 FHC/L/CS/1031/2019

OANDO PLC vs MS MARY UDUK & 2 ORS 		Same as above This is a Judicial Review application filed by Oando Plc seeking for an Order of Certiorari to quash the decision of the Commission contained in its letter dated 31st May, 2019 imposing a total fine of N86,625,000.00 on it and directing that an Extra-ordinary General Meeting of the company be convened on or before 1st July, 2019 to appoint new directors. The Applicant also prays the court to quash the decision of the Commission appointing an interim management Team for the company as contained in a press statement issued by the Commission on June 2, 2019. An interim Order of Injunction was granted restraining the Commission from taking further steps in enforcing its decision being challenged in this suit. The matter came up on June 22, 2020 and the court directed parties to take a further date for hearing considering that the legal year was coming to an end. The matter was accordingly adjourned to October 21, 2020 for hearing.
18 CA/L/53/2017

FHC/L/CS/767/15-BGL PLC &ORS VSEC 		The Commission received over 40 complaints from investors against the BGL Group, its subsidiaries and sponsored individuals alleging breach of trust and fraud to the tune of about N5.8 Billion. The Commission lunched an investigation into the affairs of the BGL Group and ultimately obtained a court order which authorized it to set up an Interim Management Team (IMT), for BGL Group. The IMT’s preliminary findings revealed that BGL Group was in a critical financial state posing an enormous risk to both existing and potential investors as well as the capital market as a whole. Some of the infractions highlighted during the investigations included questionable investments in unlisted and illiquid securities, contrary to the Commission’s Rules and Regulations. The Commission took further administrative decisions including the suspension of the Group from all capital market activities. The company and its principal officers were also invited to appear before the Commission’s Administrative Proceedings Committee (APC). This action was instituted by the Plaintiffs challenging their suspension from the capital market by the Commission. The Federal High Court on the 31st of October, 2016, delivered its judgment striking out the suit for being incompetent.

An appeal was filed by the Appellants challenging the decision of the Federal High Court in the matter. 		Briefs have been exchanged but no hearing date given yet.
19 CA/L/55/17

FHC/L/CS/1050/15-BGL &ORS VS SEC &ORS 		Same as above The Plaintiffs filed this suit challenging their invitation to appear before the Commission’s Administrative Proceedings Committee (APC). The Federal High Court on the 31st of October, 2016, delivered its judgment striking out the suit for being incompetent.

This appeal was filed by the Appellants challenging the decision of the Federal
High Court in the matter. 		Briefs have been exchanged but no hearing date given yet.
20 CA/L/56/2017

FHC/L/CS/121/16-BGL Asset Management Ltd & ORS VS SEC
& ORS 		Following receipt of ten (10) fresh complaints from investors between May 20, 2015 to November 10, 2015 with a total asset value of over N2.9 billion against BGL Assets Management Ltd and its Sponsored Individuals, the Commission invited the Plaintiffs again to appear before the APC. The Plaintiffs resisted the invitation by filling this matter seeking for an order restraining the Commission from convening the proposed APC.

The matter was struck out on 31/10/16 when the court held that the defect in the application for judicial review has robbed it of the jurisdiction to entertain the suit. BGL Group being dissatisfied, filed an appeal at the Court of Appeal challenging the ruling of the Federal High Court in the aforementioned matters. 		Briefs have been exchanged but no hearing date given yet.
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