The Federal High Court sitting in Lagos has refused to declare the planned 12th Annual General Meeting (AGM) of FBN Holdings Plc illegal or null, as requested by an aggrieved shareholder, Tohir Folorunsho Ismaila.
Justice Deinde Dipeolu declined the reliefs sought by the petitioner on September 12, 2024, following a preliminary objection filed by FBN Holdings’ lawyer, Babajide Koku SAN.
Among other reliefs, the petitioner had asked the court to declare that it is unlawful for the AGM of FBN Holdings to be convened by persons not appointed and ratified at a lawfully convened AGM of the organization.
Facts of the Case
The petitioner’s lawyer, Mrs. Olayemi Badewole SAN, challenged the institution’s AGM through a petition to the court.
She asked the court to declare that the 12th AGM of FBN Holdings, purportedly scheduled to be held virtually on August 22, 2024, at 10 a.m., is illegal, null, and void, as it had not been authorized by law or its Articles of Association.
She also urged the court to hold that the proposed special business of capital raising by FBN is designed to overreach, oppress, or unfairly prejudice the petitioner.
The petitioner stated that FBN failed to serve him notice of its proposed AGM on August 22, 2024, as prescribed by law.
According to the lawyer, due to FBN Holdings’ failure to give and publish the notice of the AGM, the petitioner and other shareholders of the financial institution, who are entitled to attend, will be denied the opportunity to attend, be heard, and vote during the proposed August 22, 2024, AGM.
Furthermore, the petitioner argued that the suit before the court concerns FBN Holdings’ 12th AGM, irrespective of whether it is held on August 22, 2024, September 3, 2024, or any other date.
Following a preliminary objection from FBN Holdings, the petitioner’s lawyer stated that the petition is not academic merely because the 12th AGM has been postponed to another date.
She argued that issues, such as the convening of the AGM by persons not lawfully appointed as directors of FBN Holdings, should also be determined.
FBN Holdings’ Objection
FBN Holdings’ lawyer, Babajide Koku SAN, in his preliminary objection, urged the court to strike out the petitioner’s petition dated August 9, 2024.
He argued that the subject of the petition has become extinct, academic, and is no longer a live issue.
“Being academic, the petitioner’s petition is outside the jurisdiction of this Honourable Court,” Koku argued.
He informed the court that the primary and sole objective of the reliefs sought in the petitioner’s petition related specifically to the AGM scheduled for August 22, 2024, adding that there is presently no AGM scheduled for that date.
He urged the court to hold that it lacked the jurisdiction to preside over the suit.
What the Court Said
Ruling on the preliminary objection, the judge agreed with Koku that the petition before the court had outlived its usefulness and had thus become academic.
The judge observed that FBN Holdings, in compliance with a previous court order, cancelled the 12th AGM, awaiting final determination by the court.
The judge ruled that since the 12th AGM has been cancelled, the reliefs sought by the petitioner have become insignificant.
“No wrong has manifested that requires a remedy. There is nothing more to determine based on the reliefs and orders sought by the petitioner.
“The event hasn’t occurred, and publications have been made to the whole world that the 12th AGM has been canceled. As it stands, this suit is just a fishing expedition in search of a cause of action,” Dipeolu stated.
The judge agreed with Koku that the suit has become academic because the questions it placed before the court are no longer live issues in the subject matter of the suit.
“In light of all the foregoing, I hold that this suit is academic, and this court does not have the liberty to embark on an academic inquiry. This court now lacks the jurisdiction to entertain this suit as it is currently constituted,” the judge ruled.
What this means: The petitioner aimed to quash FBN Holdings’ AGM, irrespective of the date, but the court found that FBN Holdings had already complied with court rulings regarding the planned meeting.
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