Jerome Okoro[1] and P.C. Obutte[2]
Abstract
This paper examines the feasibility of corporate restructuring as a turn-around mechanism for the marginal field companies in Nigeria. It examines the nature, procedure, and statutory requirements of corporate restructuring schemes in the context of marginal field development. The study finds that corporate strength or weakness is a strong factor for the rate of success of a marginal field company in the development of its field. This explains why some of the companies have brought their marginal fields on-stream and recorded massive production of oil and gas therefrom, while others have made little or no headway with their own fields. Mergers and acquisitions, as corporate restructuring schemes, are readily available to the marginal field companies, but some statutory obstacles may stand in the way of the take-over or scheme of arrangement options of corporate restructuring for the companies. The paper also identifies the elements of corporate strength for the farmee companies through restructuring for rapid development of the fields.
Key words: corporate restructuring, marginal field, development, Mergers and acquisitions, take-over, scheme of arrangement.
- Introduction
The term, oil and gas marginal field, is defined based on different criteria, which include: economic consideration, technological requirement, oil and gas reserves and length of time over which the field was left undeveloped. However, the uniting factor in all perspectives of the definition by various scholars is the economic implication of marginal field development. Thus Omorogbe pointed out[3] that economic reasons, more than any other, are the most important in classifying a field as marginal. Based on economic reasons as she noted, Omorogbe defined a marginal field as one that is comparatively more expensive to produce from under the prevailing economic environment. Chijioke Nwaozuzu[4] also expressed his conviction that the term “marginality of a field” is subjective, but that whether a field is untapped, abandoned or with partially depleted reserves, the most important factor is always the degree of profitable production. From the economic stand-point, Nwaozuzu viewed a marginal field as “one that can be developed with marginal profits regardless of the actual size of the oil field.” Egbogah equally considered a marginal field as, “any oil discovery whose production would for whatever reasons, fail to match the desired or established rates-of-return of the leaseholder.”[5][6]
Relevant laws and policies in Nigeria have proffered some meanings to a marginal field. For example, The Petroleum Act[7] defines a marginal field to mean “such field as the President may, from time to time, identify as a marginal field.”[8] The Guidelines for Farm Out and Operations of Marginal Fields, 2013[9] expounded the meaning of marginal fields beyond what the Act provides, as follows: “marginal field is any field that has (oil and gas) reserves booked and reported annually to the Department of Petroleum Resources and has remained un-produced for a period of over 10 years.” The Guidelines further states a number of features of a marginal field which also clarified the uncertainties on the meaning and status of a marginal field created by multiplicity of definitions.
The Nigerian Petroleum Act, by its amendment of 1996, recognized the existence of the marginal fields in Nigeria, and created a legal regime for the acquisition and development of the fields. In the marginal field development programme, Government retrieves the fields from the major oil companies, mostly the International Oil Companies (IOCs) whose oil concession areas encase the fields, and who are perceived to have neglected or abandoned the fields, and then hands over the fields to smaller companies who wish to invest in them. By means of policy, a system of indigenization is pursued in the marginal field programme whereby the fields are granted primarily to Nigerian companies with limited rooms for participation by foreign investors.
Data from the Department of Petroleum Resources (DPR) reveals that there are currently 30 awarded marginal fields on the whole. Out of these 30, it is only in 12 field that petroleum production has commenced. The remaining 18 have not witnessed any production of oil or gas.[10] The report of an assessment study conducted on the progress of the companies with the producing marginal fields[11] links the secret of success of those marginal field operators inter alia to collaboration through the use of common crude oil export facilities. The case of FUN Group (Frontier, Universal Energy Resources Limited and Network Exploration and Production Nigeria Limited) represents a perfect example of such collaboration, and it brought benefit to all the parties involved. This collaborative arrangements which made some of the companies better off than others can be a precursor to corporate restructuring schemes like mergers and acquisition between some pairs of the companies that can mutually benefit each other to set their fields on the petroleum production course.
