This document summarizes the transaction experience of a law firm in advising clients on various projects across multiple industries in Nigeria, including oil and gas, power, telecommunications, and real estate. It describes numerous projects where the law firm provided legal, regulatory and tax advice to international companies regarding issues such as acquisitions, joint ventures, project finance, tax disputes, and compliance with Nigerian regulations.

1. www.lelawlegal.com
Transaction Footprints

2. Ÿ Advisedseveralservicecompaniesontransactional, regulatory and
operationalissues.
Ÿ Advised IOCs, indigenous producers, Nigerian/foreign private equity
firms, international law firms, on Nigerian upstream regulatory and
fiscal landscape issues, local content, Petroleum Industry Bill (PIB)
review and impact analysis, etc.
Ÿ Advised several MNCs on response strategy to Nigerian local content
policy/legislation, focusing on operational, restructuring and JV
arrangements for compliance and enhanced competitiveness. Also
advised sector players on Nigerian cabotage regime.
Ÿ Tax champion/member of international engagement team that
obtained US$2 billion award for PSC contractors in crude entitlement
dispute. Successfully led multi-billion dollar PSC tax dispute litigation
at the TAT involving novel issues in Nigerian taxation.
Oil & Gas
Highlights of Transaction
Experience
Our transaction footprint includes the following:

3. Ÿ Provided tax and regulatory input
on Nigerian aspects of acquisition of
Nexen Inc. by CNOOC.
Ÿ Advised PSC Contractor Group on
emerging crude entitlement dispute
issues in deep offshore block about
to commence production.
Ÿ Provided tax, regulatory and
sectoral input to Litigation
colleagues on various matters.
Ÿ Advised an investor in two LNG
projects on application of CITA
commencement rules pursuant to
tax holiday.
Ÿ Advised Korean Gas (KoGas) on
fiscal aspects regarding proposed
investment in Nigerian asset and
LNG project and options for
securing investment protection.
Ÿ Advised multinational group on
contract protection enhancement
strategies, including optimal
coverage under Bilateral Investment
Treaty (BIT).
Ÿ IOCAdvised an on Nigerian aspects
of its employee incentive scheme
for star performers.
Ÿ Advised Halliburton Inc. on
potential criminal, civil exposures
and mitigating factors in respect of
adverse press in Nigeria about
Nigeria LNG project contracts.
Ÿ Team Member, Counsel for
Borrower on the security
nd
documentation of the NLNG's 2
Train US$2.46 billion Shareholders'
Loan Facility.
Ÿ Advised sponsor on development,
financing, construction and
operation of nitrogen fertilizer
plant from feedstock of natural gas
in the Onne Oil & Gas Free Trade
Zone.
Ÿ Advised Chevron and Texaco
corporations on legal, regulatory
and tax implications of integration
options for Nigerian subsidiaries;
provided pre-implementation
support for ultimate integration of
Nigerian operations.
Ÿ Advised on merger, integration,
Group restructuring and
implementation assignments for
international oil service companies
towards Nigerian business model
optimisation.
Ÿ Advised a new entrant into the
helicopter services industry, on
start-up and other operational
issues.
Ÿ Provided privatisation regulatory
assistance to foreign majority
shareholders in major Nigerian oil
service companies regarding
divestment by the Federal
Government. Engagement involved
liaison and advocacy with the BPE.
Ÿ Advised on Nigerian business
strategy, structuring and execution
of pipeline supply and installation
contract between Sonner
Corporation with MPNU.
Ÿ Advised on contract arrangements
on two LNG projects (Progress and
Flex), especially tax considerations
of upstream project structure.
Ÿ Advised on regulatory aspects of
entity transformation options for
NPDC (NNPC's production
subsidiary), into a properly

