Justice Chukwujekwu Aneke of the Federal High Court sitting in Lagos has declared unlawful the January 2024 dissolution of the board and management of Union Bank of Nigeria Plc by the Central Bank of Nigeria (CBN), holding that the apex bank acted beyond its statutory powers.
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Delivering judgment on Wednesday in Suit No: FHC/L/MISC/1377/2025, the court ruled that the CBN’s intervention was ultra vires and not in compliance with the provisions of the Banks and Other Financial Institutions Act (BOFIA) 2020.
The suit was instituted 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 decision to dissolve the bank’s board, appoint an interim management, and initiate a recapitalisation process which allegedly diluted their shareholding and excluded them from key corporate decisions.
In a far-reaching judgment, Justice Aneke nullified the entire regulatory intervention and granted several reliefs in favour of the applicants.
The court quashed the CBN’s public announcement dissolving the board and invalidated all actions, decisions, and appointments made by the CBN-appointed interim board since January 2024. It further ordered the immediate reinstatement of the former board and management led by Chairman Farouk Mohammed Gumel.
Additionally, the court restrained the CBN, its governor, Union Bank, and all appointed directors and agents from exercising any powers over the bank’s governance, including restructuring its share capital or altering its ownership structure.
The court also halted the ongoing recapitalisation process and investor selection programme initiated under the CBN-appointed management.
Justice Aneke held that the applicants’ fundamental rights were breached, noting that they were sanctioned without being afforded a fair hearing despite allegations arising from a purported regulatory examination of the bank.
The court found that the applicants’ shareholding had been reduced from 100 per cent to 40 per cent and that they were excluded from the recapitalisation process without legal justification, describing the actions as evidence of bad faith.
Although the CBN defended its intervention as part of its regulatory oversight—citing financial distress, including a negative capital adequacy ratio, a capital shortfall exceeding ₦224 billion, and high non-performing loans—the court emphasised that regulatory powers must be exercised strictly within the confines of the law.
On jurisdiction, the court ruled that Section 51 of BOFIA does not shield the CBN from judicial review where it acts outside its statutory authority. It also held that the actions of the CBN-appointed board were subject to judicial scrutiny as agents of the apex bank.
The court dismissed procedural objections raised by the respondents, holding that the applicable rules of court were merely directory and not fatal to the suit.
Justice Aneke further held that the applicants suffered a “continuing injury,” having been excluded from the management and decision-making processes of the bank from January 2024 to December 2025, during which significant corporate actions were taken.
On damages, the court acknowledged that the respondents admitted the applicants invested $190 million in the bank but declined to grant additional monetary claims in the absence of oral evidence.
The case arose from the CBN’s January 2024 decision to dissolve the boards of Union Bank, Keystone Bank, and Polaris Bank over alleged corporate governance infractions. In Union Bank’s case, the apex bank appointed Yetunde Oni as Managing Director/CEO and Mannir Ringim as Executive Director, alongside other directors to constitute an interim board.
However, the shareholders challenged the move, arguing that it violated due process and constituted unlawful interference with their ownership rights and corporate governance structure.
An interim order granted on December 5, 2025 had already suspended the CBN’s actions pending the determination of the suit. Wednesday’s judgment has now permanently nullified the intervention.
The ruling carries significant implications for the Nigerian banking sector. It establishes judicial limits on the CBN’s powers to dissolve bank boards, raises legal uncertainty over transactions executed by the interim management, and halts Union Bank’s compliance with ongoing recapitalisation directives.
It may also have wider consequences for similar interventions in other banks, including Keystone Bank and Polaris Bank.
The judgment effectively restores control of Union Bank to its pre-intervention leadership, potentially reopening questions about the bank’s governance and its relationship with majority shareholders, particularly Titan Trust Bank, which had previously acquired a controlling stake in the institution.
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