By Bolaji Ogungbemi
Firm Sacked Minority Shareholders Directors
An oil company, Green Energy International Limited, has prayed a Federal High Court, Abuja to dismiss a suit filed against it by two (2) sacked directors.
The prayers are contained in a motion on notice filed on March 19, 2021 by its counsel, Yusuf Ali (SAN), P.I.N Ikwueto (SAN) and Ben Anachebe (SAN).
The applicant’s lawyers are praying the court to dismiss the suit for incompetence and want of jurisdiction on the grounds that the complaints of the former directors are predicated on matters of internal management of the company and Code of Corporate Governance being inapplicable to the oil firm as a private company.
The two former directors had filed the suit, praying the court to cancel a $300million loan being processed by the firm to finance its expansion plan.
The two former directors, Ayodele Olojede and Dr. Bunu Alibe, who are minority shareholders, in their suit are claiming that they were not properly briefed on the agreements and thus the projects should be truncated.
Following absence of the judge, Justice Ijeoma Ojukwu, in court on March 23, the motions filed by both parties would now be heard on May 4 2021.
The firm, in its motion, argued that the acts complained of by the petitioners, mainly “project horizon” being primarily loan financing transactions, are matters on which the board of directors has power to take decision in the interest of all shareholders for the expansion of the company’s core business and the minority shareholders have no legal right to interfere with management’s action, thereby rendering their suit incompetent.
According to the firm, the loan financing arrangement being midwifed by international consortium of financiers, which the petitioners complained about, had earlier been approved by the management and board of directors, at meetings where the petitioners were present, participated and approved, hence their petition lacks merit and should be thrown out.
The court was told that by virtue of the Memorandum of Association of the firm, it is fully empowered to raise loan, borrow money in such manner as the company shall think fit, hence all actions taken by the board of directors were within its powers.
Also, the company sought the petition to be thrown out on the ground of lack of jurisdiction.
The court had earlier on March 2, 2021 dismissed the motion filed by the sacked directors through their counsel, A. Agbabiaka (SAN) seeking to discharge the exparte order of the court, which asked all parties to attend a meeting held on November 12, 2020 to “afford parties a happy medium” to resolve their differences, which the minority shareholders disobeyed, claiming it was a breach of their fundamental rights.
The court held that the application had become academic, the order having been implemented by the plaintiff.
In this article: