Professor Paul Idornigie

PhD, FCIS, MCIArb, ( UK)

Professor Paul Idornigie is a Senior Legal Consultant at Crestle Zanders. He is an internationally acclaimed specialist in Alternative Dispute Resolution, Public Private Partnerships, power and infrastructure transactions and regulation. He brings his immense wealth of experience to our Energy Regulatory, Infrastructure, PPP Regulation and Financing, FDI and Restructuring, Energy Transactions and Advisory, and Arbitration practices which advise governments, public utilities, investors and lenders on power, infrastructure, oil and gas and mining projects, transactions and financing.

Professor Idornigie is a seasoned transactions lawyer. He has led the legal teams that advised on the transactions with some of the highest profiles in the history of Nigeria and by extension Africa, including the sale of government’s interest in Nigeria’s state telecommunication corporation, petrochemicals company, insurance company and aluminium smelter company, and the concessioning of the national iron ore mining company, steel rolling company, airports and seaports infrastructure.

He occupies the SMA Belgore Distinguished Professor of Law Chair, and is Head, Department of Alternative Dispute Resolution, at the Nigerian Institute of Advanced Legal Studies, Supreme Court of Nigeria Complex, Abuja. He was formerly at the Bureau of Public Enterprises (BPE) at the National Secretariat of the National Council on Privatization of Nigeria where he was a World Bank/Department for International Development Adviser (Consultant) and General Counsel/Head of Secretariat. In this capacity, he was the Legal Adviser to BPE and thus was involved in the drafting and negotiations for the privatization, commercialization and concession transactions and conversant with infrastructure regulation.

Professor Idornigie was involved in the drafting of the laws for the reform of the Nigerian transport, petroleum and power sectors. When the Oil and Gas Implementation Committee (OGIC) set up by the National Council on Privatization produced the first draft of the Oil and Gas Policy and the Petroleum Industry Bill, he reviewed and wrote a legal opinion on the entire drafts before they were presented to the National Council on Privatization in 2005. This was the first bill that later metamorphosed into the Petroleum Industry Bill (PIB) 2012 which is currently before the National Assembly.

Following the passage of the Electric Power Sector Reform Act of March 11, 2005, he was involved in the unbundling and corporatisation of Nigeria’s electric utility, the former National Electric Power Authority (NEPA). He supervised the creation of the Power Holding Company of Nigeria Plc and its successors (one transmission company, six generation companies and 11 distribution companies) and actually drafted the Management Contract in respect of the Transmission Company of Nigeria Plc before further action was stayed on the privatization of the successor companies in 2008. He also drafted all the gazettes for the transfer of assets and liabilities of the National Electric Power Authority to the Power Holding Company of Nigeria Plc and thence to the successor companies. He was involved in the negotiation and drafting of the lease agreements (concession) of the Nigerian ports in Lagos, Port Harcourt, Calabar and Warri.

He wrote legal opinions on various areas of reform and restructuring of the key sectors of the Nigerian economy. He is conversant with the World Bank procurement processes and procedures and that of the Bureau of Public Procurement and other applicable procurement legislations and regulations in Nigeria. He advises on the provisions of the Infrastructure Regulatory Commission Act, 2005, the National Policy on Public Private Partnerships (PPP) and the regulations issued by the Infrastructure Concession Regulatory Commission, Abuja. He has conducted several arbitrations, mediations and other negotiations. He has appeared before arbitral tribunals as Counsel.

Professor Idornigie holds a doctorate degree in International Commercial Arbitration, is a Fellow of the Institute of Chartered Secretaries and Administrators (London), a Member of the Chartered Institute of Arbitrators (UK), Member, London Court of International Arbitration, a Barrister and Solicitor of the Supreme Court of Nigeria, Member, International Bar Association and Commonwealth Lawyers Association. He attended Anglia Ruskin University, Chelmsford, Essex, UK, the University of Jos, Nigeria and the Nigerian Law School, Lagos, Nigeria.

