There is a particular genre of financial commentary that mistakes legal process for 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 hardens: 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. Some of it raises legitimate procedural questions. But at its core, it remains incomplete — and incompleteness in financial journalism carries consequences far beyond a single column.
The story begins with the 2022 acquisition of Union Bank of Nigeria by Titan Trust Bank Limited, then chaired by Mr Tunde Lemo. Titan acquired approximately 94 per cent of Union Bank through two Dubai-registered entities — Luxis International DMCC, promoted by Mr Rahul Savara, and Magna International DMCC, linked to Mr Cornelius Vink — both associated with the Tropical General Investments (TGI) Group. The transaction, valued at roughly US$300 million, was financed predominantly through an Afreximbank facility. That financing structure sits at the heart of the dispute. The Central Bank of Nigeria’s policy is explicit: borrowed funds are not to be used to acquire shares in a licensed financial institution. The reasoning is straightforward. Debt-funded acquisitions can erode the capital base of the very institution being acquired, weakening rather than strengthening its financial foundation.
According to the findings of a forensic audit, that concern became reality. The Afreximbank facility was ultimately reflected in Union Bank’s own books, while no effective hedging arrangements were put in place to mitigate exposure to naira depreciation. As the currency weakened, the consequences intensified. Revaluation losses mounted, the bank’s capital adequacy ratio reportedly slipped into negative territory, non-performing loan exposure rose materially, and a substantial capital shortfall emerged. Significantly, Union Bank’s own Notice of Appeal acknowledges that a special examination was carried out and that its findings were formally presented to former Managing Director Mudassir Amray and the board chaired at the time by Farouk Gumel. Those findings reportedly detailed the institution’s deteriorating financial condition and continuing regulatory breaches. Against that record, the claim that the CBN acted without evidence before dissolving the board does not appear sustainable.
Legally, the dispute now turns on the scope of the CBN’s statutory powers. The regulator acted under Section 34 of BOFIA 2020 and Section 52 of the CBN Act 2007 — provisions that grant broad discretionary executive authority and do not expressly require a special examination as a condition precedent for intervention. The Federal High Court’s treatment of those powers as quasi-judicial is itself now one of the central issues before the appellate court. Both the CBN and Union Bank have filed formal appeals. Union Bank’s own Notice of Appeal, filed the day after the judgment and argued by Olaniwun Ajayi LP on thirteen grounds, challenges the decision on several substantive legal bases: whether the respondents had locus standi to sue at all under the rule in Foss v. Harbottle; whether the application was statute-barred, having been filed nearly two years after the January 2024 events and outside the prescribed three-month limitation period; and whether the CBN-supervised recapitalisation process mandated under Section 9 of BOFIA can reasonably be construed as evidence of bad faith. These are not procedural footnotes. They are central legal questions now awaiting determination by the Court of Appeal.
Beyond the courtroom, however, lie the real stakes. Union Bank serves approximately 7.8 million depositors and employs around 6,450 people across 281 branches nationwide. In its own affidavit, the bank describes itself as a systemically important institution in a precarious financial position, continuing to rely on CBN forbearance to remain viable. That is not an argument against intervention; it is, in many respects, the strongest argument for it. Critics have argued that the dispute has damaged investor confidence in Nigeria’s banking system. Yet broader market evidence points in a different direction. By April 2026, thirty-three Nigerian banks had collectively raised ₦4.65 trillion under the CBN’s recapitalisation framework — more than ten times the amount recorded during the 2004–2005 consolidation era. Over the same period, the Nigerian Exchange All-Share Index rose by approximately 29 per cent in the first quarter of 2026 alone. Markets, by and large, appear to have interpreted the CBN’s actions as a sign of regulatory resolve and institutional stability, not recklessness. To frame this case as evidence of systemic collapse risks misleading the very international investors such commentary claims to reassure.
At the centre of the Union Bank dispute is a structural vulnerability created not by the regulator, but by an acquisition financed with borrowed funds, transferred onto the acquired institution’s balance sheet, and left exposed to exchange-rate risk without adequate protection. When the CBN intervened, it was acting in a manner consistent with what central banks are expected to do when confronted with a systemically important institution facing serious prudential risk. When Union Bank’s own legally constituted board subsequently filed its own appeal, it reflected a governance structure acting in what it believes to be the bank’s best interests under law. The appropriate forum for resolving the disagreement is therefore Nigeria’s appellate courts — not the court of public commentary.
Union Bank of Nigeria is a 109-year-old institution serving nearly eight million depositors. It is not being dismantled. Its operations continue. Depositors remain protected. It is being stabilised under active regulatory supervision while the legal process runs its course. In the language of institutional governance, that is called stewardship. To mistake it for seizure is to misread both the facts and the function of regulation. And commentary that does so risks doing a lasting disservice not only to Union Bank and its customers, but also to Nigeria’s wider financial governance narrative.
Bala Rabiu writes from Kano.
