Stewardship, Not Seizure: What Union Bank Case Is Really About

There is a particular genre of financial commentary that mistakes legal process for
a factual verdict. A court delivers a first-instance ruling, procedural questions are
raised, and before the ink is dry on the appeal filing, the narrative has already
hardened: the regulator overreached, investor confidence is shattered, and
Nigeria’s financial governance is on trial before the world. Much of the
commentary currently circulating about Union Bank of Nigeria belongs to that
genre. It is not without merit on certain procedural questions. But it is, at its core,
incomplete — and incompleteness in financial journalism carries costs that run
well beyond the column.
The Acquisition That Started Everything
In 2022, Titan Trust Bank Limited, then chaired by Mr Tunde Lemo, acquired
approximately 94 per cent of Union Bank of Nigeria through two Dubai-registered
entities: Luxis International DMCC, promoted by Mr Rahul Savara, and Mr
Cornelius Vink’s Magna International DMCC, both linked to the Tropical General
Investments (TGI) Group. The US$300 million transaction was financed
predominantly through an Afreximbank facility. The CBN’s policy is unambiguous:
borrowed funds may not be used to acquire shares in a licensed financial
institution. That principle exists because debt-funded acquisitions hollow out the
very capital base they purport to build.
That is precisely what happened. A forensic audit found that the Afreximbank loan
was ultimately reflected in Union Bank’s own books, with no hedging
arrangements against naira depreciation. As the currency weakened, revaluation
losses intensified, the capital adequacy ratio deteriorated into negative territory,
non-performing loan exposure increased significantly, and a substantial capital
shortfall emerged. Critically, as stated in the Bank’s own Notice of Appeal, a
special examination was conducted, and its findings were formally presented to
former Managing Director Mudassir Amray and the board then chaired by Farouk
Gumel, who were confronted with the institution’s grave financial condition and
continuing regulatory infractions. The claim that the CBN acted without evidence
before dissolving the board is, on the record, simply not accurate.
The Legal Picture
The CBN acted under Section 34 of BOFIA 2020 and Section 52 of the CBN Act
2007 — broad discretionary executive powers that do not require a special
examination as a condition precedent. The Federal High Court’s characterisation
of those powers as quasi-judicial is itself among the central questions now on
appeal. Both the CBN and Union Bank have filed formal appeals. Union Bank’s
own Notice of Appeal, filed the day after judgment on thirteen grounds and argued
by Olaniwun Ajayi LP, challenges the ruling on several fronts: that the
respondents may never have had locus standi to sue in the first place, under the
rule in Foss v. Harbottle; that the application was filed nearly two years after the
January 2024 events, well outside the prescribed three-month limitation window;
and that the CBN-supervised recapitalisation exercise, mandated under Section 9
of BOFIA, cannot constitute evidence of bad faith. These are not technicalities.
They are substantive questions of law that the Court of Appeal must now
determine.The Human Stakes and the Real Question
Behind the legal arguments sit approximately 7.8 million depositors and around
6,450 employees across 281 branches. Union Bank’s own affidavit describes it as a
systemically important institution in a precarious financial situation, continuing to
rely on CBN forbearance for its existence — a frank admission that validates,
rather than undermines, the case for intervention. Meanwhile, critics argue the
dispute damages investor confidence. The wider evidence does not support that
conclusion. By April 2026, thirty-three Nigerian banks had raised N4.65 trillion
under the CBN’s recapitalisation framework — over ten times the 2004 to 2005
consolidation figure. The Nigerian Exchange All-Share Index rose approximately
29 per cent in the first quarter of 2026 alone. The market has read the CBN’s
resolve as stability, not recklessness. Conflating this case with a systemic
confidence crisis runs the risk of misleading the very international investors the
commentary claims to be protecting.
The structural vulnerability at the centre of this dispute originates not with the
regulator but with an acquisition financed with borrowed funds, loaded onto the
acquired institution’s balance sheet, and left unhedged against exchange-rate
risk. When the CBN stepped in, it was doing what central banks everywhere are
expected to do. When Union Bank’s own legally constituted board subsequently
filed its own appeal, it was signalling what a properly constituted governance
structure recognises as being in the institution’s best interests. Nigeria’s
appellate courts — not the court of commentary — are the appropriate arena for
resolution.
Union Bank of Nigeria is a 109-year-old institution serving nearly eight million
depositors. It is not being dismantled. It is being stabilised under active regulatory
supervision, with operations intact and depositors protected. In the language of
institutional governance, that is called stewardship. The commentary that
mistakes it for anything else does the institution, its depositors, and Nigeria’s
financial governance narrative a disservice that will outlast the headlines.

*Bala Rabiu, writes from Kano