A decades-old corporate dispute involving Solel Boneh Nigeria Limited (SBN), a construction company linked to infrastructure development in the former Western Region, has brought minority-shareholder rights, corporate accountability and asset ownership into focus at the Federal High Court in Abuja.
The Estate of late High Chief Gabriel Akin-Deko, a former minister in the old Western Region and reported 30 per cent shareholder in SBN, is seeking a financial settlement over allegations that the company’s assets, contracts, equipment and goodwill were transferred to Reynolds Construction Company (Nigeria) Limited (RCC), diminishing the value of its investment.
Filed in May 2022 under Suit No. FHC/ABJ/PET/38/2022, the dispute involves RCC, companies associated with the wider Solel Boneh group, including Shikun & Binui and SBI International Holdings AG, as well as Israeli business figures Shari Arison and Naty Saidoff.
The allegations remain unproven and have not been established as findings of the court.
The Federal High Court has approved a referral to alternative dispute resolution (ADR), with an initial meeting involving the parties and a mediator expected to take place. The estate, represented by Sholias LP, is seeking a settlement through the purchase of its shares at fair value. Several respondents are represented by Akin Onigbinde, SAN, Chambers.
Distinct corporate histories
A central issue is the historical relationship between SBN and RCC, which the estate maintains followed separate corporate paths. The petitioners have also questioned the existence of two active corporate registrations bearing the name Reynolds Construction Company, seeking clarification of their respective roles in the alleged commingling of assets.
The answers could help establish the identity of the entities involved, the movement of assets and any obligations owed to SBN’s shareholders.
SBN’s origins date to 1956, when the Action Group government led by Chief Obafemi Awolowo and Israeli interests established Nigersol Construction Company through their respective representative organisations. The company participated in infrastructure and industrial development in the former Western Region.
Following the military takeover of 1966 and subsequent political restructuring, Nigersol eventually gave way to Solel Boneh Nigeria Limited, established in 1969 by Solel Boneh Overseas and Harbour Works, with operations based in Ibadan.
Akin-Deko, a British-trained building contractor who later entered politics, became the Nigerian partner. The petitioners say he subsequently acquired a reported 30 per cent shareholding, against the background of Nigeria’s indigenisation policies introduced in the 1970s.
RCC, meanwhile, had a separate commercial history associated with the Calabar–Ikom Road contract in the late 1960s, awarded to the American consortium Reynolds, Brezina and Brown. Its operations later maintained headquarters in Trans-Ekulu, Enugu, under a board that included Chief Samuel Fadahunsi.
The estate argues that these historical distinctions are important in determining whether assets belonging to SBN were subsequently transferred to, or placed under the control of, RCC.
Alleged asset transfers
The dispute centres on developments following Akin-Deko’s death in 1987. The petitioners allege that changes in the ownership and structure of the wider Solel Boneh group during the 1980s and 1990s coincided with the progressive use, ownership or control of SBN’s assets by RCC.
They contend that the changes diminished the value of the estate’s investment without adequate regard for shareholder interests or applicable Nigerian law.
The assets in question reportedly include contracts, equipment, business assets and goodwill, all of which can materially affect a construction company’s commercial value and earning capacity.
The transactions, their legal basis and the respondents’ positions remain matters for clarification through mediation or any subsequent judicial proceedings.
A potential route to resolution
Beyond the financial claims, the dispute raises questions about preserving corporate records, protecting minority shareholders and ensuring transparency when businesses undergo restructuring or changes in ownership.
For the estate, the immediate objective is a settlement reflecting the fair value of its shares. Mediation offers the parties an opportunity to examine their respective positions and negotiate an outcome without prolonged litigation.
Whether the matter ends in a negotiated agreement or returns to court, its resolution could clarify aspects of SBN’s corporate history and the relationship between the two construction businesses.
Ultimately, the outcome will depend on the evidence, the parties’ engagement and the terms of any agreement reached. For the Akin-Deko Estate, the mediation process offers a possible path towards resolving a dispute that has persisted for decades.