Selected representative transactions and matters Read more Hide

Transactions Experience in BPE as Deputy Director/General Counsel

  • Represented the Bureau at the negotiation and drafting of the SOLGAS/Ajaokuta Steel Rolling Mill Concession Contract for the concessioning of Ajaokuta Steel Company Ltd, Ajaokuta, Kogi State, Nigeria.
  • Prepared the documents for the conversion of Abuja Stock Exchange to Abuja Stock and Commodities Exchange.
  • Involved in the drafting of the Federal Competition Commission and Consumer Protection Bill which is still before the National Assembly.
  • Vetted and reviewed the following federal bills in Nigeria: Mines and Minerals Bill, the National Transport Commission Bill, the Ports and Harbours Bill, the Petroleum Industry Bill, the Nigerian Inland Waterways Bill, the Nigerian Railway Corporation Bill, the Federal Roads Authority Bill and Postal Sector Reform Bill – all these are Bills promoted by the Bureau of Public Enterprises and are at various stages of passage into law.
  • Involved in the re-registration and conversion of private companies limited by shares to public limited companies for purposes of inviting the public to subscribe for their shares and debentures.
  • Represented the Bureau in the negotiation and drafting of the Shareholders Restructuring Agreement that led to the termination of the five Formation Agreements between the Federal Government of Nigeria and Ferrostaal AG of Germany in connection with the Aluminium Smelter Company of Nigeria (ALSCON). The investment was worth over N3.0 billion.
  • Was on the team led by the Director General that was involved in negotiating and led the Nigerian team that drafted the Shareholders Restructuring Agreement between the Federal Government of Nigeria and Reynolds International Inc of America in connection with ALSCON.
  • On passage of the new Privatization Bill in 2003, was involved in highlighting the defects in the bill that would impede the privatization exercise. The Bill was not signed into law.
  • As the Head of the Council Secretariat, assisted the Director General in covering the meetings of the National Council on Privatization (NCP). This includes drafting memos for the Council, preparing the notice of meeting and agenda and writing the minutes.
  • Acted in various capacities in connection with the re-structuring and getting enterprises ready for privatization and thus conversant with various modes of privatization – various forms of public/private partnership (BOT, BOOT, etc), liquidation, asset sale, sale by offer of shares, corporatizing state owned enterprises prior to commercialization, etc.
  • Was on the Committee of Inspection for the liquidation of the Nigeria Airways.
  • Was involved in the negotiation and drafting of the Concession/Lease Agreements in respect of the Ports in Apapa, Tin Can Island, Port Harcourt, Calabar and Warri, the Central Rail at Itakpe, Kogi State and the Abuja International Airport. On the whole, negotiated and drafted over thirty Concession Agreements. They are essentially ROT and BOT Contracts.
  • Led the BPE team that negotiated the drafting of the Concession Agreement between the Federal Government of Nigeria and Global Infrastructure Limited in respect of the National Iron Ore Mining Company Ltd, Itakpe until the assignment was taken over by the Ministry of Power and Steel.
  • Led the BPE team that negotiated the sale of Aluminium Smelting Company Ltd (ALSCON) to RUSAL of Russia. Drafted various Policy Papers and laws.
  • Served as a Director in Aluminium Smelter Company Ltd, Ikot Abasi, Akwa Ibom State and NICON Insurance Corporation, Abuja.
  • Worked closely with the World Bank in the implementation of the Privatization Support Policy to the Federal Government of Nigeria; conversant with the World Bank procurement methods.
  • Worked closely with the International Finance Corporation (IFC) in the concessioning of the Abuja Airport as a pilot programme. The IFC acted as Advisers to BPE.
  • Was on the team at BPE that worked on its being made a Public/Private Partnership Resource Centre for the implementation of the Infrastructure Concession Regulatory Commission Act of 2005. Under the provisions of this Act, Federal Government Ministries, Departments and Corporations are empowered to carry out PPPs. Was fully involved in this process.
  • Represented BPE in the negotiation and drafting of the sale of 51% equity of the FGN in Nigerian Telecommunications Plc (NITEL) to Transcorp.
  • Represented BPE in the negotiation and drafting of the sale of part of FGN equities in Eleme Petrochemicals Company Ltd, Port Harcourt; NICON Insurance Plc, Nrimsco Properties Ltd (Owners of Hilton Hotel Ltd) and all the privatization transactions conducted between August 2004 and February 2009.
  • Was involved in the drafting of the Privatization Procedures Manual that clearly provides for how transactions are commenced, sequenced and concluded. He personally wrote the aspect dealing with ‘Guided Liquidation’.
  • Prepared various Transaction Documents (Information Memorandum, Non-Disclosure and Confidential Agreement, Request for Proposals, Share Purchase Agreement, Shareholders Agreement, various types of Concession Agreements and Asset Sale Agreement.

