Majority shareholders and directors of the foremost civil engineering firm, Solel Boneh have been sued over their alleged mismanagement of the firm to the detriment of the minority shareholders.
The minority shareholders, in a petition filed before the Federal High Court in Abuja, accused the majority shareholders/directors of running Solel Boneh aground by surreptitiously diverting its assets and businesses to other companies which they exclusively control.
The affected shareholders/directors are: Musa Nakhla, Adedayo Odeyemi, Shari Arison, Natty Saidoff, and Adamu Safuratu Idowu, the Company Secretary, who are listed among the respondents.
Also sued 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).
The petition, marked: FHC/ABJ/PET/38/2022 was filed by Adewusi Godwin Olatunji, Akin-Deko Olanrewaju and Akin-Deko Adegboyega, who are suing as administrators of the estate of the late High Chief Gabriel Akin-Deko.
The petitioners stated High Chief Akin-Deko, who was a Minister of Agriculture and Natural Resources in the defunct Wester Region, facilitated the incorporation of Solel Boneh in Nigeria after he left office, and in which he held 30 percent equity and served as Chairman for about 20 years until his death in 1987.
The petitioners further stated, in court documents, that before the deceased’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.
It is their case that the 1st to 4th respondents – Reynolds Construction Co., Reynolds Construction Company, Shikun & Binui Solel Boneh and SBI International Holdings, together with the 6th, 8th to 12th respondents – Nakhla, Odeyemi, Idowu, C & D (Nigeria) Ltd, Arison and Saidoff – “conspired to acquire the shares and assets of the 5th respondent (Solel Boneh) for their benefit by whatever means necessary.”
The petitioners added that the 1st 4th respondents along with the 6th, 8th to 12th respondents “have run the affairs of the 5th respondent in an unlawful and unfairly prejudicial manner, without proper oversight of the 7th respondent (CAC),” with the effect of transferring the shares and assets of the company to the 1st and 2nd respondents (Reynolds Construction Co and Reynolds Construction Company).
They are contending 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.”
They stated that the 1st and 2nd respondents are confusingly similar and were allegedly incorporated by the 4th respondent “ostensibly to conceal the co-mingling of the assets, goodwill and resources of the company (Solel Boneh) perpetuated by the 1st to 4th, 6th and 8th respondents.”
The petitioners want an order, compelling the 1st to 4th, 6th, and the 8th to 12th respondents to purchase their entire shares in Solel Boneh for N2billion 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, but for the unfairly prejudicial and oppressive conduct of the 1st to 4th, 6th, and the 8th to 12th respondents.
They also seek a consequential order directing that the N2billion 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, Justice Donatus Okorowo 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