But the majority of the marginal field companies have not fared so well with their fields which remain unattended, and generally, marginal field operations in Nigeria is at low ebb. More than a decade since the marginal field program came into being, the contribution of marginal field operators to Nigeria’s crude oil production is placed, by estimate, at 2.1 per cent of the country’s total crude production, with the fields yielding about 60,000 barrels of oil per day and 100 million standard cubic feet of gas per day.[12] This slow pace of the marginal fields, among other reasons led to government’s proposal to undertake a second round offer of 31 marginal fields in 2013. DPR released a set of guidelines that provide details on the process, stages and application requirements for companies interested in taking part in the 2013 Marginal Fields Licensing Round. 31 marginal fields were on offer in the 2013 Marginal Fields Licensing Round. The actual bid-round is however suspended indefinitely.
With the poor progress rate recorded so far in the marginal field development programme, the corporate structures and capacities of the marginal field companies call for review. Corporate restructuring, though often recognized as holding good potentials for the Nigerian marginal fields, have only been mentioned in the passing. Some observations on the problems of marginal field development in Nigeria have identified factors external to the companies, such as, political issues;[13] environmental issues like communities agitations and security;[14] and lack of government assistance.[15] Pertinent internal affairs of the marginal field companies such as their structure, assets, management and experience in petroleum exploration and production are hardly discussed as key determinants of their performance with the fields. Stig Svalheim of the Norwegian Petroleum Directorate is among the few who have detected the role of corporate strength and structure in marginal field development.[16] In naming the common challenges confronting marginal field development and production in Norway, he noted that the marginal status of a field is also often related to the size of an individual company portfolio which, due to the internal competition for budget funds leaves profitable opportunities on the shelf.[17] Shift of attention from the external factors to the internal factor would create a new awareness on corporate restructuring for marginal field companies. A call has also been made on marginal field companies to restructure their equity and ownership to attract offshore funds, in the face of stiff funding challenges and overweighing credit demands which have weakened the lending power of the Nigerian banks.[18] Considering this acknowledged need for synergy among the marginal field companies for greater corporate strength, corporate restructuring offers a means of better management, joinder of assets and reserve base, and meeting bankability requirements for easy access to funds by the companies.
2.0 Modes of Corporate Restructuring for the Nigerian Marginal Field Companies
Much ink has flowed on the challenges of the marginal field development in Nigeria, some who approached the matter from the perspective of community issues have narrowed it down to the marginal fields in Niger-Delta[19] which of course has the vast majority of the marginal fields.
Others have identified such factors as: funding constraints, poor technology, tax burden and the mode of allocation as being responsible for the slow pace of the marginal field programme.[20]
There has also been few calls on the marginal field companies to thoroughly examine themselves with a view to identifying and treating those internal problems, mainly structural and managerial, that must have greatly contributed to their poor progress with their fields.[21] Such self-appraisal
can focus on the corporate structure of the company which could be a strong factor on its
financial strength, credit-worthiness, and fitness for partnership. Due consideration of these
factors would almost always lead to corporate restructuring of a marginal field company.
Corporate restructuring has been defined as the changes in ownership, business mix, assets mix
and alliance with a view to maximize shareholders’ wealth and improve firm value.[22] The
schemes of corporate restructuring are: mergers and acquisition, takeover, arrangement and compromise.
The other forms of corporate restructuring in their obscurity share some similarities if not with
mergers, at least with acquisition. The corporate restructuring option to be adopted for marginal
field operators would depend on the legal and regulatory conditions, the cost and general convenience and the implications.
The restructuring may sometimes only require the company to carry out an internal
reorganization such as where its liabilities are in excess of its assets. In this case, the Company
may also consider a scheme of arrangement with another Company. However in either case,
there are a number of options open to a Company planning to restructure. The various
possibilities under the law are: mergers and acquisition, Take-over, Compromise and
Arrangement.
2.1 Mergers and Acquisition
A merger is an amalgamation of the undertakings or any part of the undertakings or interest of
two or more companies and one or more bodies corporate.[23] Section 119(1) of the Investment
and Securities Act, 2007 defines the term in near-similar words as follows: “… any amalgamation
of the undertakings or any part of the undertaking or interest of two or more companies or the
undertakings or part of the undertakings of one or more companies and one or more bodies
corporate”
Acquisition is a transaction or a series of transactions where an entity acquires control over assets, either directly or indirectly.[24] Acquisitions slightly differ from mergers in the sense that the companies that are parties to an acquisition may not necessarily combine their respective businesses and operations, depending on the transaction structure adopted, and they may remain interdependent separate legal entities but there may be a change in the control of the subject entity.[25] Merger on the other hand involves a complete mix of the merging entities.
