Key Considerations in Corporate Restructuring and M&A

Getting the Deal Structure Right

Every merger, acquisition, or restructuring begins with a fundamental question: what structure best serves the commercial objective? Whether the goal is a share acquisition, an asset purchase, or a scheme of arrangement, the structure chosen affects everything from tax exposure to regulatory approval timelines.

Businesses that engage legal counsel early in this structuring phase are generally better positioned to avoid costly restructuring later, once a deal is already underway.

Due Diligence Is Not a Formality

Legal due diligence often gets treated as a procedural checkbox, but it is where the real risks of a transaction surface — undisclosed liabilities, unresolved disputes, regulatory non-compliance, or gaps in corporate governance. A thorough due diligence process protects both buyers and sellers by surfacing issues while they can still be negotiated around.

This is particularly true in cross-border transactions, where differences in regulatory regimes can introduce risks that are easy to overlook without dedicated local expertise.

Navigating Regulatory Approvals

Depending on the sector and transaction size, Nigerian corporate transactions may require approvals from bodies such as the Securities and Exchange Commission (SEC), the Corporate Affairs Commission (CAC), or the Federal Competition and Consumer Protection Commission (FCCPC). Understanding which approvals apply — and building realistic timelines around them — is essential to keeping a transaction on schedule.

Missing or underestimating a required regulatory step is one of the most common causes of deal delay, and in some cases, deal failure.

Life After Closing

A transaction does not end at signing. Post-closing integration — aligning governance structures, harmonizing contracts, and managing shareholder disclosures — is where much of the long-term value of a deal is either realized or lost.

Our Corporate Restructuring, Mergers & Acquisitions practice at STOHB, BUCKNOR & DURSON supports clients through this entire lifecycle, from initial structuring through to post-closing integration, ensuring that transactions are not just closed, but set up to succeed.