For the last four years, Mr. George Etomi, leading commercial lawyer, has passionately and doggedly pursued the creation of specialist sections for the Nigerian Bar Association. This dream will be actualised this Thursday. Quite appropriately, the University of Ife-trained Etomi will be the pioneer chairperson of the Section on Business Law. Mr. Etomi who cut his teeth in legal practice under the trailblazing commercial lawyer Chief Chris Ogunbanjo was called to the Nigerian Bar in 1977 and holds a Masters Degree in Law from the London School of Economics and is an alumnus of the Lagos Business School. He spoke with Thisday’s Funke Aboyade.

Q: It’s been an interesting four years in trying to establish the Section on Business Law. Can you give an insight into the journey?

A: The idea about the section came primarily from the difficulties those who are not considered litigation lawyers have been experiencing, in terms of getting their common interests addressed. I remember there was an attempt to form what you may call the Association of Business Law Firms some years back. This was during the Priscilla Kuye period, when the NBA went comatose. I still clearly remember that at the time we tried to introduce the subject to the caretaker committee of the NBA and they wouldn’t have anything of that idea at all, because they felt it might challenge the authority of association and so, promptly, the idea was dropped. Thereafter, when the NBA then got its act together nothing was done about the section.

Now, the history of the NBA is such that because it was always after the interest of those who litigate, as the law started to expand into the realm of corporate and commercial law practice, the association did not adapt itself to deal with this emergency situation. So, suddenly we were faced with a situation where lawyers had begun to take special interest in the profession and were branching into corporate law practice and they didn’t have an association that was going to protect that interest.

Two key events happened that led to the struggle for the realisation of the section. One was the BPE (Bureau of Public Enterprises) and the issue of privatisation. We approached the BPE to express our displeasure about the wholesale farming out of the privatisation work to international law firms under the guise that it was a requirement by the World Bank – as it turned out that it wasn’t quite the case. And some of us more established lawyers were a little bit peaked by the idea of having lawyers write to their colleagues abroad, begging to partner with them in the whole privatisation exercise. Before you knew it, lawyers’ letters were flying all over law firms, pretty much the way you get these 419 letters! And even though the BPE D-G, Mallam (Nasiru) el Rufai at the time, did say it was an unintended consequence, the truth was that the damage had been done.

The challenge to us the time was that we needed to go back and have a coordinated effort to deal with the problem. We had to go back to the parent body, an in my opinion at the time, because the NBA was not structured to deal with this sort of thing, the time it took for us to sensitise them to what was going on and for them to react and eventually do something about it, so much ground had been lost.

The second challenge was when we were alerted to the fact that some other professional bodies beginning to engage in law practice, and in fact one of them at the time had even ventured to have their name listed under the column for legal practitioners in Nigeria, an accounting firm! Again we took up the struggle and in fairness to the NBA at the time, we enjoyed their support and under the chairmanship of Chief (FRA) Williams, SAN, ably assisted by Chief Richard Akinjide, SAN we basically fought the matter to standstill. This was the best we could do in the circumstances. But again, the reaction time was not as fast as it could be. We achieved a measure of success that may have discouraged that practice.

But it became clear to us, from that time on, that the NBA needed specialist grouping to take care of its over-riding interest, because these interests were beginning to expand way beyond whatever concept may have informed the formation of the association in the first place. What I then did was call on O.C.J. Okocha, SAN at the time to say, look I think we should set about the task of creating it. At the time, the struggle was for the Section on Business Law. Very kindly, he set up a committee, which I chaired to look into it. So we sat and worked for a few months to produce by-laws to accommodate and govern the activities of the section. The committee submitted its report to the NBA. Simultaneously, it also set up another committee to review the NBA constitution to allow for the creation of sections because that was important; otherwise we would not have had the legal basis to create the section. That committee, if I recall, also submitted its report and basically recommended that sections be created. That having being done, the NBA Constitution was amended to allow for the creation of the sections.

