CBN assembles SANs, appeals court ruling on Union Bank takeover

By Innocent Anaba

LAGOS — The Central Bank of Nigeria, CBN, has constituted a high-powered legal team of Senior Advocates of Nigeria, SANs, to challenge the judgment of the Federal High Court in Lagos which nullified its takeover of Union Bank of Nigeria Plc and ordered the reinstatement of the bank’s former board.

The apex bank, in a notice of appeal filed on March 26, 2026, is contesting the March 25 judgment delivered by Justice Chukwujekwu Aneke, which held that the CBN acted beyond its statutory powers in dissolving the bank’s board and management.

Leading the legal team is Yusuf Ali, SAN, alongside Kemi Pinheiro, SAN; Tunde Fagbohunlu, SAN; Uche Val Obi, SAN; and Chukwudi Enebeli, SAN.

The CBN, in its appeal, raised 11 grounds urging the appellate court to set aside the entire decision of the lower court.

It argued that its intervention in Union Bank was backed by provisions of the Central Bank of Nigeria Act and the Banks and Other Financial Institutions Act (BOFIA) 2020, citing the bank’s deteriorating financial condition at the time.

According to the apex bank, evidence before the trial court showed that Union Bank had a negative capital adequacy ratio, a capital shortfall exceeding N224 billion, and a high volume of non-performing loans, necessitating urgent regulatory action.

The CBN maintained that under Section 34 of BOFIA, it has the power to remove directors and officers of a distressed bank, while Section 51 protects actions taken in good faith in the course of its statutory duties.

It faulted the trial court’s interpretation of these provisions, describing the judgment as a miscarriage of justice.

The apex bank further contended that the court erred in declaring its actions unlawful, ultra vires and unconstitutional, as well as nullifying decisions taken by the management it appointed without establishing any legal basis for reinstating the former board.

Meanwhile, the CBN has filed a motion on notice seeking a stay of execution of the judgment pending the determination of the appeal.

In the application, it urged the court to restrain the reinstated directors and other respondents from taking control of the bank, interfering with its management, convening meetings, or altering its governance structure.

It also sought an order preventing actions, including media engagements, that could destabilise the bank, and asked that all parties maintain the status quo pending the outcome of the appeal.

The respondents in the matter include Titan Trust Bank Limited, Luxis International DMCC, Magna International DMCC, as well as former directors of Union Bank such as Bayo Adeleke and Yetunde Oni.
They had approached the Federal High Court as beneficiaries of Union Bank shares, challenging the CBN’s intervention in the bank.

In an affidavit supporting its application for stay, the CBN warned that enforcing the judgment could disrupt the bank’s operations, weaken public confidence, and pose systemic risks to the financial sector.
It stressed that the appeal raises critical questions on the scope of its regulatory powers and argued that failure to grant a stay could render the appeal nugatory.

The apex bank added that maintaining the status quo is essential to preserving stability in the banking system while the appellate court determines the issues, which it said have far-reaching implications for banking regulation in Nigeria.

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