Court filings in multiple legal disputes arising from the 2023 acquisition of Pan African Towers have raised questions about corporate governance, board oversight and executive independence, with the company’s Board Chairman, Adefolarin Ogunsanya, featuring prominently in the proceedings.
The disputes, currently before Nigerian courts, stem from the acquisition of Pan African Towers by Development Partners International (DPI), Verod Capital Growth Fund III LP and African Development Partners International LLP.
According to documents filed before the Federal High Court, former Chief Executive Officer of Pan African Towers, Azeez Amida, played a central role in identifying and engaging prospective investors after the company’s shareholders decided to sell the business.
The filings stated that negotiations led by Amida culminated in the acquisition, which was later recognised as the African Deal of the Year.
However, less than three years after the transaction, the acquisition has become the subject of three separate court cases challenging aspects of its governance and implementation.
According to the court filings, a proposed Management Incentive Plan (MIP) formed part of the negotiations leading to the acquisition.
Amida alleged that he informed prospective investors that management would retain a minimum five per cent equity stake following the acquisition, an arrangement he said distinguished the successful consortium from competing bidders.
The pleadings further alleged that the consortium accepted the proposal through the MIP and related term sheets.
Among the exhibits before the court is an email attributed to Ogunsanya forwarding a document titled “PAT – MIP analysis.xlsx,” described as an analysis of the proposed incentive scheme.
According to the claimant, the proposed equity participation could have generated returns exceeding 30 million U.S. dollars, but the arrangement was allegedly not implemented after the acquisition.
He is consequently seeking damages exceeding 30 million dollars in a separate action before the Federal High Court.
The filings further alleged that governance dynamics changed significantly after the acquisition, with shareholder representatives and board members becoming increasingly involved in operational matters ordinarily handled by executive management.
The defence claimed that disagreements arose over procurement processes and commercial negotiations, including sourcing decisions involving companies in which some directors allegedly had interests.
The filings identify Ogunsanya as one of the directors involved in those discussions.
The allegations remain disputed and are yet to be determined by the court.
Another issue raised in the defence concerns the company’s financial approval procedures.
According to the filings, following the appointment of a new Chief Financial Officer (CFO), Amida deliberately withdrew from final expenditure approvals because of governance concerns.
The defence maintained that expenditures subsequently challenged in the litigation were processed through the company’s established approval procedures, involving reviews by relevant departments and final authorisation by the CFO.
It also argued that the CFO responsible for the approvals remains employed by the company and has since been promoted.
The defence further contended that the disputed hospitality, investor engagement and related business expenses passed through internal approval processes and were reflected in the company’s audited financial statements before becoming the subject of litigation.
Internal emails, approval workflows, WhatsApp communications and financial records have been listed among the evidence expected to be presented during the trial.
The court filings also noted that Ogunsanya participated in negotiations surrounding the Management Incentive Plan, signed an October 2024 query issued to Amida before a Mutual Separation Agreement and later declined a request for an amicable settlement in a separate matter before the National Industrial Court.
Amida further alleged that a subsequent Federal High Court action instituted by Pan African Towers was retaliatory and intended to exert pressure in connection with his earlier legal action against DPI, Verod and other parties involved in the acquisition.
The allegations remain contested, and the parties are expected to present their respective cases before the courts.
As of the time covered by the filings, the defendants had not filed substantive defences to some of the claims referenced by the claimant.
The matters remain pending before the courts, and no judicial determination has yet been made on the merits of the allegations.
