The Federal High Court, Lagos Division, has ruled that minority shareholders of Oando Plc cannot be compelled to sell their shares against their will. The verdict was delivered by Justice Chukwujekwu Joseph Aneke in the case involving Venus Construction Co. Ltd and 13 others against Ocean & Oil Development Partner Ltd and another party.
This ruling comes after approximately five aggrieved shareholders of Oando Plc sought to join the suit and contest the court’s previous order from June 7, 2022. This order mandated Ocean & Oil to buy out all Oando minority shareholders’ shares at a purchase price of N7.07 per share.
Justice Aneke agreed with the applicants, stating that the petitioners did not represent or have the consent of all Oando shareholders to file the petition. Consequently, the court varied its previous order, limiting its directive to only the shares of the petitioners who had agreed to sell their shares to Ocean & Oil at N7.07 per share.
“The court cannot force Oando minority shareholders to sell their shares if they do not want to sell,” Justice Aneke stated. This decision means that the shares of the minority shareholders will no longer be acquired compulsorily as initially planned by Ocean & Oil.
This ruling underscores the importance of shareholder consent in corporate transactions and sets a significant precedent in the protection of minority shareholder rights within Nigeria’s corporate landscape. It highlights the judiciary’s role in upholding the principles of fairness and equity in commercial dealings.
Oando Plc, a major player in Nigeria’s oil and gas sector, has faced various legal and regulatory challenges over the years. This recent ruling adds another layer to the complex relationship between the company and its shareholders. It also emphasizes the necessity for corporate entities to secure explicit consent from shareholders in significant financial decisions.
The decision is expected to have broader implications for the Nigerian stock market and corporate governance practices, reinforcing the need for transparency and shareholder engagement. Minority shareholders, who often feel sidelined in corporate decisions, may view this ruling as a victory and a step towards greater protection of their interests.
As the legal proceedings continue, it remains to be seen how Ocean & Oil will respond to this setback and what measures will be taken to address the concerns of both the majority and minority shareholders of Oando Plc. The ruling is a reminder to all corporations of the critical importance of respecting shareholder rights and maintaining clear, consensual communication in all corporate transactions.
