You can heave that sigh of relief now — we’re back with our interview series! And this time, the Legal Pages Interview Series will be hosted monthly. What’s more? We have other amazing things lined up moving forward. For now, simply enjoy our interview with the Legal Pages Lawyer of the Month.
This month, we spoke to one of Nigeria’s finest young lawyers. In this interview with Orji Uka, he speaks to us about his journey into legal practice, the public perception of lawyers and the 2020 Companies and Allied Matters Act.
- Hello. Can we meet you?
My name is Orji Uka. I am a proud son of Ohafia, in Abia State. I attended Abia State University, Uturu before proceeding to the Nigerian Law School in Abuja and was ultimately called to the Nigerian Bar as a Solicitor and Advocate of the Supreme Court of Nigeria on 20 November 2012. I am a dispute resolution practitioner with a bias for commercial and investment arbitration.
- You have been a practicing lawyer for about 8 years now. What significant experiences have stood out for you in your career trajectory?
I have been in active dispute resolution practice since by admission to the Nigerian Bar, in which role I advise Nigerian and expatriate clients on diverse areas of Nigerian law and regularly appearing on their behalf before trial and appellate courts and arbitral tribunals in commercial and general civil disputes covering a broad range of causes including contractual disputes in the oil and gas industry, aviation disputes and company proceedings etc.
Along the way I have had several significant experiences, but I think credit has to go to my erstwhile employers, where I worked for over 6 years and with whom I still maintain a fantastic relationship. The work culture there – which is also the same as where I work now – entailed throwing new wigs into deep end early on in their careers. So, I cut my professional teeth, as we say, very early in my practice. When I look back now at what I was exposed to in my first year of practice, I can only be appreciative of the experience.
I have conducted trials before the Federal and State High Courts in Lagos and appeared as co-counsel before appellate courts up to the Supreme Court. I have also prepared written addresses and appellate briefs on the strength of which we successfully prosecuted and defended dozens of cases and appeals. I played a central role in various litigations and arbitrations to enforce compliance with watershed infrastructure concession agreements. I have also conducted, and continue to conduct, legal researches and prepared numerous legal opinions for diverse clients in different industries.
But for me the significant experience was playing a significant role in the drafting of the trial and appellate court processes, and also appearing as co-counsel, in a landmark litigation that resulted in a $300m judgment, at the trial court, for a client and the validation of a significant stabilization statute in Nigeria. I am no longer involved in the case and so I cannot go into further specifics, except to say that it was one case in which I was exposed to the entire workings of the justice delivery system in Nigeria. For instance, in the space of one adrenalin charged week, we had to respond to a total of seven interlocutory jurisdiction challenges from three separate Senior Advocates of Nigeria and succeeded. In that same case, within three years, we successfully prosecuted an appeal arising from an interlocutory decision from the Federal High Court up to the Supreme Court. Trust me this was no mean feat. I am confident that there are more of such experiences on the way.
- If you could go back in time to your student years, what three things will you prioritize?
It is difficult to say what three things I will prioritise because I thoroughly enjoyed my student years, both at the university and at the law school. Obviously, the essence of studying is to learn and acquire knowledge, and of course to attain academic excellence. I can say with all sense of modesty that I did these and more.
I was thrown into the limelight in my 2nd year in university when I was appointed by the then Speaker of Students’ Union Government – Students’ Representative Council. From there I never looked back. At the end of that year, I served momentarily as the Chief of Staff to the SUG President before being appointed as a Judge of the Students’ Union Government High Court, in my 300 Level as possibly the first 300 Level student to be so appointed in the history of the school. I remained a Judge of the High Court until my graduation in 2010, even serving briefly as the Ag. Chief Judge of the Court until a substantive Chief Judge was appointed.
You would think that was all, but I was also the Coordinator of the Ernest Ojukwu Law Chambers in the Faculty of Law ABSU and more importantly the Head of the ABSU Law Clinic where I worked with a determined group of students to provide free legal aid and related services to the underserved members of our immediate community. Our biggest achievement that year was securing the release of some detainees who had been in custody in Aba, Umuahia and Okigwe Correctional Centres, in some case for as long as seven years. I was also the captain of my class football team from my first year until my final year and ultimately the captain of the Faculty football team. I was also a chorister with the Living Word Campus Church choir in school. Above all, I had, and still maintain a fantastic relationship with my teachers and fellow students especially my classmates both at the university and at the Law School.
I have said all of these because I wanted to make it clear that it is possible for one to pursue and attain academic excellence while not allowing your extracurricular activities to suffer. Who I am today, and who I will be tomorrow, are a function of the various skills I have picked up along the way from these diverse activities.
Just to be sure I have answered your question – academic excellence, mutually beneficial relationships [that I assure you will come in handy one day], and a strong extracurricular culture, are some of the priority areas that current student should focus on.
- They say corporate lawyers have a busy schedule. How do you unwind?
Regrettably, I always see myself having to explain to people that my life is not always about work. I definitely unwind. I am one of those who work hard and play hard, if not harder. Before COVID-19 struck I was the regular Lagos Friday night member, and I cannot wait for things to return to normal. I play football, very occasionally these days. I am an avid football fan, with Real Madrid as my first team of choice. I listen to music a lot. My Spotify and Amazon Music playlists can attest to that.
- You are quite active on social media, and there, people generally have a wrong notion of lawyers and legal drafting. What do you think has contributed to this, and how can it be remedied?
Lawyers have historically been largely misunderstood and the butt of jokes. Indeed, the Bible is replete with instances where Jesus Christ had less than complimentary things to say about lawyers, including once saying “woe to you lawyers”. William Shakespeare on his part is credited with the infamous line, “Let’s kill all the lawyers” from Henry VI. So, I am not surprised at all.
I think we have to look inwards first and admit that some of our trainings contributed to the public perception of lawyers, the way we wrote and spoke in the past, and how some of us still write and speak today, and the fact that we are generally perceived as arrogant. That said, I also know that a lot of the things that people say and write about lawyers are untrue like the ‘all lawyers are liars’ cliché. Indeed, another constant source of tension between lawyers and the general public, and the law enforcement agencies in particular is our insistence on doing things right and following well laid procedures. Principles of law such those in favour of fair hearing, the rule of law, the presumption of innocence, the imposition of the burden proof on the State in criminal cases etc. are just some of the fundamental principles on which any sane society functions. Otherwise we resort to a free for all or revert to the Hobbesian state of nature where life was “solitary, poor, nasty, brutish and short.”
I always give the example about someone who shoots his neighbour in public glare. As far the society is concerned, a crime has been committed, the victim is known and more importantly the culprit is identifiable. Indeed, some would suggest jungle justice. But our laws provide that such a person is innocent until proven guilty by a court of competent jurisdiction, such a person is entitled to legal representation of his choice, and if he cannot afford one, the State is duty bound to provide one. Very importantly, he is entitled to a fair hearing. It might well be that at the end of the trial, it becomes clear that there a motive, or perhaps a defence that either exculpates him from liability or at least mitigates the case. But we prefer shortcuts, and quick wins, which are never the answers and are not sustainable.
To remedy the negative public perception that the society has of lawyers, we lawyers must look inwards and purge ourselves of those conducts which do not accord with the high ethical standards for which we have put in place for ourselves and which the society expects from us. We must like Caesar’s wife be aboard suspicion and we must earn the trust of the society who are our clients and who often entrust their lives to us. Additionally, we have to continually evolve with the changing times otherwise the society will leave us behind. Lastly, public legal education is key to aligning the perception of the public with the functions of lawyers. That is why every now and then some of us devote quality time to provide clarifications on social media on topical and controversial topics. It is a thankless job for which we often get pilloried.
- You are our first interviewee since the NBA Elections. What’s your take on the entire process? Would you agree that the NBA Elections charted a course for elections in Nigeria, or there’s still a long way to go?
Yes, the 2020 NBA election has come and gone and the new President of the Association, Mr Olumide Akpata alongside the other national officers were sworn into office on 28 August 2020. The President was absolutely spot when he said that the election itself was free and fair and the result was reflective of the will of Nigerian lawyers. He also acknowledged that there were embarrassing glitches in the build up to the process that almost marred the entire exercise. These accords with the views that some of us expressed. In the spirit of full disclosure, I must admit that I supported him and so it is very easy to agree entirely with him. Some of those glitches did not reflect well on us as a foremost professional association in the country, and indeed in Sub-Saharan Africa. I am happy the NBA President has set up a Committee to audit the election and suggest reform measures which he has pledged to implement. Let us give him the benefit of the doubt.
On the question of whether the election has charted a course for elections in Nigeria, I can only hope the answer is yes. The most exciting part of the election process was seamless voting process and the ability to view the results in real time. I understand that INEC has recently said that they intend to deploy a similar technology for the Edo and Ondo States gubernatorial elections scheduled for late this year. If they succeed it will go a long way to revolutionalising our election system and significantly reduce the incidence of result falsification.
- Let’s discuss the amended Companies and Allied Matters Act. What, in your opinion, are the top three innovations presented by the Act?
