Nigeria must fix governance to unlock international investment, expert says

By Tosin Clegg

Amid growing debate over how Nigeria can attract more sophisticated international capital, a legal and business consultant, Tinuade Alice Oyewole, has warned that weak corporate governance structures and poorly designed investment frameworks could undermine investor confidence if urgent reforms are not pursued.

Speaking during an interactive session with journalists in Lagos, Oyewole said Nigeria’s economic potential remains strong but emphasised that investors increasingly pay attention to governance systems, regulatory clarity and the legal architecture surrounding major financial transactions.
According to her, modern investment deals, particularly those involving private equity and cross border financing, now require a level of legal sophistication that goes beyond traditional compliance work.

“Investment decisions are not based on market size alone,” she said. “Investors examine how companies structure their governance, how risks are managed and whether regulatory processes are predictable enough to support long term capital.”
She noted that legal advisers have become central to the structuring of large financial transactions because investors want assurances that their capital is protected through sound corporate frameworks.

“In many transactions the capital is available,” she explained. “The challenge is ensuring that the legal structure of the deal aligns with regulatory requirements while still allowing the business to achieve its commercial objectives.”

Oyewole said that during her years advising multinational investors and corporate institutions, many deals required careful coordination between regulators, corporate boards and financial institutions before agreements could be concluded.
She recalled that in one of the most significant transactions she worked on, she advised United Bank for Africa Plc on a $121.8 million loan facility used to finance the acquisition of a 60 percent equity stake in Abuja Electricity Distribution Company Limited by KANN Utility Company Limited, a special purpose vehicle backed by Copperbelt Energy Corporation Plc and Xerxes Global Investments. She noted that the deal represented a major private sector investment in Nigeria’s power distribution sector.

She explained that the transaction required navigating a complex regulatory landscape, given the strategic importance of the sector and the number of stakeholders involved. The financing structure had to balance lender protections with the commercial objectives of the acquiring consortium, while remaining compliant with sector-specific regulations.
“In transactions of that nature, you are not simply documenting a financing arrangement,” she said. “You are designing a framework that aligns regulatory requirements, investor expectations and operational realities.”

Reflecting on the deal, she noted that large-scale infrastructure transactions underscore the increasingly strategic role of legal advisors in capital structuring and investment execution. She added that the experience continues to inform her broader advisory work in structuring complex transactions and managing regulatory risk.
She added that experiences such as these illustrate how legal frameworks shape the broader investment climate and determine how quickly capital can flow into strategic sectors of the economy.

Oyewole also pointed out that her work has involved attending meetings of corporate boards and governance committees across several industries, where strategic decisions relating to finance, risk management and regulatory compliance are regularly examined.

“When you sit in board meetings where issues such as capital allocation, governance policies and risk management are discussed, you gain a clearer understanding of the pressures companies face in balancing growth with regulatory responsibilities,” she said.

She noted that such exposure to boardroom deliberations and annual general meetings has helped deepen her understanding of how businesses approach investment decisions, regulatory obligations and long term corporate strategy.

Oyewole, who obtained a Master of Laws degree in Corporate, Business and Transactional Law from Columbia Law School, also studied law at University of Exeter in England before completing her professional training at the Nigerian Law School, where she graduated with First Class honours.

She maintained that strengthening governance standards, improving regulatory coordination and developing more robust legal frameworks will remain critical if Nigeria hopes to position itself as a competitive destination for large scale international investment.