It has been noted that the commonest form of corporate restructuring is ownership restructuring
which is basically effected through mergers and acquisitions.[26] It has also been observed that one
of the main elements of contemporary corporate restructuring is the boom in mergers and
acquisitions.[27] The frequency of mergers in the oil and gas sector just like other business sectors
when compared to the other forms of corporate restructuring has indeed limited the majority perception of corporate restructuring to mergers and acquisitions. Some instances of mergers in the oil and gas industry are: Exxon and Mobile, Bp and Amoco (and later BP Amoco with Arco)
Diamler-Benz and Chrysler and recently Chevron and Texaco etc. A typical example is the consummation of Elf Oil Nigeria Limited, Total Nigeria Plc and Nichemtese Industries Plc, in
2001 to form a single entity called ‘Total finale – Elf of Nigeria Plc’.
The story of the marginal field companies is not any different, as corporate restructuring is also
tied to mergers and acquisition. The merger between Platform Petroleum Limited, and Shebah
Petroleum Development Company Limited in 2009 which gave birth to Seplat Petroleum
Development Company comes to mind.[28]
Apparently, the popularity which mergers enjoy over other corporate restructuring schemes, is
the availability of mergers to all types of companies and the statutory relaxation of some of the
procedural requirements for low-threshold mergers. For instance, mergers are categorized into
small, intermediate and large mergers.[29] Section 120 of the Investments and Securities Act (ISA)
empowers Securities and Exchange Commission (SEC) to determine the threshold for each of
these categories from time to time. The threshold for a small merger is a merger, whose value is
below N1 billion or any amount or value that SEC may prescribe from time to time. For an
intermediate merger, the threshold between N1 billion and N5 billion or any amount or value
SEC may prescribe from time to time, whilst the threshold for a large merger is from 5 billion
or any amount or value that SEC may prescribe from time to time.
Considering the requirement of SEC notification for some mergers, parties to a small
merger need not notify SEC of the merger unless required by SEC to do so.[30] On the other hand,
parties to an intermediate or large merger are mandated by law to notify SEC of, and obtain its formal approval to, such merger.[31]
In the case of the marginal field companies, the financial value of a merger especially among the
financially challenged marginal fields would surely be of low threshold, but determining the
exact threshold for the purpose of applicability of the SEC requirement would demand specific case-based enquiries. Considering the huge financial requirement of marginal field development
however, a merger falling below the intermediate category may not yield the financial
enablement that would launch the field into production. It can at best position the entity resulting
from the merger to access credit facilities.
Whatever category the merger of marginal field companies falls into, the prior consent of the
Minister of Petroleum Resources is compul ory for the merger. This is in line with the provision
of Paragraph 14, First Schedule of the Petroleum Act which is reinforced by the judicial decision
in. In Moni Pula Limited v. Brass Exploration Unlimited & 7 Other[32] and the Guidelines and
Procedures for Obtaining Minister’s Consent to the Assignment of Interest in Oil and Gas.
2.2 Takeover
The purpose of a takeover bid under the Investment and Securities Act is to acquire: shares of
any class in an offeree company which would exceed 30 percent (or any lower or higher
threshold as determined by the Commission from time to time) of the issued shares included in
that class in the company targeted for the takeover; or sufficient shares in the offeree company to
make that company the subsidiary offeror or the company taking over; or sufficient shares in the
offeree company to enable the offeror to control the exercise of not less than 30 per cent (or any
lower or higher threshold as determined by the Commission from time to time) of the voting
power at any general meeting of offeree company.[33] From these provisions, the essence of a
takeover is to obtain, through share acquisition, the management or control of the targeted
company without necessarily acquiring the company in toto. This marks the difference between a
takeover and an acquisition. The former does not entail outright
purchase of the entire entity.