When the news of the President’s assent to the Act was announced, I shared the view, that the Act is one of the most transformational pieces of business legislations in Nigeria in the past three decades or more. It is a view I still share.
For a law with 870 sections spanning 604 pages, there are certainly a number of innovative provisions but for me the three most innovative provisions of the Act are (i) the fact that is now possible for only person to incorporate a company; (ii) the enhancement of the minority protection provisions in the Act and (iii) the introduction of business recovery and insolvency provisions. I will explain these briefly.
Before now, the minimum number of persons required to incorporate a company was two. As a result, businesspeople were forced to enter into partnerships with others before they could incorporate a company sometimes with adverse effects. I have been involved in disputes that lasted for several years where the relationship between the parties broke down irretrievably and the affairs and fortunes of the company was also significantly impacted. In practice, we also know that the rule of a minimum of two shareholders was sometimes obeyed in disobedience between you often had the real shareholder/owner who merely brought in someone as a minority shareholder on paper alone just to comply with the law. So, in a sense that new provision has made the law to align with reality and with what obtains in advanced economies.
The Act also made additional provisions to protect the rights of minority shareholders by including inserting a new omnibus ground in section 343 as a basis under which a minority shareholder can approach the courts to protect his rights where the affairs of the company is not being run in a fair manner.
Lastly, before the 2020 CAMA where companies ran into financial difficulties, the consequence was the extreme measure of winding up. Under the new Act, there is now an avenue to first explore the option of business rescue and only where that is possible before you resort to receivership and liquidation.
- One of the most misunderstood sections of the amended CAMA is Section 839 and its provisions on the Suspension of Trustees of a Non-Governmental Organization. Can you shed more light on this issue?
Section 839 of the CAMA 2020 has predictably become one of the more controversial provisions of new Act. I say predictable because we are a people that are famed for mixing up our priorities. For instance, we are more religious than those who introduced the western religions to us. And this does not necessarily reflect on our actions. That is on one hand.
On the other hand, it must also be said that there is a near breakdown of trust of our leaders and the regulatory agencies on the part of the people and the current National Assembly in particular appear to have a legislative agenda that is inconsistent with their constitutional mandate of making law for peace, order and good government of Nigeria. It is against this backdrop that I wish to discuss Section 839 of CAMA 2020.
One of the categories of entities that can be registered with the Corporate Affairs Commission under the CAMA are Incorporated Trustees. It is under this category that not-for profit organisations, churches etc. are registered. Now Section 839 of CAMA provides that the Commission shall have powers to suspend the trustees of an association where the trustees are guilty of misconduct or mismanagement of the association; where the affairs of the association are being run fraudulently; or where the Commission is of the view that it is necessary or desirable to suspend the trustees. The section further provides that one of the circumstances under which the CAC might consider it necessary or desirable to suspend the trustees of an association is where the Commission is of the view that it is in the public interest to do so.
As expected, and as a function of the near breakdown of trust of the leaders, civil society organisations have expressed the fears that the section is a disguised instrument of government to take over the ownership of unfriendly organisations. In the same vein, some church leaders have been the most vocal critics of the provision because according to them it is government’s attempt to control and dictate to the churches how they should conduct their affairs.
For me, while it is unfair, simplistic or even naïve to say that these fears are unfounded, I must nevertheless say that on paper I do not see anything inherently wrong with that section. In fact, it accords with the regulatory powers of the Corporate Affairs Commission. Indeed, the fears of potential abuse by the regulator has always been there which is what led to the establishment of the branch of law known as Administrative Law. Where the Commission overreaches, the courts are there to cut them to size. I must also add that it is not only the not-for-profit organisations that the Commission exercises regulatory powers over, but also companies and other business entities. In concluding let me just say that any organisation that there must be some form of regulation and control. Any association that intends to carry on its activities in accordance with the law and which does not intend to be run fraudulently has nothing to fear but any organisation that does not want to comply with the laws of the land can set up their organisation in another country where there are no regulations.
- In the past year, you’ve gone on to bag an LLM from one of the world’s most prestigious institutions. You’ve also moved from a top tier firm to another leading firm. All things being equal, what’s next for you?
On a serious note, I have even started. I am doing what I love most which is law practice. That is what I see myself doing for the foreseeable future. In addition, I intend at some point to teach law, to write books, to establish businesses and ultimately make myself available for public office.
- Any final words?
Just to thank you for having me. I also wish to tell my younger colleagues that this is their time. No one is willing to voluntarily relinquish power or depart the stage. Therefore, you have to be intentional about what you want, invest in yourself by continuing to self-develop and then assert yourself in a confident but not insulting manner. The world is there, waiting to be conquered.
Thank you for your time, Orji.