Justice Chukwujekwu Aneke of the Federal High Court in Lagos has ruled that the Central Bank of Nigeria’s (CBN) January 2024 dissolution of Union Bank of Nigeria Plc’s board and management exceeded its statutory authority, declaring the intervention unlawful.
Delivering judgment on Wednesday in Suit No: FHC/L/MISC/1377/2025, Justice Aneke held that the CBN acted ultra vires, in violation of the Banks and Other Financial Institutions Act (BOFIA) 2020.
The suit was filed by Titan Trust Bank Limited, Luxis International DMCC, and Magna International DMCC, who claimed to be the ultimate beneficial owners of Union Bank. They challenged the CBN’s actions to dissolve the board, appoint a new management, and initiate a recapitalisation process that they argued diluted their shareholding and excluded them from key decisions.
The court nullified the entire regulatory intervention, quashing the CBN’s public announcement and invalidating all actions taken by the regulator-appointed management. It ordered the immediate reinstatement of the former board and management led by Farouk Mohammed Gumel, and restrained the CBN and other respondents from exercising any powers over the bank’s governance, including restructuring its share capital or altering its ownership structure.
Justice Aneke also halted the ongoing recapitalisation process and investor selection programme initiated under the CBN-appointed board.
The court found that the applicants’ fundamental rights were violated, noting they were sanctioned without a fair hearing despite allegations of regulatory infractions from a special examination. The judgment highlighted that the applicants’ shareholding was reduced from 100% to 40%, and they were barred from participating in recapitalisation, actions described as evidence of bad faith.
While the CBN had justified its intervention citing financial distress—including a negative capital adequacy ratio, a capital shortfall exceeding N224 billion, and high non-performing loans—the court emphasized that regulatory powers must be exercised strictly within the law.
On jurisdiction, Justice Aneke ruled that Section 51 of BOFIA does not shield the CBN from judicial review when it acts beyond its powers, and that actions of the CBN-appointed board are subject to scrutiny as agents of the apex bank. Procedural objections raised by the respondents were dismissed as non-fatal.
The court noted the applicants suffered a “continuing injury,” being excluded from Union Bank’s management and decision-making between January 2024 and December 2025, during which significant corporate actions were taken. On damages, while the respondents acknowledged a $190 million investment by the applicants, additional claims were not granted in the absence of oral evidence.
