African Alliance Asks Court to Declare Board Dissolution Unlawful, Unreasonable

Wale Igbintade

African Alliance Insurance Plc has asked the Federal High Court in Lagos to nullify the dissolution of its board by the National Insurance Commission (NAICOM).
The firm, in a suit numbered FHC/L/CS/ 2008/2024, is praying for a declaration that the purported board dissolution and removal of its Chief Executive Officer and executive directors on October 29, 2024 is unlawful, null and void.
Defendants are the interim management board appointed by NAICOM, namely Dr. Haruna Mustafa, Jacob Erhabor, Wasiu Amao, Oremeyi Longe, Anthony Achebe and Halimatu Khabee, as well as NAICOM Director of Legal, Enforcement & Market Development, Dr. Talmiz Usman and Minister of Finance.
The plaintiff is praying the court to determine whether NAICOM complied with the provisions of the National Insurance Corporation Act and the Insurance Act and the Prudential Guidelines for Insurers and Reinsurers in Nigeria 2015 in the purported board dissolution and removal of African Alliance CEO and executive directors and the appointment of the interim management board.
The plaintiff, through its counsel Tayo Oyetibo (SAN), also asked the court to determine whether NAICOM acted in bad faith and unreasonably in exercising its powers under the laws.
The plaintiff is praying the court to hold that the act of NAICOM in seeking the approval of the Minister of Finance to take over the management of African Alliance while its application for consent to sell its assets in Pension Alliance Limited (PAL) was pending with the commission is unreasonable, in bad faith and unlawful.
African Alliance urged the court to nullify the dissolution of its board and the appointment of an interim management board as contained in NAICOM’s letter dated October 29 2024 and signed by Talmiz Usman for being unlawful, null and void.
The plaintiff prayed for an injunction restraining the defendants, especially the first to sixth defendants, whether by themselves, their representatives, privies or agents from dealing with or selling/disposing of any assets of African Alliance.
In a supporting affidavit to the originating summons, African Alliance stated that NAICOM frustrated its efforts to raise funds and acted in bad faith in the dissolution of its management and board.
It stated that Pensions Alliance Limited (PAL) is a company that was incorporated in 2005 with two shareholders – African Alliance (49 per cent shareholding) and FSDH Holding (51 per cent).
The plaintiff said for reasons well known to NAICOM, PAL failed to hold its Annual General Meeting (AGM) that would have allowed it to consider and declare dividends to the shareholders, which would have formed part of the operational funds of African Alliance as the investment in PAL was made in the interest of the company and its shareholders.
African Alliance stated that it submitted a Business Turnaround Plan (BTP) to NAICOM outlining its short-term, medium-term, and long-term plan to address the issues raised by the commission.

The key component of the short-term plan was to secure bridge financing through the sale of the plaintiff’s 49 per cent asset in PAL, following which NAICOM directed it to inject N6billion into the company within 90 days from July 1, 2024.

According to company, NAICOM still went behind to publish a notice that it had put Africa Alliance under its Regulatory Order.

The company added: “The action of the commission was done in bad faith to frustrate the plaintiff’s efforts in raising funds for the bridge financing.

“As a result, there was a run on the company which greatly depleted the plaintiff’s operational funds and also rendered all the plaintiff’s efforts at getting investors futile, leaving the plaintiff with the only option of the sale of its assets to raise the N6billion bridge financing.

“This action of the commission had serious ripple effects on the finance of the plaintiff, resulting in loss of customers and investors, serious financial loss and plunging the plaintiff into serious financial and investment crisis.”

No date has been fixed for the hearing.