A takeover takes off with a takeover bid under the ISA. The ISA states in details the requirements for a takeover which includes but is not limited to: authority to proceed with the
takeover bid, which must be sought and obtained from the Corporate Affairs Commission (CAC);[34] registration of the proposed takeover bid;[35] resolution of the board of directors of the
bidding company which consents to the bid;[36] If the takeover goes through, the acquiring
company becomes responsible for all of the target company’s operations, holdings and debt.
When the target is a publicly traded company, the acquiring company will make an offer for all
of the target’s outstanding shares. The procedure for takeover is provided in sections 131 to 151
of Nigeria’s Investment and Securities Act 2007.
An obstacle that may confront marginal field companies with takeover is that the motive of a
takeover which is to gain control or management would perhaps conflict with some conditions of
the award of the marginal field to the company being taken over. The Guidelines for Farmout of
Marginal Fields makes strict provisions on the criteria for the granting of the marginal fields to
the farmee companies, chief among them being that the company must be an indigenous
company which must be substantially Nigerian.[37] If control and management changes hands
through a takeover, the resulting entity may be of a nature different from what the DPR
scrutinized and approved prior to the award of the marginal field. Much as a strong case is made here for
the basing of marginal field licensing criteria on overall competence of the bidders rather than
closing the bidding door against some bidding companies based on their origin or ownership. It is
still not ideal that the DPR policy on marginal fields enabled by statutorily derived powers be
circumvented vide the instrumentality of takeover for a. This controversy which in fact extends
to other forms of corporate restructuring, must have been contemplated and sought to be resolved
in the Moni Pulo decision which mandates the obtaining of ministerial consent for any form of
assignment of right or interest in a petroleum concession, and furthermore in the Guidelines for
Obtaining of Ministerial Consent.
If indeed the above-stated decision and the Guidelines have resolved the above issue, a greater
obstacle, which is peculiar to takeover of marginal fields among the other corporate restructuring
schemes is the barrier to takeover of private companies. Section 133(4) of the ISA provides that: “a take-over bid shall not be made in any case where the shares to be acquired under a bid are
shares in a private company.” A takeover is essentially a share transaction and virtually all the
marginal field farmee companies are private companies. It would therefore take an amendment
of Section 133(4) of the ISA for take-over to avail marginal fields.
2.3 Arrangement and Compromise
The companies and Allied Matters Act from its Section 537 to 540 provides for compromise and
arrangement. The two terms, in the context of corporate restructuring are used interchangeably.
However, it was been judicially acknowledged in the case of Yinka Folawiyo & Sons Ltd. v. T.
A. Hammond Projects Ltd.[38] that the terms are not synonymous, and that an agreement which
enables the majority of the creditors to accept less than is due to them may be a compromise on
the part of the creditors as a whole, but where the shareholders, do not give up anything, no
compromise as such is involved, but only an arrangement results.
Section 537 of the Companies and Allied Matters Act (CAMA) defines an arrangement
as “any change in the rights or liabilities of members, debenture holders or creditors of a
company or any class of them or in the regulation of a company, other than a change effected
under any other provision of this Act or by the unanimous agreement of all parties affected
thereby.” CAMA empowers the members of a company to resolve by special resolution, in order to
achieve an arrangement that the company be wound up and that the liquidator be appointed to
sell the whole or part of the company’s undertaking or assets to another company. The
consideration for such sale may be cash, shares or debentures which the liquidator will distribute
proportionately to the members in accordance with their rights in liquidation.[39]
Any member of the company can, by writing addressed to the liquidator and left at the registered
office or head office of the company, within 30 days after the passing of the resolution, dissent
from the arrangement in respect of any of the shares held by him. In this circumstance, the liquidator shall either abstain from carrying the special resolution for the winding up into effect
or shall purchase such shares at a price to be determined in the manner provided by section
538(4). Any member who fails to signify his dissent as provided above shall be deemed to have
accepted the resolution.[40]
A compromise is essentially an arrangement by a Company with the creditors and/or the
shareholders or a class of them to accept less than what they are ordinarily entitled to as full
satisfaction of their obligation. It may require the company to negotiate with the creditors and
request that they relinquish their security or to permit the creation of a prior charge in favour of
other creditors. It is also possible under a compromise, for a company to persuade its creditors to
accept shares or part shares and part cash, in satisfaction of their debt.
