Minority shareholders in Solel Boneh, an Israeli civil engineering company, have sued majority shareholders and directors for allegedly mismanaging the company.
The minority shareholders, in a petition filed before the federal high court in Abuja, accused the majority shareholders and directors of allegedly running Solel Boneh aground by surreptitiously diverting its assets and businesses to other companies which they exclusively control.
Shareholders/directors cited as respondents in the petition include Musa Nakhla, Adedayo Odeyemi, Shari Arison, Natty Saidoff, as well as Adamu Safuratu Idowu, the company secretary.
Others are Reynolds Construction Co. Ltd, Reynolds Construction Company Limited, Shikun & Binui Solel Boneh, SBI International Holdings AG, C & D (Nigeria) Limited and the Corporate Affairs Commission (CAC).
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The petition marked FHC/ABJ/PET/38/2022 was filed by Adewusi Godwin Olatunji, Akin-Deko Olanrewaju and Akin-Deko Adegboyega in their capacity as administrators of the estate of Gabriel Akin-Deko, late minister of agriculture and natural resources in the defunct Western Region.
The petitioners said Akin-Deko facilitated the incorporation of Solel Boneh in Nigeria after he left office, held a 30 percent equity stake in the company and served as chairman for about 20 years until his death in 1987.
The petitioners, in court documents, said that before Akin-Deko’s death, his 30 percent shares in Solel Boneh and his interest in the company devolved on them as a matter of share transmission under the company law.
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The petitioners contend that Solel Boneh was never wound up properly as required by law or at all, but that the 1st to 4th, 6th, and the 8th to 12th respondents rendered the company “inactive” as a result of the “unlawful misappropriation of the assets, goodwill and contracts of the company in the construction industry and the co-mingling of the same with the affairs of other companies, including the 1st and 2nd respondents, to the detriment of the interests of the petitioners in the company.”
The petitioners are seeking an order to compel the 1st to 4th, 6th, and the 8th to 12th respondents to purchase their entire shares in Solel Boneh for N2 billion in view of “the missed opportunities of capital appreciation and returns on investment due to the years of misappropriation, co-mingling and oppressive conducts and the profits that the petitioners could have made over the years.”
They also seek a consequential order directing that the N2 billion payable for the purchase of the shares of the petitioners “shall be paid jointly and severally by the 1st to 4th, 6th, and the 8th to12th respondents to the petitioners within three days from the date of judgment, and upon default, with interest at the prevailing bank rate.”
On March 14, Donatus Okorowo, a justice of the federal high court, Abuja granted the petitioners’ motion ex-parte for substituted service of the petition and other processes in the case on the 3rd, 4th, 11th and 12th respondents (namely Shikun & Binui Solel Boneh, SBI International Holdings, Arison and Saidoff at their last known addresses in Israel, Switzerland, and USA.
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The matter is still in court.
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