The Nigerian Institute of Chartered Arbitrators (NICArb) has said that the retired Supreme Court judge who served as sole arbitrator in the dispute between First Bank of Nigeria Limited and General Hydrocarbons Limited disclosed his shareholding in FBN Holdings (now First HoldCo) before his appointment.
However, neither him nor NICArb disclosed that to parties to the dispute.
|
|
In a letter signed by its registrar/CEO, Shola Oshodi-John, and sent Thursday to both parties through their legal representatives, NICArb confirmed that it appointed Justice Bayang Kumai Akaahs (rtd) as sole arbitrator on 13 February 2024.
“As part of the institute’s standard appointment process, Honourable Justice Bayang Kumai Akaahs, JSC (Rtd), FCArb completed a declaration form. In that form, he duly noted his shareholding in FBN Holdings PLC, the holding company of FBN in this reference,” NICArb wrote.
|
|
|
|---|
However, the institute did not clarify whose duty it was to convey the disclosure to the parties. It also did not explain why it proceeded to appoint the retired judge as arbitrator in the case despite his shareholding disclosure.
NICArb, however, said that despite making that disclosure to it, Justice Akaahs did not formally communicate that to the disputing parties.
“The institute operates on the fundamental principle that any necessary disclosures are the arbitrator’s duty to make directly to the parties,” the institute said. “This allows the parties a fair opportunity to consider the disclosure and raise any objections, in line with the principles of natural justice and the governing rules of the arbitration.
Stay Ahead with Premium Times
Follow us on Google News and never miss breaking stories, investigations, and in-depth reporting.
Add as a preferred source on Google
“We have now become aware that this specific disclosure was not formally communicated to the parties by the arbitrator,” the letter added.
Justice Akaahs’ equity stake—595,057 shares in FBN Holdings—has been at the centre of controversy following allegations that his ownership of shares in the parent company of one of the parties in the dispute amounted to a conflict of interest.
The concerns were first raised last week by a group of stock market whistleblowers, who objected to his appointment in a statement seen by PREMIUM TIMES.
“We wonder how an active FBNHoldCo shareholder could be a sole arbitrator in a matter involving First Bank, a company in which he holds significant shares, without disclosure and without recusing himself,” the whistleblowers said.
They also alleged that the shareholding, which they described as his “highest holding” in his stock portfolio, was not disclosed during the arbitral proceedings, and demanded a “full and comprehensive investigation.”
When contacted, Justice Akaahs confirmed his ownership of the shares and said he had disclosed them to NICArb.
“Before I was appointed the Sole Arbitrator I made a full disclosure of my share holding in First Bank. You can cross-check with the Nigerian Institute of Chartered Arbitrators,” he told PREMIUM TIMES via text message.
Attempts to reach Ms. Oshodi-John at the time for confirmation were unsuccessful, as calls and a text message to her mobile number went unanswered.
The Arbitration and Award
NICArb appointed Justice Akaahs as sole arbitrator on 13 February 2024, according to an appointment letter sighted by PREMIUM TIMES.
General Hydrocarbons—majority-owned by media entrepreneur Nduka Obaigbena—had initiated arbitration after the collapse of its financing arrangement with First Bank under a 2021 subrogation agreement tied to the development of OML 120 oil field.
On 27 October 2025, Justice Akaahs delivered an arbitral award directing General Hydrocarbons to pay First Bank $112,100 and ₦111.25 million in legal and arbitration costs. He ordered the company to make the payments within 30 days or attract a 10 per cent annual interest rate until full settlement.
The arbitrator dismissed all of General Hydrocarbons’ claims, including accusations that First Bank breached financing obligations, sabotaged alternative funding arrangements, or caused operational losses. He held that the bank’s financing obligations were conditional rather than absolute and that the claimant failed to prove any breach.
The tribunal also ruled that General Hydrocarbons was not entitled to any damages, expenses, or compensation for third-party contractors, unpaid salaries, or failed contracts.
Legal experts divided on whistleblowers’ claims
Legal experts interviewed by PREMIUM TIMES are divided on whether the arbitrator’s shareholding constituted a conflict of interest.
Two senior lawyers, who requested anonymity to avoid commenting publicly on an ongoing dispute, argued that Justice Akaahs’ shareholding was insignificant and fell within the Green List of the International Bar Association (IBA) Guidelines on Conflicts of Interest in International Arbitration. The Green List covers situations that pose “no appearance and no actual conflict of interest,” and in which the arbitrator has no duty of disclosure.
A Senior Advocate of Nigeria (SAN) referred to Section 4.4.2 of the Guidelines, which states that an arbitrator need not disclose an “insignificant amount of shares in one of the parties or an affiliate … which is publicly listed.”
“With over 42 billion outstanding shares of FBNHoldCo, the retired justice’s 595,057 units are insignificant,” the SAN argued.
Another senior lawyer described the controversy as “ridiculous,” saying Justice Akaahs had a reputation for integrity.
“He was the judge who refused to be compromised in the Anambra Election Tribunal years ago, a case that led to the forced retirement of several justices,” he said. “It is rather late at over 70 for him to start learning to be left-handed when he has always been right-handed.”
But Abuja-based lawyer, Frank Tietie, rejected the Green List defence, insisting that the IBA Guidelines were being misapplied.
READ ALSO: Controversy over shares ownership by arbitrator in First Bank–General Hydrocarbons dispute
He argued that the issue was not the percentage of shares held but whether the arbitrator had a financial interest that could be directly affected by the outcome of the dispute.
“The Green List applies only to insignificant interests in public companies not directly affected by the arbitration. That condition is plainly absent here,” he said.
“First Bank’s parent company, FirstHoldCo, would clearly feel the economic impact of a liability exceeding $700 million. That affects profitability, consolidated accounts, and potentially share value.”
According to him, this places the matter in the Non-Waivable Red List, which covers situations where an arbitrator holds a financial interest in a party or affiliate that stands to gain or lose from the award.
“Under the IBA Guidelines, what matters is not the percentage of market capitalisation, but whether the arbitrator stands to benefit or suffer financially from his own decision. In this case, the answer is yes,” he said.
Discover more from Premium Times Nigeria
Subscribe to get the latest posts sent to your email.
More News