Public Private Partnerships

  • Was Consultant on PPP in the PPP Unit of the Federal Ministry of Works/Housing under the World Bank Support Programme for Roads.In this capacity, reviewed the Guto-Bagana Concession Agreement and the Second Niger Bridge Concession and recommended their termination because the process towards their conclusion was defective and the concession agreements not properly drafted.
  • Re-drafted and re-negotiated the Lagos-Ibadan Expressway Concession Agreement which was signed in September 2009 and prepared the transaction documents (advertisement for Expression of Interest [EOI], Non-Disclosure and Confidentiality Agreement and Contracts) for transaction advisory services for the Abuja/Kaduna/Kano Road, Sagamu/Benin/Asaba Road and Lagos/Badagary/Seme Road.
  • Consultant to TSI Property and Investment Holdings Limited, Port Harcourt, Rivers State of Nigeria (TSI) in respect of the Rivers State Monorail Project. The Project is a public-private partnership (PPP) between TSI and the Rivers State Government for the provision of monorail in Port Harcourt, Rivers.
  • As Legal Consultant to the Federal Ministry of Works, Housing and Urban Development on public-private partnership (PPP), was involved in the drafting and negotiation of the Lagos-Ibadan Expressway Concession Agreement and the preparation of the Shagamu-Benin-Asaba, Abuja- Kaduna-Kano and Lagos-Badagary- Seme roads for PPP transaction documents.

Ports Infrastructure Concession

  • Was engaged as a Consultant on PPP by the Infrastructure Concession Regulatory Commission to review the over twenty-four (24) lease agreements in respect of the port terminals in Lagos, Calabar, Warri and Port Harcourt.

Oil and Gas

  • When the Oil and Gas Implementation Committee (OGIC) set up by the National Council on Privatization (NCP) produced the first draft of the Oil and Gas Policy and the Petroleum Industry Bill, reviewed it and wrote a legal opinion on it before the Policy and Bill were presented to the National Council on Privatization in 2005. This was the first bill that later metamorphosed into the Petroleum Industry Bill (PIB) 2012 before the National Assembly.
  • Conversant with the provisions of the legal regime regulating the petroleum industry, namely:
    The Constitution of the Federal Republic of Nigeria, 1999 (s44(3)
    Petroleum Act, Cap C10, LFN 2004 (with its Schedules and Regulations)
    The NNPC Act, Cap N123, LFN, 2004
    Petroleum Profits Tax Act, Cap P13, LFN 2004 (with its Schedules)
    Companies Income Tax Act, Cap C21, LFN, 2004
    The Deep Offshore and Inland Basic Production Sharing Contracts Act, Cap D3, LFN, 2004
    The Deep Offshore Back-in Regulations
  • Reviewed the International Chamber of Commerce (ICC) Arbitral Proceedings between Shell Nigeria Ultra Deep Company Ltd and Malabu Oil and Gas Limited in respect of OPL245. Also reviewed the cases filed by Zebra Energy Ltd and Oil and Gas Nigeria Limited in respect of OPLs 248 and 249 respectively.
  • Acted as Legal Consultant to the arbitral proceedings in respect of OPL 245 between Shell Nigeria Ultra Deep Company Ltd and NNPC. In the course of participation in the arbitral proceedings, reviewed the Production Sharing Contract between NNPC and Shell Nigeria Ultra Deep Company Ltd and the Escrow Agreement entered into by the parties.
  • Have drafted and reviewed various Joint Venture Agreements (JVAs) in the oil and gas sector and in public-private partnership transactions.