SIMPLE ROLE OF THE COURT IN SANCTIONING A SCHEME OF MERGER
In Abubakar v. Providus Bank Ltd. (2026) 13 NWLR (Pt. 2056) 87 at 177, D—F per Abubakar JSC: ‘In this regard, it must be reiterated that the jurisdiction of the court in sanctioning a scheme of merger or arrangement is not to determine whether the court itself would have designed a better commercial arrangement, but whether the Scheme is fair, lawful, reasonable and one which an intelligent and honest shareholder, acting in respect of his interest, might reasonably approve. See Re: Alabama, New Orleans, Texas and Pacific Junction Railway Co.(1891) 1 Ch. 213. Once the statutory requirements have been fulfilled and the Scheme is shown to be fair and bona fide, the court ought not to withhold its sanction merely because a minority of shareholders are dissatisfied with the commercial wisdom underlying the transaction. The facts disclosed in the present proceedings do not reveal any circumstance warranting judicial refusal of the sanction sought. To the contrary, the totality of the materials before the court demonstrate substantial compliance with the applicable statutory and regulatory framework and a conscientious effort to balance the interests of all categories of stakeholders affected by the merger.’