But as you can see from the story I’m telling you – because I said the reaction time was generally so slow – the OCJ’s tenure had practically come to an end by the time many things could be done. It was now left for Chief Wole Olanipekun SAN’s regime to take the process one step further. He set up another committee, this time headed by Mrs. Modupe Akintola and, using the work he had done as a basis, they basically said, look, instead of the Section on Business Law alone, why don’t we model it along the lines of the IBA. A good deal of them, members of the committee – herself, Funke Adekoya, SAN, Richard Ahonaruogbo – had a strong IBA background and we said alright, let’s talk about sections. At the time, two sections were then proposed – the Section on Business Law and the Section on Legal Practice. Again, we worked and produced by-laws. In the case of the Section on Business Law, quite a number of proposals we’d had in the original draft were amended to fall in tandem, especially in areas where it was felt that some of those laws were outside the ambit of the NBA Constitution itself. Basically, the report was submitted and NEC looked at it and approved the creation of two sections and it was now left for the executive to bring it to life.

Eventually, at the last NEC meeting in Ilorin, Chief Olanipekun formally informed the executive committee that he was now ready to go on with the sections and at that time proposed that I head the Section on Business Law, whilst Yusuf Ola Ali, SAN headed the Section on Legal Practice. Ade Adeniyi, Secretary for the Section on Business Law and Richard Ahonaruogbo would be the Secretary for the Section on Legal Practice. But again, this was the last NEC meeting and so the formal inauguration could not be done. And one of the first tasks that the Bayo Ojo regime planned to do was to get the sections up and running by formally inaugurating them.

Q: How would the setting up of the NBA sections enhance the NBA, enhance law practice, and enhance the legal profession generally?

A: The first thing to recognise is that the profession is expanding. The legal work is becoming a lot more intricate and highly specialised worldwide. There’s globalisation going on all around the place and, increasingly the index by which we work is benchmarked against international standards.

So, the first benefit that would come is that it would lead to specialisation. I could speak clearly for the Section on Business Law in this regard, because what we intend to do is to follow to a large extent, the model of the IBA and work through committees. At this point, fifteen committees have been approved in the by-laws and they range from communications to aviation to oil and gas, to everything you can think about. What we are hoping to do is to have our members come forward, and renowned and successful practitioners in each of these areas will be made to head each of these committees. They will be given marching orders to go and organise the committees the way the IBA does it. They hold their meetings, they hold their seminars, they hold their forums and basically begin to deal with the challenges facing each and every one of these areas on a daily basis, so that knowledge is dispensed and then is allowed to permeate down to the younger members of the profession. So, specialisation is going to be one of the key benefits.

Q: Essentially, what you are saying is that specialisation is the way to go?

A: It is the way to go; it’s the way of the future. There’s some kind of dynamism law has begun to assume worldwide. The days where you had one colossus bestriding the entire profession are gone! Even for people like us whom you can call the second generation commercial law practitioners after the Chris Ogunbanjos and others have set the pace, even for us who are broad specialists in commercial law areas, we too are becoming a thing of the past! And the younger generation, I see them having this narrow focus in various areas.

In our firm for example, we have loose departments and we have lawyers actually attached to each of these departments – aviation, communications, etc – and they’re encouraged to attend seminars – local and international, literature – write books, journals and different things. So yes, that’s the way to go, hopefully, through the NBA leading the way. I’m sure you know there are so many associations – Nigerian Maritime Law Association, Capital Market Lawyers Association. These really came about more because the NBA was sleeping.

Q: Are they going to be under your umbrella now?

A: We would have to work out an arrangement with them by which they can work closely with us or come completely under our umbrella. But they too came out because nobody was leading the way and essentially, lawyers who had the interest had to come together to protect them.

Q: What’s your agenda as Chairman of the Section on Business Law?

A: My agenda would be, one, to see that we create a very dynamic section. I’d like to identify successful practitioners in each of the committees that we plan to work through, to have them head.

