As multiple legal disputes arising from the acquisition of Pan African Towers unfold before Nigerian courts, one name consistently appears across the proceedings: Adefolarin Ogunsanya.
Court filings involving the Board Chairman and DPI partner raise broader questions about shareholder influence, corporate governance and executive independence following the 2023 acquisition.
From Deal Of The Year To Lawsuits Of The Year
The relationship did not begin in conflict. According to court filings, former Pan African Towers CEO Azeez Amida played a leading role in identifying and engaging investors after the company’s shareholders decided to pursue a sale.
The filings state that negotiations led by Amida culminated in the acquisition of Pan African Towers by Development Partners International (DPI), Verod Capital Growth Fund III LP and African Development Partners International LLP in a transaction later recognised as African Deal of the Year. Less than three years later, the same acquisition has become the subject of three separate court cases, bringing its governance arrangements under judicial scrutiny.
According to separate Federal High Court filings, the Management Incentive Plan (MIP) was more than a compensation proposal—it was a key factor in Amida’s decision to select the DPI, Verod and African Development Partners consortium to join him in acquiring Pan African Towers from Chapel Hill Denham, Nigeria Infrastructure Debt Fund and Prime Infrastructure West Africa.
The affidavit states that Amida held discussions with several investment firms before ultimately recommending the consortium. He alleges that he made it clear from the outset that management would retain a minimum 5% equity interest following the acquisition, a proposal the consortium accepted through the MIP and accompanying Term Sheets.
According to the pleadings, that arrangement distinguished the consortium from competing investors and ultimately secured Amida’s support for the transaction.
The court documents place Board Chairman Adefolarin Ogunsanya at the centre of those negotiations. Among the exhibits is an email from Ogunsanya forwarding a document titled “PAT – MIP analysis.xlsx,” described as “an excel working of the incentive scheme,” together with an invitation to walk Amida through the proposed structure.
The MIP projected that Amida’s proposed 5% equity participation could generate returns exceeding $30 million, which he alleges formed a significant part of his decision to proceed with the consortium.
According to the claimant, those equity arrangements were never implemented after the acquisition closed, giving rise to the separate Federal High Court action in which he seeks damages exceeding $30 million. DPI, Verod and their respective limited partners are yet to file a substantive defence more than twelve months after the suit was commenced.
Governance Tensions Emerge After Acquisition
Central to Amida’s defence is the contention that governance dynamics changed significantly after the acquisition. The filings allege that shareholder representatives and board members became increasingly involved in operational matters ordinarily reserved for executive management, particularly procurement and commercial negotiations, including advocating sourcing decisions involving companies in which they held interests.
The defence identifies Board Chairman Adefolarin Ogunsanya as one of the directors involved in those discussions, alleging that governance and procurement disagreements became a defining feature of the relationship between management and the new ownership structure. Those allegations remain disputed and will ultimately be determined by the court.
CEO Deliberately Stepped Away From Approvals
One of the central issues in the defence concerns Pan African Towers’ financial approval structure. According to the filings, following the appointment of a new Chief Financial Officer, Amida deliberately stepped away from final expenditure approvals because of governance concerns and the potential for conflicts of interest.
Instead, the defence states that payments followed the company’s established approval process, with departmental reviews culminating in final approval by the Chief Financial Officer, who was hired by the consortium and remains in the company to date.
The defence argues that many of the expenditures now challenged were processed under that framework. It further notes that the Chief Financial Officer responsible for those approvals remains with Pan African Towers and has since been promoted, a fact Amida contends is relevant to the court’s assessment of responsibility for the approval process.
The defence disputes that the transactions were unilateral decisions by the former CEO, arguing that the expenditures passed through multiple approval layers involving Human Resources, Finance, Procurement, Executive Management and, where necessary, the Board. Internal emails, approval workflows, WhatsApp communications and financial records have been listed among the evidence to be relied upon at trial.
The defence further contends that the hospitality, investor engagement and related business expenses were recognised in the company’s audited financial statements and approved through established corporate processes before later becoming the subject of litigation.
The Same Chairman Appears Across Multiple Disputes
Board Chairman Adefolarin Ogunsanya’s recurring role across the various proceedings is one of the more notable features of the litigation.
According to the pleadings, he participated in negotiations surrounding the Management Incentive Plan, later signed the October 2024 query issued to Amida before the Mutual Separation Agreement, and subsequently declined a demand for an amicable settlement in the National Industrial Court dispute.
Amida now alleges that Pan African Towers’ Federal High Court action is retaliatory and intended to pressure him in connection with his earlier proceedings against DPI, Verod and other parties involved in the acquisition. Those allegations remain contested and will ultimately be determined by the courts.
