Boardroom crisis: Obasanjo’s ex-aide, aggrieved directors move to settle out-of-court

Prof. Anthony Adegbulugbe, the former Special Adviser on Energy in the Olusegun Obasanjo administration, and two aggrieved directors of Green Energy International Limited have agreed to settle the oil company’s ownership crisis out of court.

This development was made known on Tuesday when the matter came up before Justice Bolaji Olajuwon of Federal High Court, Abuja.

The News Agency of Nigeria (NAN) reports that Dr Bunu Alibe and Mr Ayo Olojede had in a motion on notice marked FHC/ABJ/PET/20/2020 filed by their counsel, Alade Agbabiaka, SAN, listed the company and Adegbulugbe as first and second respondents respectively.

The duo are by the suit they commenced via a petition accused Adegbulugbe of a series of corporate misdemeanors including unilateral usurpation of executive responsibilities, contrary to the provisions of the Companies and Allied Matters Act (CAMA), 2020 and the company’s Articles.

They claimed that they were unlawfully removed by the chairman(Adegbulugbe) of a company they jointly nurtured to fruition.

The applicants averred that such decision was contrary to the provisions of CAMA, 2020 and the organisation’s Article of Association.

NAN reports that Adegbulugbe also filed a separate suit against the two directors.

Although the matter was formerly before Justice Ijeoma Ojukwu, the case was, however, reassigned to Justice Olajuwon, following the tranfer of Ojukwu to Calabar division of the court recently.

When the matter was called, Agbabiaka said the parties had agreed to settle the dispute out of court although they were yet to come up with terms of settlement.

The senior lawyer also said that there were threshold of applications to consolidate on the matters.

The counsel to the respondents, Benbella Anachebe, SAN, however, said that though he was aware that settlement was ongoing among the parties, his client had yet to brief him on details of the development.

He urged the court to give a long adjournment date so as to be involved in evolving the terms of settlement.

The judge, therefore, advised parties in the suit to work toward settlement of the case before the issue of consolidation of the applications is considered.

Olajuwon adjourned the matter till Feb. 2, 2022 for report on the out-of-court settlement or for contnuation of the matter.
Recalled that Adegbulugbe and the two directors  of the firm had on Feb. 10  dragged themselves before the court over the ownership of the oil company.
Adegbulugbe, in a suit with number: FHC/ABJ/CS/390/2020, is praying the court for a declaration that the two directors, Alibe and Olojede, cannot impose their will on the grounds that they are minority shareholders with only 22.6 percent holding in the company.
He also wants the court to restrain the two directors from doing anything inimical to the interest of the firm but use internal mechanisms in resolving any dispute.
But in their counter affidavits, the two directors claimed that Adegbulugbe usurped the function of the Managing Director of the firm and had been taking unilateral decisions that were against the objectives of the company.
The two defendants averred that the former Obasanjo aide had engaged in alleged infractions by involving multinational companies in the operations of the company without their input.
Amongst others, they contended that Adegbulugbe brought third parties under the guise of increasing production of the Otakikpo Marginal Oil Field from 5,600 bpd to 30,000 bpd.
Contrary to the claim of the chairman that the two directors have only 22.6 percent shares in the company, the defendants asserted that they are owners of 25 percent shares.

The first defendant, in particular, stated that as Director, Technical of the company, he should have been in charge of all technical matters.
He said that the second defendant  and himself were directly instrumental to the award of an oil mining licence by  the Federal Government of Nigeria to the plaintiff  to operate the Otakikpo Marginal Oil Field (OML 11).
” That the 2nd Defendant  and myself undertook the task of applying for and securing said licence because Prof. Anthony Adegbulugbe  was unable to do so firstly because he did not have the relevant contacts needed to secure the marginal oil field license  and secondly because as a public official then serving in government as Energy Advisor to the administration of Chief Olusegun Obasanjo, then President of the Federal Republic of Nigeria, he was precluded from doing so for reasons of conflict of interest.
“That after joining us on the plaintiff’s board as a co-director, Prof. Anthony Adegbulugbe unilaterally usurped the position of Chairman, Board of Directors, without the Board electing him to that position, contrary to the provisions of Section 289(4) of the Companies and Allied Matters Act 2020,” they averred.
The defendants stated that Adegbulugbe’s usurpation of the position of the Chairman of the Board and combining same with the position of the Chief Executive Officer of the Plaintiff was  contrary to the provisions of Part A, Section 2(2.7) of the Nigerian Code of Corporate Governance 2018.
This, they said, provides that “the positions of the Chairman of the Board and the Managing Director/Chief Executive Officer (MD/CEO) of the company should be separate such that no person can combine the two positions.”

They therefore prayed the court to protect them as Executive Directors and as bonafide minority shareholders of the company.