*Asks Court To Enforce States’ Shareholding Interests In DisCos
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The Society of Public Interest Lawyers in Nigeria (SPI-LAW) has filed an action at the Federal High Court, Lagos Judicial Division, asking the court to determine the ownership structure, valuation methodology and privatisation process of Nigeria’s Electricity Distribution Companies.
The Originating Summons, in Suit No. FHC/LAG/CS/1213/2026, was filed on 1 September 2026 at 15:21 WAT, with the claimant listed as The Incorporated Trustees of the Society of Public Interest Lawyers in Nigeria.
The suit is brought against five defendants: the Attorney-General of the Federation, joined as the Chief Law Officer and representative of the Federal Government; the Ministry of Finance Incorporated, joined over its involvement in the ownership, control and management of the Federal Government’s interests in the DisCos; the Bureau of Public Enterprises, joined over its role as implementing agency of the privatisation programme; the Nigerian Electricity Regulatory Commission, joined over its role in the valuation of State Government investments; and the National Council on Privatisation, joined over its approval of the privatisation framework and the resolutions on the ownership and equity structure of the companies.
The summons is taken out by Aderemi Oguntoye, SAN, with Kunle Edun, SAN, John Aikpokpo Martins and Solomon Oho as counsel to the claimant.
The action is brought pursuant to Order 3 Rules 6, 7 and 9 of the Federal High Court (Civil Procedure) Rules 2019, sections 1 to 3 of the Public Enterprises (Privatisation and Commercialisation) Act, Cap P38 LFN 2004, sections 6(6)(b) and 251 of the 1999 Constitution as amended, and under the inherent jurisdiction of the court.
It is framed as a matter of the interpretation of sections 1 to 3 of the Privatisation Act and the Electric Power Sector Reform Act 2005, in relation to the statutory governance structure for Federal Government equity in the DisCos. The defendants are required to enter appearance within thirty days of service.
The court is invited to determine three questions.
The first is whether, having regard to the powers and functions of the National Council on Privatisation under sections 1 to 3 of the Privatisation Act, and the resolutions and framework approved by the Council on State Government participation in the DisCos, the Attorney-General, the BPE and the NCP are bound to give effect to the interests of the respective State Governments as determined under the approved framework.
The second is whether, having regard to the valuation and confirmation of the investments and contributions of the State Governments contained in the valuation report issued by NERC pursuant to the approved framework, the first to fourth defendants are bound, within their respective statutory and institutional powers, to recognise and give effect to the interests attributable to those States.
The third is whether, having regard to the subsequent steps taken by MOFI and the contrary position taken by the BPE concerning the ownership, custody and management of the Federal Government’s equity interests, the defendants can lawfully administer, transfer or otherwise deal with those interests without first giving effect to the State Governments’ interests arising under the NCP framework and the NERC valuation.
SPI-LAW seeks three declarations and three orders.
It asks for a declaration that the resolutions and framework approved by the NCP on State Government participation in the ownership and equity structure of the DisCos form part of the approved privatisation framework governing those companies.
It seeks a further declaration that the investments and contributions of the State Governments, as valued and confirmed under the NCP framework and reflected in the NERC valuation report, are required to be recognised and given effect in the implementation of the applicable privatisation framework.
A third declaration is sought that the competing claims of MOFI and the BPE over the ownership, custody, control or management of the Federal Government’s equity interests cannot derogate from or prejudice the interests attributable to the State Governments under the framework and the valuation.
The orders sought would direct all five defendants, within the scope of their respective statutory powers, to take all lawful steps to recognise and give effect to the States’ interests; direct MOFI and the BPE, in dealing with the Federal Government’s equity, to ensure that no step taken by either prejudices or defeats the interests attributable to the States; and direct the relevant defendants to take the steps necessary to give effect to the States’ shareholding, including regularisation of the relevant shareholding records and instruments where necessary.
