Court vacates Otudeko-backed suit to halt FBN Holdings 12th AGM

A federal high court in Lagos has vacated a suit seeking to prevent the 12th annual general meeting (AGM) of FBN Holdings, saying it lacks the jurisdiction to entertain the lawsuit, which has become “an academic exercise”.

According to the court, a suit becomes academic when the questions placed before it for determination are no longer live issues in the subject matter of the suit because it is spent and the successful party cannot obtain any right or benefit.

The lawsuit was filed by Tohir Folorunsho Ismaila, an aggrieved shareholder (the petitioner/respondent), against FBN Holdings (respondent/applicant), according to court documents dated September 12 seen by TheCable.

In previous rulings on the matter, the court, presided over by Akintayo Aluko, a judge, granted two interim orders restraining the firm from holding the AGM pending the determination of the suit.

However, Ismaila approached the court via a petition dated August 9, challenging the illegal and discriminatory actions of FBN Holdings, which he claimed directly affected his rights and interests as a shareholder.

Among other issues in his petition, he accused the respondent of planning to hold a virtual AGM at a non-disclosed venue on August 22, faulting the procedure of calling for the meeting.

The petitioner also raised concerns on whether the 12th AGM was properly convened on the order of the board of directors in the “face of allegation that they were not lawfully appointed as directors”.

“It is about whether persons whose directorships are being questioned are entitled to sit and plot the affairs of the 12th Annual General Meeting,” Ismaila said.

He said the proposed virtual meeting is orchestrated by those who “control the affairs of the respondent purposely to discriminate against, oppress the minority shareholders’, praying the court to grant a restraining order to stop the bank from holding the event.

However, in its preliminary objection filed by Babajide Koku, its lawyer, FBN Holdings said the crux of the petition before the court (the 12th AGM) has been cancelled, therefore the reliefs sought by the petitioner have become otiose.

Koku said no wrong has manifested that requires a remedy, hence there is nothing before the court for determination.

In his ruling, Deinde Dipeolu, the judge, agreed with FBN Holdings and held that the bank had contended in its submissions that no AGM was scheduled for August 22, adding that the event, rescheduled for September 3, has also been cancelled.

“The notice of Cancellation of the 12th Annual General Meeting has been posted on the Nigerian Exchange (NGX) Portal on 26th August, 2024 and published in the Punch Newspaper and Leadership Newspaper of 27th August, 2024. The said copies of the publication on the NGX Portal, Punch newspaper and Leadership Newspaper and letter of cancellation of the meeting are exhibited as POT, PO2, PO3 and PO4 respectively,” the Dipeolu.

“In the instant suit, the Learned Silk for the Respondent has vehemently maintained that the Petition before this suit has outlived its usefulness and as such has become academic, which I agree with.

“In light of all of the foregoing, this Court now lacks the jurisdiction to entertain this suit as it is currently constituted.”

Dipeolu said the court does not have the liberty to embark on an academic discovery.

OTUDEKO’S INVISIBLE HAND IN FBN HOLDINGS’ AGM CONTROVERSIES

TheCable understands that the petitioner is connected to the investment camp of Oba Otudeko, a businessman and former chairman of FBN Holdings.

Otudeko is said to be making surreptitious moves through proxies to prevent the bank’s AGMs in a desperate bid to regain control from Femi Otedola, its current chairman.

On August 11, 2023, controversy had trailed the 11th AGM of the holding company after a federal high court in Lagos restrained the financial institution from organising the meeting.

The suit was filed by three stakeholders of the company namely; Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi, and Ogundiran Emmanuel Adejare.

Before this, a separate group of stakeholders was said to have secured a court order in July last year, restraining the company from holding the AGM.

The issue forced some shareholders who were against the court order to protest at the head office of the company in Marina, Lagos.

During the demonstration, the protesters carried placards with the inscriptions: ‘Oba Otudeko, First Bank is not your property, and ‘First Bank is Greater than you, Otudeko’.

The shareholders alleged that Otudeko was behind the plan to halt the company’s AGM.