Lagos court dismisses shareholder’s suit over FBN Holdings’ conduct of annual general meetings

The Federal High Court of Nigeria, Lagos Judicial Division has dissolved a legal action filed by a minority shareholder of financial services group FBN Holdings over the company’s annual general meeting convention.

The petition by Tohir Folorunsho Ismaila on 9 August centred on whether the 12th annual general meeting (AGM) of FBN Holdings “was properly convened on the order of Board of Directors in the face of allegation that they were not lawfully appointed as directors,” according to a court ruling obtained by PREMIUM TIMES.

Among other issues raised by the petitioner were claims that the organisation failed to publish a notice of the AGM in a minimum of two national newspapers at least three weeks ahead and that he was not notified of the meeting.

Mr Ismaila insisted that the amount of the fees payable to the directors from the company’s coffers would affect the dividend payable to him from the profit made by the corporation in the course of doing business.

In its preliminary objection on 22 August, FBN Holdings contended that the petitioner’s claims had been overtaken by time and, consequently, were no longer a live issue. It sought a dismissal of the litigation.

“The Petitioner/Respondent had approached this Court to prevent the holding of the 12th Annual General Meeting earlier fixed for 22nd of August, 2024, and my brother Judge Honourable Justice Akintayo Aluko granted interim orders on the 13th of August, 2024 restraining the Respondent/Applicant from holding the 12th Annual General Meeting on 22nd of August, 2024,” Justice D.I. Dipeolu said in his ruling last Thursday.

On 13 August, FBN Holdings announced the postponement of the shareholders’ meeting to 3 September, later cancelling the meeting indefinitely on 26 August, according to regulatory filings at the Nigerian Exchange Limited (NGX).

“The said 12th Annual General Meeting has been cancelled; therefore, the reliefs sought by the Petitioner have become otiose. No wrong has manifested that requires remedy,” the judge stated.

Included in the exhibits presented to the court by FBN Holdings, Justice Dipeolu established, were copies of the publication of notice of the AGM in The Punch and Leadership newspapers as well as on the website of the NGX.

Central to the overall suit was the subject of whether the court could exercise jurisdiction to hear the matter, considering that FBN Holdings had argued in its objection that the case was outside the jurisdiction of the Lagos court.

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The respondent lawyer noted that the reliefs the petitioner wanted from the court could no longer be of any value if the court granted them because the issue was already extinct, having been overtaken by events.

“The Petition has become academic and should not be entertained by this Court, because it is out of the Court’s jurisdiction,” Mr Dipeolu said.

“I, therefore, refuse the reliefs sought by the Petitioner urging this Court to strike out the processes filed by the Respondent in this suit. I still reiterate my earlier decision that this Court lacks jurisdiction to entertain this suit as it is presently constituted,” the judge stated in his decision.