The Estate of late High Chief Gabriel Akin-Deko, a former minister in the old Western Region and reported 30 per cent shareholder in Solel Boneh Nigeria Limited (SBN), is seeking compensation over allegations that the construction company’s assets and business interests were transferred to Reynolds Construction Company (Nigeria) Limited (RCC), reducing the value of its investment.

The dispute, now before the Federal High Court in Abuja, centres on the ownership and transfer of assets between companies with separate corporate histories.

It also raises wider questions about corporate accountability and the protection of minority shareholders.

The estate, represented by Sholias LP, is seeking the purchase of its shares at a fair value.

The court has referred the matter to alternative dispute resolution (ADR), with an initial meeting between the parties and a mediator expected to take place.

The petition, filed in May 2022 under Suit No. FHC/ABJ/PET/38/2022, names RCC, companies linked to the wider Solel Boneh group—including Shikun & ĺiness figures Shari Arison and Naty Saidoff, among the respondents.

Several respondents are represented by Akin Onigbinde, SAN, Chambers.

The allegations have not been established by the court, and the respondents’ positions on the substantive claims require clarification.

Separate corporate histories

The estate’s case depends in part on its contention that SBN and RCC developed along separate corporate paths.

The petitioners have also questioned the existence of two active corporate registrations bearing the name Reynolds Construction Company.

They are seeking clarification of the entities’ identities, ownership structures and roles in the transactions under dispute.

Those details could help establish which entities owned or controlled the assets in question, how the assets may have moved between companies and whether any obligations are owed to SBN shareholders.

SBN’s history dates to 1956, when the government of the former Western Region, led by Chief Obafemi Awolowo, and Israeli interests established Nigersol Construction Company through their respective representative organisations.

The company later participated in infrastructure and industrial development across the region.

Following the military takeover of 1966 and subsequent political changes, Nigersol gave way to Solel Boneh Nigeria Limited, established in 1969 by Solel Boneh Overseas and Harbour Works, with operations based in Ibadan.

Akin-Deko, a British-trained building contractor who later entered politics, became the Nigerian partner.

According to the estate’s account, he later acquired a reported 30 per cent shareholding amid Nigeria’s indigenisation policies of the 1970s.

RCC had a separate commercial history.

Its origins were associated with the Calabar–Ikom Road contract in the late 1960s, awarded to the American consortium Reynolds, Brezina and Brown.

The company later operated from Trans-Ekulu, Enugu, under a board that included Chief Samuel Fadahunsi.

The estate argues that these distinctions are important in determining whether assets belonging to SBN were later transferred to, or placed under the control of, RCC, and whether those transactions affected SBN shareholders.

Assets at the centre of the dispute

The dispute intensified after Akin-Deko’s death in 1987.

The petitioners allege that changes in the ownership and corporate structure of the wider Solel Boneh group during the 1980s and 1990s coincided with the progressive use, ownership or control of SBN assets by RCC.

They contend that the developments reduced the value of the estate’s investment without adequate regard for shareholder interests or compliance with Nigerian law.

The assets reportedly in contention include contracts, equipment, other business assets and goodwill—elements that can substantially affect a construction company’s earning capacity and commercial value.

The precise nature of the transactions, the legal basis on which they were carried out and their effect on SBN’s ownership structure and shareholders remain unresolved.

The mediation process could allow the parties to review corporate records, establish the basis of the disputed transactions and consider a negotiated settlement.

ADR offers a possible way forward

The estate’s immediate objective is a settlement reflecting the fair value of its reported shareholding in SBN.

The court-approved ADR process gives the parties an opportunity to negotiate without necessarily pursuing prolonged litigation.

It may also help clarify the corporate histories of SBN and RCC, their relationship and the ownership or control of the assets in dispute.

Beyond the estate’s financial claim, the case highlights broader governance issues, including minority-shareholder protection, the preservation of corporate records and transparency in transactions involving the restructuring, transfer or acquisition of business assets.

Whether the dispute is resolved through mediation or returns to judicial determination will depend on the evidence, the parties’ positions and the terms of any agreement reached.

For the Akin-Deko Estate, the mediation process offers a possible route to resolving a dispute that has remained unsettled for decades.