Two, bring about a wider reach, because we need to get to the much younger lawyers. Three, we need to interact with our colleagues in the industry because these are our colleagues. Up to this point, in-house counsel be they with oil companies or banks or even government lawyers, the moment they veer into these areas, it’s as though they are no longer lawyers! That shouldn’t be the case. The whole idea is that we are going to bring them back under the umbrella of the section. In fact, they probably have more specialisation focus at this point, because once you are working in a particular industry you tend to focus and develop. So, the whole idea is that we plan to tap into the wonderful experience that these our colleagues would have had in those areas.

We are going to have seminars – our by-laws allow us to hold meetings pretty much the way the IBA does it, in locations we choose. These seminars will be of high international standards, we’ll get resource persons drawn from different fields from all over the world and we’ll just keep pushing. The early stages will be very challenging because this is the first in the history of the NBA, I know the challenges will be there but this is the agenda.

Q: Business law is very wide. Can you list the component parts of the Section on Business Law and will there be scope for enlargement?

A: We are going to work through committees, fifteen so far have been approved and they cover maritime, aviation and transportation, entertainment and sports law – you know recently, the sports lottery was established and it’s hoped that that would lead to the development of sports and therefore youth development in Nigeria. Competition law, arbitration and ADRs (Alternative Dispute Resolution), banking law, environmental law, business organisations and corporations, insurance law, intellectual property, international sales and related commercial transactions, taxation, employment and industrial relations law, capital market law, technology and e-commerce, construction law and communication laws, for now. These categories are by no means closed. As more and more lawyers show interest in any particular area there’s enough flexibility to create more committees as we come along.

Q: So lawyers can join more than one committee?

A: Yes, they can join more than one

Q: The Federal Government is doing quite a lot bring in foreign investments into the country. In view of the well-known relationship between business and law, as the current chair of the Section on Business Law, how do you hope to support the Federal Government and state governments in this regard?

A: One of the things we would do in this area is, one, we’ll support legislation in a lot of these areas. Once we’ve got these committees working anytime there’s a proposition for change in a particular area, the whole idea is to have the relevant committee take an in-depth look at it, work with the executive or legislative arm of government with a view to sensitising and developing legislation that can assist this entire process. And this will be relevant, because in the course of the advice we give ordinarily to clients anyway, you find that you work with your foreign colleagues who are themselves in committees or associations that work very closely with either the legislative or executive arm of government to bring about the legislation that aid and foster the growth of businesses. And with the international flavour that you are talking about, you want to do this with the mind to understanding that whatever you do must be conducive to the business atmosphere, and if the idea is to attract foreign investments then we should be able to work and achieve our target.

The by-product of this would be, it will also perhaps begin to usher in an era where the Bar an actually work with government on a positive note, as opposed to this union-type approach to fighting - you on this side, we on that side, and all that! And government itself can recognise the need to utilise the services of the association in bringing about positive change.

Q: Do you foresee any difficulty or sticky situation where, say the NBA at the national level has to oppose or criticise the Federal Government on some particular political issue and you on the other hand as the chair of the Section on Business Law, are trying to work hand-in-hand with the Federal Government, bearing the in mind that Nigerians generally do not take to criticisms?

A: No, I don’t. First of all let’s start from how the section will operate. When it comes to political issues and so on, we are not even allowed to make comments.

Q: You and I know that, but does the government know that?

A: We are not allowed to make comments, one. Two, our interest will be on the professional side of the business and I don’t see how, because on policy issues especially when they’re political, there’s disagreement with the bigger body you allow that to filter into a specialist business, that would be missing the point.

Q: That’s the ideal, but is it going to happen, let’s be realistic?

A: Change is what we all desire, and the truth is that if we don’t begin to look at issues the way they should be looked at, i.e., fight when it’s necessary, agree when it’s necessary, we wont make any progress. One fight cannot determine the entire relationship. There are occasions when the opposition party supports the government in power, if there is reason to oppose them, you oppose them. I don’t see any problem with that.

Q: You spoke about legislation, earlier on, working hand-in-hand with the legislative arm of government. What’s your take on legislation being proposed by the Securities and Exchange Commission to set up a body that would manage unclaimed dividends? First, the rationale behind that and secondly, whether you support the proposed legislation.