The claimant also asks for such further orders as the court may deem fit.
The supporting affidavit is deposed to by Solomon Oho, a legal practitioner and member of SPI-LAW, who states that the issues before the court are substantially documentary and arise from the approved privatisation framework, official correspondence, regulatory materials and decisions of the relevant institutions.
Five exhibits carry the case.
Exhibit A is the approval and resolutions of the National Council on Privatisation, said to have been made at its meeting in 2012, which the claimant states approved the framework governing the ownership and equity structure of the DisCos and made provision for determining the interests of State Governments based on the valuation of their actual investments and contributions.
Exhibit B is official correspondence from the Bureau of Public Enterprises, including a letter dated 15 January 2024 in which, according to the affidavit, the Bureau stated that unless otherwise directed by the National Council on Privatisation, it remained the custodian of the Federal Government’s interests in the DisCos.
Exhibit C is a letter and valuation report dated 11 April 2018, issued by NERC, on the investments and contributions of State Governments in the relevant DisCos. The claimant states that this valuation provides the basis for determining the interests attributable to the States under the NCP framework.
Exhibit D is an instrument said to have been issued on 10 January 2024 by the Honourable Minister of Finance and Coordinating Minister of the Economy, directing that MOFI assume responsibility for the ownership, control and management of the Federal Government’s equity interests in the DisCos.
Exhibit E is MOFI’s subsequent communication with the DisCos concerning the administration and management of those interests.
The affidavit states that the action is brought in the public interest to seek judicial interpretation of the applicable statutory and regulatory framework and to ensure proper accountability and implementation by the relevant public authorities. A separate affidavit of non-multiplicity of action states that neither the claimant nor anyone acting on its behalf has instituted any other action on the same subject matter, and that the deponent is unaware of any pending action between the same parties.
The written address submits that the Privatisation Act establishes a structured institutional framework in which the NCP formulates policy direction while implementation is carried out through designated statutory agencies, and that this structure reflects a legislative intention that privatisation of public assets is not undertaken arbitrarily but within a regulated, accountable and institutionally coordinated framework.
On that footing, counsel argue that the 2012 NCP resolutions are not mere administrative statements but the operative policy instrument through which the statutory framework is given practical effect in relation to the DisCos, and that where a statute establishes a governance framework operationalised through approved policy instruments, those instruments acquire binding force in guiding implementation.
The claimant relies on CIL Risk & Asset Management Ltd. v. Ekiti State Government (2020) 12 NWLR (Pt. 1738) 203, quoting the principle of legality that where an act fails to meet the requirements prescribed by law such that the non-compliance renders it devoid of legal effect, no legal consequences flow from it, and that where the law provides the mode or method of doing an act, that mode and no other must be strictly followed.
Applying that principle, the address contends that the framework in Exhibit A, read with sections 1 to 3 of the Privatisation Act, establishes a binding implementation structure governing State participation in the DisCos based on verified investments, and that the legal question is not whether the framework exists but whether it remains legally operative and binding on the Federal Government. Once the court affirms its legal status, counsel submit, implementation cannot be unilaterally altered by administrative instruments inconsistent with the statutory framework.
On the valuation, the address argues that the framework contemplated that State interests would be determined by reference to the value of their actual investments, so that Exhibit A provides the basis on which the interests were to be determined while Exhibit C provides the quantification, and the two must be read together.
Counsel are explicit that they are not asking the court to conduct a fresh valuation or substitute its own opinion for that of NERC. The valuation has already been undertaken; the question is its legal effect. Relying on Nigerian Bottling Company Ltd. v. NAFDAC (2005) 3 NWLR (Pt. 908) 500, they submit that a determination made by a competent statutory authority within its powers cannot simply be ignored while it subsists and has not been lawfully set aside, and that nothing before the court suggests the 2018 valuation has been withdrawn.
To hold otherwise, the address argues, would mean the process for determining State interests was carried out but its result left without effect, defeating the purpose for which the valuation was undertaken.
