PUC is an internationally renowned as Nigeria’s leading maritime law firm, with particular expertise in ship finance, ship litigation, policy formulation as well as legislative drafting and advocacy.
We are counsel of choice to multinational businesses, national governments and African sub regional institutions and agencies. The expertise of our team and our deep understanding of the legal regimes and markets epitomised by the quality of our work, some of which we highlight below, continue to endear us to our satisfied clients and earn us their recommendations.
Our people are, in their own rights, recognised and celebrated for their expertise. Mfon Usoro, our Managing Partner and head of the Transport Law Practice Group, is an internationally acclaimed Nigerian transport law expert and is much sought after for appointment by the Nigerian government and regional governmental bodies and institutions to develop, midwife, and steer marine transport projects and policies. She was the pioneer Director General and Chief Executive Officer of Nigeria’s apex maritime regulatory agency, Nigerian Maritime Administration and Safety Agency (“NIMASA”). She is currently serving a second tenure as the Secretary General of the Memorandum of Understanding on Ports State Control for West and Central African Region, a sub-regional inter-governmental agency operating under a cooperation agreement with the International Maritime Organisation.
US$80m Vessel Acquisition Finance
Acting on behalf of the lender, First Bank, we negotiated and drafted all the Finance and Mortgage documents, and handled the offshore registration of the Deed of Mortgage for the acquisition of 4 vessels valued at US$80m by Sea Transport Nigeria Limited. The transaction, tripartite in nature, involved creating new mortgages, refinancing existing mortgages, and negotiating on behalf of the lenders, in ensuring that parties, comprising interest from different continents are satisfied, and approved of the contents and form of all the relevant Finance and Mortgage documents, and that they are adequately registered to give maximum comfort to the lender and the borrower.
Vigeo US$40m Tanker Vessel Acquisition
PUC advised Vigeo Holding Limited, and Vigeo Shipping Limited (“Vigeo”), indigenous sister shipping companies, in the negotiation of a tanker vessel acquisition transaction valued at about US$40m. As Nigerian counsel to Vigeo who was the buyer, we had responsibility for guiding the company through the documentation process, and indeed the entire transaction. We reviewed and advised on the Time Charter Party Agreement, Escrow Agreement, and other relevant documentation, and hand-held Vigeo through compliance with applicable Nigerian law and regulations.
Petrostuff US$13Million Vessel Acquisition
PUC acted as transaction counsel to Petrostuff Nigeria Limited on its vessel acquisition transaction valued at US$13 million. We reviewed the entire transaction documents in the transaction. We were also involved in confirming the authenticity of all the documents presented, liaising with a foreign correspondent law firm and other maritime and regulatory agencies on ascertaining the debt status of the seller in Singapore where the company is based, and in St. Vincent and the Grenadines where the ship is registered and had previously operated prior to the execution and the subsequent acquisition of the vessel. We also conducted a search on the vessel in St. Vincent and the Grenadines, prior to sale.
US$15Million Loan Agreement for Vessel Acquisition by Vigeo
We also advised Vigeo Shipping Limited on its acquisition of a tanker vessel from P/R International Offshore Services ANS. Vigeo approached a commercial bank in Nigeria: Oceanic Bank International PLC, now Ecobank for the necessary funds to finance the acquisition valued at US$15m. We reviewed and advised on the entire transaction documentation, including but not limited to the Deed of Statutory Mortgage, Loan Agreement, and Performance Bond. PUC also guided Vigeo through the relevant statutory compliances required under Nigerian law for the transaction.
Structured Tax Arrangement for Nigeria National Petroleum Corporation for the Acquisition of Six Vessels
In 2012, NNPC a government agency saddled with the responsibility of oil production and distribution, was desirous of ascertaining its exposure and the impact of a Time Charterparty between the Nigeria Liquefied Natural Gas Company, and Bonny Gas Transport Limited, who were undertaking a capital intensive venture which involved acquiring several vessels for its operation, in addition to other vessels which it already owned. One of the major concerns of the governmental agency was deciding the best form of lease options available for that kind of acquisition, and the tax implications. It also had challenges withy designing a transaction structure that aligned with its limited statutory tax exemption status. In addressing NNPC’s concerns, we conducted a holistic review of the corporation’s enabling legislation, and the draft agreement guiding the new acquisition, and advised on the best transaction structure, amendments to the draft agreements to fit into the structure, factoring the tax status of corporation into both the structure for the new transaction and indeed, its existing vessel operations.
STX Pan Ocean Co. Ltd. & Anor v. Allied Maritime Inc. & Ors
As Counsel to STX Pan Ocean Ltd., we successfully arrested the bunkers laden on two different vessels - M.V Marcelo Tres and M.V. Colosso Tres, which were on charter, and operated by Allied Maritime Incorporation, a company registered in Monrovia and carrying on the business of Shipping rice from the Far and Middle East into ports in West Africa, for the satisfaction of unpaid hire of bunkers on redelivery under various Time charters by Allied Maritime. This forced the Defendant to explore out-of-court settlement.
Drafting of NIMASA Act
PUC was responsible for the evolution of the Nigerian Maritime Administration and Safety Authority (NIMASA) from an idea to a full-fledged statutory agency. PUC worked with the Nigerian Ministry of Transport and Nigeria’s National Assembly (“NASS”) right from the conceptualisation of the agency to the legislative drafting and advocacy activities leading to the enactment of the Nigerian Maritime Administration and Safety Agency Act.
Drafting of the Coastal and Inland Shipping (Cabotage) Act 2003
We drafted the Coastal and Inland Shipping (Cabotage) Act, 2003 (“Cabotage Act”), and monitored the process that led to the enactment of the law. The Cabotage Act is a legislation intended to empower the Nigerian shipping industry and reverse the competitive disadvantage faced by the local shipping businesses in relation to their better established foreign competitors. The Cabotage Act has served as Nigeria’s landmark legislation that promotes the development of maritime manpower skills by reserving the bulk of the country’s coastal trading for indigenous ship-owners and crew.
Drafting of Cabotage Regulations
We also drafted, on behalf of Nigeria’s Federal Ministry of Transport, the Coastal and Inland Shipping Cabotage (Bareboat Registration) Regulations 2005, and the Coastal and Inland Shipping Cabotage (Ship Detention Order) Regulations 2005. These legislations served as the handmaiden of the Cabotage Act 2003. Further to this, PUC serving as a member of the Presidential Committee for the Implementation of Cabotage in Nigeria, chaired the drafting sub-committee that produced the Guidelines on the implementation of the Cabotage Act.
Drafting of Legislation for the Nigeria Shippers Council
Acting on the instruction of the Nigeria Shippers Council, PUC produced the Regulation of Freight Forwarding in Nigeria Bill. PUC worked closely with the Council, Freight Forwarders, the National Assembly and other concerned stakeholders up to the enactment of the Council for the Regulation of Freight Forwarding in Nigeria Act, 2007. PUC, acting on behalf of the newly established Council drafted four subsidiary legislations.
Acting as Sole Legal Consultant for the Maritime Organization for the West and Central Africa Region (“MOWCA”)
PUC has acted as the sole legal consultant to MOWCA from the 1990s till date. In that capacity, we drafted and negotiated the adoption by member state of the Memorandum of Understanding on the Establishment of a Regional Integrated Coastguard Network in West and Central Africa. Prior to this, PUC drafted the Framework for the Sub-regional Cabotage Policy and the Memorandum of Understanding on Sub-regional Cabotage. This was adopted by the Meeting of Experts and the Bureau of Ministers of MOWCA in Abidjan.