4. institutionalized upstream
company.
Ÿ Advised Sasol/Chevron, on
structuring the Escravos GTL
project. Also advised contractor
consortium (Snamprogetti/KBR) on
legal, tax and regulatory issues of
construction contracts for the
plant. Provided start-up support for
consortium's project vehicle, SGCL.
Ÿ Advised Conoco Phillips, co-
venturers in Brass LNG and their
counsel on optimal capital structure
with special focus on optimizing
stamp duty exposure in project
financing documentation,
particularly capital raising by project
vehicle.
Ÿ Advised Chevron Corporation on
tax and regulatory issues on
construction, ownership and
operation of 678 km pipeline to
Ghana, Benin and Togo.
Subsequently advised foreign
counsel to prospective construction
contractor on the project, liaising
with regional Andersen member
firms to finalize the deliverable.
Ÿ Provided start-up advisory and
compliance support for Nigerian
subsidiaries of oil service
companies such as Stena Drilling
Services, Swift Technical Services,
etc.
Ÿ At Dundas & Wilson, advised on
pre-acquisition due diligence
review of North Sea license
interest for acquisition lender,
Royal Bank of Scotland.
Ÿ Provided legal input to KPMG
Certification/BSI Systems audit
team's work (ISO 14000 & 9000;
OSHAS 18000), contract review
and negotiations, logistics and
regulatory support for service
delivery to an IOC.
Ÿ Assisted several clients with bid
documentation review for major
contracts in the oil and gas
industry.
Ÿ Separately advised two IOCs on
regulatory issues on
retention/repatriation of crude oil
proceeds to and from Nigeria.

5. Ÿ Advised Daewoo Shipbuilding &
Marine Engineering Corporation
(DSME) on tax and regulatory
issues in US$1.1 Billion turnkey
contract arrangements for offshore
Fixed Production Platforms for
Chevron Nigeria, in respect of the
Agbami field.
Ÿ Advised Jagal Group, on
restructuring issues; subsequently
advised Jagal/Subsea 7 on their JV
arrangements.
Ÿ Advised, together with KPMG UK
(Aberdeen), Stena Drilling on
Nigerian tax, regulatory structuring
and compliance support issues on
drilling services contract with Total
E&P.
Ÿ Advisory team member to Exxon
Inc./EEPNL on tax issues arising
from pre-production payments in
Bonga deep offshore block.
Ÿ Advised GSM operator on
Project Safari - proposed
infrastructure sharing of
towers and passive
infrastructure, creation of
SPV for shared telecoms
infrastructure services.
Ÿ Provided advisory/negotiation
support to Cisco, in structuring its
security surveillance project with
Lagos State Government.
Ÿ Working with international counsel,
advised on Nigerian aspects of
acquisition of German IT Group.
Ÿ Advised SUN Systems AT & T, Niche
Resources/Comverse, LG Electronics,
Verifone on Nigerian telecoms
Information & Communications
Technology
regulatory framework and entry
strategy. Undertook Nigerian start-
up compliance for subsidiaries of
Google Inc., SAS Software Inc.,
Upstream S.A., etc.
Ÿ Advised Oracle Inc. on Nigerian
regulatory optimality issues on
service contract.
Ÿ Advised EMIDA/Cellupay promoters
of mobile payment solutions on
regulatory implications and
contract structuring of proposed
Nigerian operations.
Ÿ Advised an international ICT player
on management of telecoms
services and infrastructure for a
leading IOC across multiple Nigerian
locations.

6. Ÿ Advised Telcordia Inc in respect of
its contractual/consortium
arrangements to support
implementation of number
portability in the Nigerian telecoms
space.
Ÿ Advised two offshore SPVs on
investment pooling arrangements
into a GSM operator in Nigeria,
addressing applicable
shareholder/investor issues, whilst
maintaining consistency with the
primary Shareholders' Agreement.
Ÿ Advised on the start-up and design
of legal framework for Nigeria's
first electronic based payment
system ('Valucard' now 'Unified
Payments').
Ÿ Advised ABB Ericsson consortium
on tax and regulatory implications
of executing US$30 million mobile
telephone network turnkey
contract for Reltel, (now Zoom
Mobile).
Ÿ Severally advised MTNI/MTNN and
counterparties on contract
drafting/review and structuring
various network roll out/upgrade
turnkey transactions.
Ÿ Advised Starcomms on approaches
for optimal re-structuring of service
agreements.
Ÿ Advised Plessey Group on affiliates'
service agreements, providing
requisite Nigerian regulatory
compliance support.
Ÿ Worked with Dundas & Wilson's
Technology Group for various
technology start-ups and R&D
divisions of leading Scottish
institutions.
Ÿ Advised Celtel B.V. on Nigerian tax
and regulatory optimisation issues
in service arrangements with
Nigerian subsidiary.
Ÿ Led legal input to successful
multidisciplinary bid to regulator on
advisory services for “next gen”
framework for ICT in Nigeria.