Section 539(1) of CAMA provides that where a compromise or arrangement is proposed
between a company and its creditors or any class of them, the court may, on the application, in a
summary way, of the company or any of its creditors or members or, in the case of a company
being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the
members of the company, or class of members, as the case may be, to be summoned in such a
manner as the court directs.
Arrangement and compromise are share transactions which are generally allowed for oil and gas
companies including marginal field operators subject to ministerial consent by virtue of the Rule
in Moni Pulo v Brass. But the issue arising here is the circumstance of the share transaction in
the instances of arrangement and compromise, namely winding up. This is an extreme
circumstance wherein the consent of the Petroleum Minister as required in the Petroleum Act is
not guaranteed because of the far-reaching implications of the scheme on the corporate existence
of the company. It is noteworthy however that there is nothing in the law foreclosing further
assignment of a marginal field after the initial farm-out. Indeed all the relevant statutory and
policy provisions on this issue create the common impression of easy entry and exit on a farmed
out marginal field.[41] Neither is there any barrier to ownership or structure of a marginal field farmee after the farmout even if it would result in winding up of the original marginal field
farmee. The statutory guides to the Minister in his discretion to give or refuse the consent is the
Minister’s satisfaction that:[42] the proposed assignee is of good reputation, or is a member of a group of companies of good reputation, or is owned by a company or companies of good reputation; there is likely to be available to the proposed assignee (from his own resources or through other companies in the group of which he is a member, or otherwise) sufficient technical knowledge and experience and sufficient financial resources to enable him to effectually carry out a programme satisfactory to the Minister in respect of operations under the licence or lease which is to be a signed; and the proposed assignee is in all other respects acceptable to the Federal Government.
The presence of the above conditions constitute ground for exercise of the Ministers discretion
in favour of or against the assignment. Their presence does not mandate the Minister to grant the
consent, but they are mandatory before the consent would be granted. It can be seen clearly from the prerequisites that the law focuses more on the assignee of
the rights or interest (which in the case of corporate restructuring would mean the entity resulting
frgm the restructuring) than on the assignor. Thus it would not matter to the Minister what
becomes of the corporate structure or existence of the farmee company after the assignment.
That is why it is strongly opined here that the law leaves an open door to corporate restructuring
of marginal field companies just like every other company, subject to the provision on Ministerial consent for all oil and gas companies.
Conclusion and Recommendations
The emphasis on corporate restructuring is a proposal for the marginal field companies to consider necessary changes in their corporate structure for better financial and technical strength required to develop their fields instead of an endless wait for government lifelines. The proposition applies to prospective bidders in future marginal field licensing rounds who through corporate restructuring can attain better corporate status and qualification for the award of the fields. The transparency of corporate restructuring as an option for the marginal field operators for their better management, profitability and creditworthiness cannot be over-emphasized. It may be argued that the corporate restructuring of a company would create a corporate entity different from what the DPR sanctioned for the field ab initio, however, corporate restructuring should aim at creating entities better and more viable than what the DPR sanctioned, and so should be encouraged. Moreover, in the clear absence of any law or policy foreclosing corporate restructuring for marginal field companies, it remains an ideal option for rapid development of the marginal fields. In a takeover where Section 133(4) of the ISA creates an obstacle for private companies, a marginal field private company can go public to fall within the ambit of the law.
The legislative provisions on corporate restructuring under the ISA and CAMA did not contemplate any specialized sector, and is thus considered to be of general application, though the governing laws of some sectors contemplated changes in the corporate structures of the companies that would operate in those sectors. This fluidity of requirements resulted in dual or multiple legal regime for companies like marginal field companies seeking corporate restructuring, and consequently, multiple sets of requirements. Hence, the prerequisites of SEC, CAC, FIRS and Ministerial approvals combine to aggravate the rigours of the procedures.