A: As you are well aware, the issue of unclaimed dividends is a very sore thing amongst many shareholders. Shareholders invest in companies, in the hope that at some future date they can reap from the benefits of such investments. In other words, they have taken the risk along with these companies. Now, time is up for you to pay dividends and then all sorts of excuses are given as to why they can’t be paid. If the shareholder is dead then issues of succession create a problem. Even when he’s alive you can’t find him, he’s moved addresses. The people who suffer most of these times are your ordinary shareholders. Even some notable people suffer, because there’re technical issues. That is one.

Two, it is believed that a lot of public companies use unclaimed dividends as a means to boost the profit picture and therefore wrongly lead the public into believing that they doing much better than they are actually doing. And based upon which they get all sorts of advantages, either through the stock exchange or other investors.

For that reason SEC felt a more robust policing of this issue of unclaimed dividends should be introduced. Create a body, as soon as these companies declare dividends, real or unreal, they must back them off their accounts and those not paid over a period of time must then be passed on to this new agency which will be charged with the responsibility of looking for the owners of the money. Where they don’t find the owners of the money, they would be allowed to apply the funds towards certain approved purposes. The rationale is unassailable, it’s good and I think many, many shareholders will support it.

However, my concern with the draft Legislation that has been shown to me is that I see government hand in some areas, especially areas of control. Certain officers can only be appointed by the president on the advice of the Minister of Finance; certain expenditure cannot go except it’s approved by the Minister of Finance, and all that. To my mind, if you don’t remove or reduce government interference to the barest minimum, we would be creating another harrowing parastatal, which will then go down the way all others have gone. So the idea is laudable but there needs to be major amendments. In fact, this is one of the interesting things I said the section would do. An up and running section would look into this, recommend to the NBA what the position should be and we can actually go take a position with the legislature. And I can tell you that the weight that would be attached to an opinion from the NBA would be far more than the one that were attached to an individual or a well known practitioner.

But the specific issue of amending the unclaimed dividend policy to cater for the wrongs that have been done to unsuspecting shareholders over the years is welcome. However, its application must be thoroughly examined to ensure that government interference is reduced to the barest minimum.

Q: As the first chair of the Section on Business Law, what are the challenges ahead?

A: The challenges naturally would be setting up. We’ve got to look for first of all, physical space. The president of the NBA has been kind enough to give us accommodation in the NBA Secretariat, which would be a modest start for us. But if we are going to achieve a lot of the lofty aims we have set for ourselves, we’ll be looking for certainly much bigger space.

Two, we need to train personnel. Bar activities are generally very time consuming, it’s not our primary job, we still do our primary work. We need to actually hire and train a full time administrator to run the section, pretty much the way the IBA does it. Further down the line, that will become easy but in the early stages, it’s going to be pretty tough. Three, we need to evoke interest, first of all try and win back doubting members of our profession who may have been given up the Bar because of years of the way it’s been. Try to win them back, especially those who have truly done well for themselves. That will be the next challenge I see. And then, generally ensuring that we start up on a modern slate and remain that way.

Q: And I suppose you’ll be looking up to the IBA in this regard?

A: Certainly, we will interact very closely with the IBA. We still depend a lot on our members who occupy positions in the IBA to assist us. Work directly with the IBA itself, see what sort of training programmes they can organise for some of the members we choose, to groom them, keep databases, just generally being friendly.

Q: Finally, on a more personal note I see a very prominent photograph of Martin Luther King. Is he a role model, a hero?

A: Yes, he is. When I was in the London School of Economics doing my Masters, for the first time I watched the tape of the story of Martin Luther King. And I wept! Because I didn’t think I was that emotional or anything I saw on TV would move me to that point. And, in hindsight, he must have been so young to have undertaken the responsibility he took at the time and to come up with the words which are today on marble and on gold and change America for good. He’s my role model and each time I look at his photograph and read some of his key words they serve as inspiration. To so many young people, if Martin Luther King could go up a mountain top and look far ahead in future and see the brightness that he saw, which nobody believed he could achieve, it means that, for many of us we can get there once we remain honest and truthful to our goal.