7. Ÿ Advised four UK power purchasers
on impact of New Electricity
Trading Arrangements (NETA,
introduced April 2001) on subsisting
commercial arrangements with
10,000 MW genco counterparty and
approaches to maintaining spirit of
pre-NETA contracts.
Ÿ Facilitator of Andersen in-house
course, “Understanding Electricity
Markets”; member of KPMG Power
Team that organised KPMG's
international seminar on Nigeria's
new electricity legislation in 2005.
Ÿ Advised on pre-privatisation due
diligence review of legal/regulatory
regime of Nigerian electricity
industry, including review of
specific commercial and marketing
transactions.
Ÿ Advised now defunct Enron
Corporation's entry strategy and
Power
business model for Enron Nig Ltd to
operate a 270 MW gas fired IPP
barge in Nigeria. Subsequently
provided transaction services to
Enron, including on sale/transfer of
the plant to AES Nig Ltd.
Ÿ Advised NTPC, India's largest power
producer; multi plant Indian
operator, Lanco Group; and South
Africa's Eskom Ventures on the
regulatory landscape and applicable
incentives for investing in Nigeria's
power sector.
Ÿ Assisted with post approval
compliance requirements for Rolls
Royce Power Ventures Limited, in
respect of certification of its gas
fired captive power generating
plant for West African Portland
Cement Co. (WAPCO) Plc.

8. Real Estate/Hospitality
Ÿ Advised Morgan Stanley on Nigerian strategy of proposed real estate investment
business. Advised Horizon Capital, a Nigerian property development group, on re-
designofcontractstructuresandoperatingmodelforoptimalitypurposes.
Ÿ Advised GT Bank Plc, FCMB Plc and First Bank Plc on the US$400 million club deal
financing for Eko Atlantic City project.
Ÿ Assisted with capital and corporate restructuring of entity for use as SPV for the
Lagos Radisson Blu hotel project and advised project promoter on the tax, legal
and regulatory implications of alternative funding options.
Ÿ Variously advised an international JV on entry strategy into Nigerian hospitality
industry, reviewed and customised hotel operating and allied agreements for
international operator.
Financial Services
Ÿ Advised Morgan Stanley on Nigerian strategy of proposed real estate investment
business. Advised Horizon Capital, a Nigerian property development group, on re-
designofcontractstructuresandoperatingmodelforoptimalitypurposes.
Ÿ Advised GT Bank Plc, FCMB Plc and First Bank Plc on the US$400 million club
deal financing for Eko Atlantic City project.
Ÿ Assisted with capital and corporate restructuring of entity for use as SPV for the
Lagos Radisson Blu hotel project and advised project promoter on the tax, legal

