The Central Bank of Nigeria (CBN) has filed an appeal against the judgment of the Federal High Court, Lagos Division, which voided its takeover of Union Bank of Nigeria Plc and ordered the reinstatement of the bank’s former board of directors.
The March 25, 2026 ruling, delivered by Justice Chukwujekwu Aneke, held that the apex bank acted beyond its statutory powers in dissolving the board and management of Union Bank.
In response, the CBN has engaged a formidable legal team of Senior Advocates of Nigeria (SANs) to prosecute the appeal, led by Yusuf Ali, SAN.
Other members of the team include Kemi Pinheiro, SAN; Tunde Fagbohunlu, SAN; Uche Val Obi, SAN; and Chukwudi Enebeli, SAN.
The appeal, filed on March 26, 2026, raises 11 grounds challenging the lower court’s decision in its entirety.
The CBN contended that it acted within its statutory authority under the Central Bank of Nigeria Act and the Banks and Other Financial Institutions Act (BOFIA) 2020 to intervene in Union Bank’s affairs due to severe financial distress.
The apex bank argued that evidence before the trial court showed that, at the time of intervention, Union Bank had a negative capital adequacy ratio, a capital shortfall exceeding ₦224 billion, and high levels of non-performing loans, thereby justifying regulatory action to safeguard the banking system.
The CBN further maintained that Section 34 of BOFIA empowers the Governor to remove directors and officers of a bank in critical condition, while Section 51 protects actions taken in good faith in the discharge of statutory duties.
It argued that the lower court failed to correctly interpret these provisions, resulting in a miscarriage of justice.
According to the apex bank, the judgment erroneously declared its actions unlawful, ultra vires, and unconstitutional, and wrongly nullified the acts of the management it appointed, including board decisions and administrative actions, without establishing a legal basis for the reinstatement of the former board.
In addition to the appeal, the CBN filed a motion on notice seeking a stay of execution of the Federal High Court judgment pending the determination of the appeal.
The motion asks the court to restrain the reinstated directors and other respondents from taking control of Union Bank, interfering with its management and operations, convening board or management meetings, or altering governance structures.
It also seeks to prevent the respondents from engaging in media publicity or actions that could destabilize the bank, and requests an order directing all parties to maintain the status quo pending the resolution of the appeal.
The respondents in the appeal include Titan Trust Bank Limited, Luxis International DMCC, Magna International DMCC, and several former directors of Union Bank, including Bayo Adeleke and Yetunde Oni.
They had approached the Federal High Court as ultimate beneficiaries of Union Bank shares, challenging the CBN’s intervention.
In an affidavit supporting the stay application, the CBN warned that execution of the judgment could disrupt Union Bank’s governance and operations, undermine public confidence in the banking sector, and create systemic risk.
The apex bank emphasized that the appeal raises substantial questions of law regarding the scope of its regulatory powers, and that failure to grant a stay could render the appeal nugatory.
It argued that preserving the status quo is critical to ensuring stability in the banking sector and allowing the appellate court to properly adjudicate a case that could have far-reaching implications for regulatory authority under Nigeria’s banking laws.