On the court’s power to grant the reliefs, counsel rely on Okeke v. Nwigene (2022) 3 NWLR (Pt. 1817) 313 on the inherent power of superior courts to make consequential orders necessary to give effect to their decisions, and on Globestar Engineering (Nig.) Ltd. v. Malle Holdings Ltd. (1999) 10 NWLR (Pt. 622) 270 on the duty of the court to ensure that its lawful orders are not rendered ineffective.
They stress that the orders sought would not require the court to undertake administrative functions. “The Court will merely determine the legal framework and require the relevant public authorities to act in accordance with their statutory and institutional responsibilities.”
The affidavit sets out an institutional disagreement that the claimant says makes judicial clarification necessary.
On one side are the steps taken by MOFI following the Finance Minister’s January 2024 directive that it assume responsibility for the ownership, control and management of the Federal Government’s DisCo equity, and its consequent communication with the companies.
On the other is the position taken by the BPE five days later, that unless otherwise directed by the National Council on Privatisation, it remained the custodian of those interests.
The claimant submits that the matter concerns not only the existence of the State interests reflected in the framework and valuation, but also the proper institutional implementation of the framework governing them.
In a statement signed by its Director of Media and Publicity, Sadiya B. Saleh, SPI-LAW described itself as committed to promoting justice, good governance, the rule of law, accountability and human rights through strategic public interest litigation, advocacy, research and policy engagement.
The statement puts the suit in broader terms than the summons, saying the action asks the court to determine whether the valuation and transfer of the DisCos complied with the Constitution, the Electric Power Sector Reform Act and other extant laws; whether the privatisation exercise met the constitutional and statutory thresholds of transparency, accountability and due process; and whether the present ownership and operational framework of the DisCos promotes the public good and protects consumers.
It also lists among the reliefs an order directing an independent and transparent audit of the valuation and ownership structure of the DisCos, and names the 11 Electricity Distribution Companies among the defendants.
The organisation said it would keep the public informed as proceedings continue.
Thirteen years after the handover of the distribution companies, the suit puts a question to the court that the privatisation process left unanswered: whether the equity that State Governments were told their infrastructure contributions had earned them exists in law, and if so, who is obliged to give it effect.
The claim is narrower and more disciplined than the press statement suggests, and that is its strength. It does not seek to unwind the privatisation. It asks the court to hold that a 2012 NCP resolution is part of the operative statutory framework rather than a discarded policy note, that a 2018 NERC valuation which no one has set aside must be given effect while it subsists, and that neither MOFI nor the BPE can deal with the Federal Government’s holding in a way that defeats whatever interest those two documents created. Framed that way, the case turns on documents and interpretation rather than on evidence, which is precisely what an originating summons is for.
Three difficulties will decide it.
The first is standing. SPI-LAW is not a State Government, and the interests it asks the court to protect belong to States that are not before the court. The defendants are likely to say that a public interest body cannot enforce a commercial entitlement on behalf of parties who have not asserted it themselves. The claimant’s answer, that the suit seeks interpretation of a statutory framework rather than enforcement of a private right, will be tested early.
The second is whether an NCP resolution can bear the legal weight placed on it. The CIL Risk principle governs the mode of exercising a statutory power; extending it so that a Council resolution becomes binding on the Federal Government’s later dealings with its own shares is a real step, and it is the step the whole case rests on.
The third is delay. The framework is from 2012 and the valuation from 2018, and the MOFI directive is now more than two years old. Expect arguments on laches and on whether declaratory relief is still useful.
The MOFI-BPE disagreement is the part of the case that will interest the sector most. Two federal institutions took contradictory positions in writing, five days apart, about who holds the government’s equity in eleven companies, and, on the claimant’s account, that question has never been formally resolved. Whatever the court decides about the States, a ruling on custody alone would settle something the power sector has been operating around since January 2024.
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