9. and regulatory implications of
alternative funding options.
Ÿ Variously advised an international JV
on entry strategy into Nigerian
hospitality industry, reviewed and
customised hotel operating and
allied agreements for international
operator.
Ÿ Advised ICD on their $10 million
Murabaha Islamic financing ship
acquisition facility arrangement
with Nigerian Bank and its client.
Ÿ Advised NDIC on complex
assignments involving recovery of
misappropriated distressed banks'
funds, during the “failed banks” era.
Ÿ Advised investment subsidiary of
leading bank on tax and regulatory
aspects and structuring implications
of proposed Note Issuance
Programme.
Ÿ Variously advised erstwhile Oceanic
Capital on tax and regulatory
compliance issues in aviation
financing and tax treatment of
discounted instruments; review of
Funding Management and Paying
Agency Agreement.
Ÿ Post 2004 banking consolidation,
advised Diamond Bank Plc on
transition strategy, contract
drafting and executive
compensation structuring for its
executive management.
Ÿ Variously advised FSI clients such as
AC Nielsen, FCMB, HSBC, Liberty
Life, Credit Suisse, Rand Merchant
Bank, etc.
Ÿ Consultant member on investment
survey of the Nigerian economy
covering 1998 to 2002, for the IFC.
Involved with investment climate
mapping covering 12 States and the
FCT in 2006 for DFID and World
Bank.
Ÿ Conducted various background
checks on prospective Nigerian
partners for foreign investors,
market surveys for multinational
clients, provided advice on entry
strategy, etc.

10. implementation support for MNCs
that divested from Nigeria in the
1990s.
Miscellaneous
Ÿ Conducted or supported various
civil and commercial litigation for
diverse clients at trial and appellate
courts.
Ÿ Provided hands on/supervised
provision of company secretarial
services to various blue chip clients
in different sectors of the
economy.
Ÿ Interacted with captains of industry
at NESG's Board, Exco and Annual
General Meetings for six years
(1999 - 2005) on NESG's nation
building, reform advocacy and
business landscape improvement
initiatives, including preparations
for the annual NES Summit
focusing on galvanising private
sector support for governance and
public sector reforms.
Ÿ Advised Heidelberg Group on West
African expansion strategy; worked
with regional Andersen
member/correspondent firms.
Ÿ Conducted various due diligence
exercises on various target
companies during the privatisation
programme, for private equity firms
and other clients.
Tax
Ÿ Advised multinational clients on
approaches to improving their
Nigerian tax compliance status, in
the context of their home
countries' reporting requirements
for subsidiaries' operations.
Ÿ Advised Lekki FTZ Company on the
establishment and operation of the
Lekki Free Trade Zone.
Ÿ Advised various MNCs on tax and
regulatory implications of
expatriate employee mobility
programmes, including optimality
of alternative arrangements.
FMCG/Services
Ÿ Successfully advised leading MNC on
options for resolving tax dispute
(personal income tax compliance
and enforcement issues) with LSBIR.
Ÿ Advised on aspects of litigation
management process review,
advisory and change
implementation support for leading
Nigerian bottling company.
Ÿ Co-counsel to South African FSI
client on acquisition of stake in
Nigerian HMO. Advised international
pharmaceutical clients on Nigerian
business strategy.
Ÿ Provided regulatory compliance
advisory support to UPS and DHL.
Ÿ Advised on merger implementation
options to Nigerian affiliates of DHL
and DutchPost.
Ÿ Assisted in setting up Nigerian
subsidiaries of several MNCs.
Advised/provided exit strategy

11. Ÿ Successfully resolved various tax issues on behalf of MNCs with FIRS and SBIRs,
covering status reviews, advisory input to resolution strategy, and
implementation assistance.
Ÿ Conducted various tax appeals for clients, especially in the upstream sector.
In-House Private Equity (PE) Experience
(Legal and Compliance Function)
Ÿ Led Function's transactional support in FSI, oil and gas, ICT, agribusiness, FMCG,
real estate, deals: M&A, exits, investee company monitoring, value addition
initiatives, etc.
Ÿ Retained/supervised external counsel, facilitated collaboration to realise
business goals.
Ÿ Adviser to firm's management on operational, contractual, risk management,
regulatory, corporate citizenship and strategy issues; team member on
strategic initiatives.
Ÿ Operational insight into value creation/addition pursuant to PE firm's business
model.

12. Plot 9A Olatunji Moore Street
Off TF Kuboye Road
Lekki Phase I, Lagos, NIGERIA
T: +234 1 764 0523
E: info@lelawlegal.com
www.lelawlegal.com