It is therefore recommended that regulatory bodies should improve the pace in processing applications for approvals and ensure that the option of corporate restructuring is not frustrated by undue procedural burdens. The law provides a remedy when a regulatory authority delays in granting a granting a necessary approval, or refuses a merited approval. Every executive action, decision or inaction, including approvals, is subject to judicial review. The courts reaffirmed this position in Amadi v. Acho[43] and A-G Federation v. Abule[44] among a plethora of other cases. Accordingly, aggrieved parties usually
approach the court for an order of Mandamus compelling a public authority to do what the law. Often, seeking judicial review through litigation may be protracted and laborious. In a preemptive mitigation of judicial obstacles, the Federal Government of Nigeria released an Executive Order on the Promotion of Transparency and Efficiency in the Business Environment.[45]. The Order, in its Article 1, mandates every Ministry, Department and Agency (MDA) of the FGN to publish a
complete list of all requirements or conditions for obtaining products and services within the
MDA’s scope of responsibility, including permits, licenses, waivers, tax related processes, filings
and approvals. The list shall include timelines required for the processing of applications for the
products and services; and where the relevant agency or official fails to communicate approval or
rejection of an application within the time stipulated in the published list, all applications for
business registrations, certification, waivers, licenses or permits not concluded within the
stipulated timeline shall be deemed approved and granted. This Executive Order avails corporate
entities, including marginal field companies, seeking to restructure, and should be well-exploited
by them.
It is also recommended that compliance with the requirements of the afore-mentioned regulatory
authorities should not follow a strict order. In other words, obtaining a particular consent or
approval must not be a condition for the granting of another. A strict order of compliance with
the various regulatory requirements may jeopardize ease of compliance. Thus in Registrar of
Companies v. Kehinde[46] the court viewed the two laws requiring compliance as distinct and
independent of each other, and held accordingly that the Registrar could not refuse an application
to’:: register a title on the basis that the applicant had not complied with another law to wit the
Stamp Duties Act. However, it is advisable to first seek and obtain the consent of the Petroleum
Minister prior to any other step in any of the corporate restructuring schemes to avoid the risk of
his refusal on other grounds after the pains and monetary costs of compliance with other
regulatory rules. After the Minister’s approval, all the other approvals can be sought
simultaneously, and should be granted in any order.
[1] LL.B. (Nig.). B.L., LL.M (Lagos), MCIArb. (UK) Research Fellow, Center for Petroleum, Energy Economics and Law, University of Ibadan. Email: jerryooj@yahoo.com.
[2] LL. B (Ib), B.L, LL. M (Ife), Cert. Antitrust (Fordham), Sp. LL. M, LL. D (Oslo), Senior Lecturer, Department of Jurisprudence and International Law, Faculty of Law, University of Ibadan. Email: pc.obutte@ui.edu.ng, pcobutte@gmail.com / Deputy Director, Center for Petroleum, Energy Economics and Law (CPEEL), University of Ibadan.
[3] Omorogbe. Y. 1999. Fundamental Issues Relating to the Development of Marginal Fields in Nigeria. Modern
Practice Journal of Finance & Investment Law, 3.4: 737-757.
[4] Nwaozuzu. C. 2013. Marginal Fields: Status, Constraints, Prospects.Vanguard. Dec. 10:13.
[5] Op. cit.
[7] Cap P10, Laws of the Federation of Nigeria, 2004.
[8] Op. cit. First Schedule, Para. 17(4).
[9] Guidelines for Farm Out and Operations of Marginal Fields – 2013. Paragraph 5.0.
[10] Source: Department of Petroleum Resources. https:dpr.gov.ng index list-of-marginal-fields, accessed on 6th March, 2017.
[11] Kanshio, S. 2016. How are Nigerian Marginal Field Operators doing? https://www.linkedin.com/pulse/how-nigerian-marginal-field operator, accessed on 6th March, 2017.
[12] Adugbo, D. 2015 Nigeria: One Year After, Marginal Field Bid Round Fails to Take Off. Daily Trust, March 10, 2015.
[13] Egbogah, E.O. 2011.Onshore/Marginal Field Developments: Challenges, Opportunities and Prospects for the Future. Presented at the Annual Oloiribi Lecture and Energy Forum, Lagos, Nigeria. June 30.
[14] Olorunsola, O. 2015. Marginal Fields Development in Nigeria: A Review of Policy, Regulation, Activities and Future Outlookhttp://www.nigeriaoilandgasintelligence.com/marginal-fields-development-in-nigeria/ Retrieved on 17th March, 2016.
[15] Mama, C. 2014. Nigeria’s marginal oil fields – Open fields, closed gates. Dec. 22.
[16] Svalheim. S. 2004. Marginal Field Development – a Norwegian Perspective. Presentation at the 3 PPM Seminar,
Chiang Mai, Thailand Sept. 22. http://www.ccop.or.th/projects/PPM/Seminars files 3rdSeminar ChiangMai/Presentationl 10 Marginal%20Field%2 o -NPD.pdf, accessed on 16th February, 2016.
[17] Op. cit.
[18] Anthony, N. Marginal oil field operators asked to restructure to attract offshore financing. Business. July 22, 2014.
http://www.businessdavonline.com/marginal-oi1- fieId -operators-asked-to-restructure-to-attract -0ffshore- financing,
accessed on 19th June, 2017.
13 Wood, D. Niger Delta: Marginal field initiative raises political tensions Petroleum Review, March 2004.
hnps://www.researchgate.net/publication/274567515 Niger-Delta Marginal field initiative raises political tension, accessed on 22nd June, 2017.
[20] Egbogah summed the factors as: financial, technical and political. See Egbogah, E.O. 2011. Onshore/Marginal Field Developments: Challenges, Opportunities and Prospects for the Future. Presented at the Annual Oloiribi Lecture and Energy Forum, Lagos, Nigeria. June 30.
[21] Duru, J. 2015. Marginal Field Operations – the real problem, and where the solution. https://www.linkedin.com/puIse/marginal- fieId-operations-real-problem-where-solution-duru. Retrieved on June 22.
2017.
[22] Sulaiman, L.A. 2012. Does Restructuring Improve Performance? An Industry Analysis of Nigerian Oil & Gas
Sector. Research Journal of Finance and Accounting. Vol. 3, No 6.
[23] Rule 227(1), SEC Rules
[24] Tom Speechley, ‘Acquisition Finance’ (2nd edition, Tottel Publishing Ltd), 2008. Referred to in Dimgba. N.
2015. Law and Practice of Mergers and Acquisition in Nigeria. http://ssrn.com/abstract=2652362
[25] Dimgba. Op. Cit.
[26] Op. cit.
[27] Pazarskis, M., Vogiatzogloy, M., Christodoulou, P. & Drogalas, G. (2006). Exploring the Improvement of
Corporate Performance after Mergers – the Case of Greece, International Research Journal of Finance and
Economics, Issue 6, 184 – 192; cited in Sulaiman (supra).
[28] Kanshio, S. 2016. How are Nigerian Marginal Field Operators doing? hnps://www.linkedin.com/pulse/how-
Nigerian-marginal-field-operator. Retrieved on 6th March, 2017.
[29] Section 120, I SA.
[30] Section 122 of the I SA
[31] Section 123(1) ISA 2007.
[32] (2012) 6 CLRN 153 – 235.
[33] Section 133 (I) (a)
[34] See Section 134 of the ISA
[35] Section 135
[36] Section 137. A default in this particular requirement i an offence by each director in default which attracts a fine
of not less than 100, 000 or to imprisonment for a term not exceeding twelve months or to both such fine and
imprisonment. See section 137(2).
[37] Paragraph 6.5 of the Guidelines.
[38] (1977) FRCR 143.
[39] Section 538(1) of CAMA.
[40] Section 538(3).
[41] Para. 14, First Schedule to the Petroleum Act.
[42] Para. 16, First Schedule to the Petroleum Act.
[43] (2005) 12 WLR (Pt. 939) 386 at 402.
[44] (2005) 11 NWLR (Pt. 936) 369 at 387
[45] See “Highlights of Executive Orders on Budget, Local Content and Ease of Doing Business in Nigeria,” http:/’www,pwcnigeria.tvpepad.com/…nigeria/…/highlights-of-executive-orders-on-budget-local, accessed on June
13,2017.
