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Balancing Business Success and Family Succession: Navigating ‘Deemed Offer’ Provisions in Startup Shareholder Agreements

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Thando Balancing Business Success and Family Succession

By Thando Sibanda

It’s all too easy to think of startup founders as young, vigorous and touched with immortality. But the sector is full of stories of founders dying before their time. Such deaths are always tragic but can be even more so when there isn’t a clear plan in place. Without that plan, conflicts can quickly arise between the family of the deceased, investors, business partners, and other interested parties.

Often, the source of this conflict is the founder being subject to a “deemed offer” or “deemed sale” clause. This clause leads to an automatic forced sale of the deceased’s shares. When a deemed offer is in place, the deceased’s family can lose access to that person’s stake in the business, even if it’s earmarked for them in the will.

Knowing that how can founders safeguard the interests of their businesses and investors while protecting their family legacy? The answer relies on mastering the detail and being diligent in execution.

Understanding deemed offers 

A deemed offer provision stipulates that under specific predefined circumstances — generally described as ‘trigger events’ — a shareholder is ‘deemed’ to have offered their shares to the company and/or the remaining shareholders for purchase. In agreements where a deemed offer focuses on a sale to the company and the company fully or partially turns down the offer, the remaining shares are then offered to the other shareholders proportionate to their existing shareholding.

When such a clause is triggered, the venture’s other shareholders are generally given first option on the shares at a  pro rata rate in relation to their existing shareholding. In the absence of an agreed-upon price for the shares, the shares would generally be offered at their fair market value.

The offer will then need to be accepted for it to be binding on the other shareholders. If the offer is not accepted, the deemed offer would fall away, meaning that the affected shareholder (or their legacies) would have full title to the shares.

Most shareholder agreements would generally contain a list of events concerning shareholders that would trigger a deemed offer. These events generally include, but are not limited to:

  • Death

  • Shareholder disability or incapacity

  • Insolvency

  • Sequestration in the case of natural persons

  • Liquidations/business rescue/administration in the case of juristic shareholders

  • Criminal convictions, etc.

For the purposes of this article, we’ll focus on death.

From the perspective of co-founders, shareholders, and external investors, deemed offer provisions play a vital role in maintaining an efficient capital structure. This framework ensures that, among other things, significant ownership stakes are held by active contributors who play a pivotal role in the company’s ongoing growth, as opposed to passive stakeholders. By doing so, these provisions prevent the dilution of ownership concentration and safeguard the overall ownership stake of existing shareholders.

In the case of a shareholder’s death, the estate’s executor, often unfamiliar with the business, can disrupt operations and risk business continuity, especially when the deceased held a significant stake in this business. Executors generally prioritise the liquidation of a deceased estate, potentially leading to the sale of the deceased shareholder’s shares (typically to the highest bidder) to external buyers. A more favourable outcome for surviving shareholders and/or the company is having the first option on whether they wish to purchase the deceased’s shareholding or not.

Navigating the crossroads of business and personal estate legacies

While a forced sale of a deceased founder’s shares may intend to secure business interests through a seamless transfer of ownership to surviving key stakeholders, the business’s interests don’t always align with those of the deceased founder’s personal legacy.

However well-intentioned, a forced sale triggered by a founder’s passing can harm the value of the founder’s personal estate. As such, it becomes crucial for founders to equip themselves with robust financial planning knowledge, striking a balance between business pursuits and the preservation of their personal estates.

Maintaining family interests during business succession requires skillfully balancing ongoing business operations and protecting the founder’s estate. It is, therefore, of paramount importance that the terms of shareholder agreements are crafted in a manner that protects both the founder’s interests and the company’s path forward.

To achieve this balance, active and intentional discussions between founders, other stakeholders, and investors must be had.

Negotiating deemed offer provisions: practical considerations

Within these negotiations, there are a number of options that founders can explore when it comes to keeping a deemed offer clause in place while doing right by their families.

One option is to explore partial deemed offers. Here, founders can negotiate for only a portion of their shares to be available for sale when a deemed offer occurs following their death. This measured approach ensures that the founder’s estate retains a stake in the business, allowing it to share in the venture’s future prosperity.

The portion of shares subject to a forced sale can then be negotiated with the remaining stakeholders. From an investor or existing shareholder’s perspective, the real risk in agreeing to such a compromise could be if, post-sale, the deceased estate continues to hold a significant portion of the venture’s shares, complicating voting etc. If a deceased estate holds just a passive or non-controlling interest in the business, it shouldn’t be that much of a concern.

Another option is to explore non-discounted deemed offers. It is quite common in deemed offer clauses for  the remaining shareholders and the company has the first option to purchase the deceased’s shares first at a certain discount. While this can feel cold, it may be a necessary incentive for them to take advantage of the offer, simultaneously increasing their ownership and offering liquidity to the departing deceased shareholder’s estate. This approach streamlines the sale process and mitigates the need to involve new third-party buyers.

The discount generally varies from one transaction to another, depending on the influence held by the requesting shareholder (usually an investor and/or majority shareholder) and the bargaining power of other shareholders. While there is no guarantee that an investor would agree to a zero discount on a forced sale, a founding shareholder may attempt to negotiate for one or in the worst case, a reduced discount.

Needless to say, negotiating these options requires a sound understanding of the law and/or corporate transactions in general. As such, it is always recommended that founders seek the help of legal counsel to offer guidance tailored to individual circumstances.

Exploring alternative approaches

From a personal estate planning perspective, there could be other ways in which a founder can plan their affairs such that in the event of their death, there is business continuity and that the surviving shareholders are not prejudiced.

While the below does not constitute legal nor financial advice, here are some possible thoughts that could be unpacked with the help of a qualified finance or legal professional:

Buy-sell agreements

In this type of agreement, co-shareholders can take a life insurance policy to cover the lives of each other. In the unfortunate event of a co-shareholder’s passing, the life insurance pay-out can then facilitate the purchase of the deceased shareholder’s interest by the surviving co-shareholder.

Keyman insurance

Companies can opt for life insurance policies on key shareholders’ lives. In the event of an insured shareholder’s death, the insurance proceeds (generally payable to the company) can then fund the company’s repurchase of the shares held by the deceased shareholder.

The protective shield these products offer, by ensuring seamless transitions and business continuity, aligns well with the heightened responsibilities and higher stakes of more advanced startup phases. Therefore, while the cost factor might be a challenge initially, as startups grow and their financial capacity strengthens, these insurance products become strategic tools that warrant some consideration.

It pays to plan ahead

In the world of startups and visionary founders, balancing business success with family legacies requires careful planning. Deemed offer provisions in shareholder agreements play a vital role in this process. By negotiating thoughtfully and seeking expert advice, founders can chart a path that preserves both their business and personal legacies.

Thando Sibanda is the Deputy Head of Legal at Founders Factory Africa

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AI, IoT and the New IT Agenda for Nigeria’s Growth

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IT Agenda for Nigeria growth Fola Baderin

By Fola Baderin

By 2030, more than 25 billion devices are expected to be connected worldwide, each one a potential gateway for both innovation and risk. Already, 87% of companies identify AI as a top business priority, and over 76% are actively using AI in their operations. These numbers reflect a profound shift: technology is no longer a backstage support act but a strategic force shaping economies, societies, and everyday life.

Artificial Intelligence (AI) and the Internet of Things (IoT) sit at the heart of this transformation. Together, they are redefining how decisions are made, how risks are managed, and how value is created across industries. From hospitals monitoring patients in real time to banks using predictive analytics to stop fraud before it happens, AI and IoT are moving from abstract concepts to everyday business tools.

Yet this expansion comes with complexity. As organisations embrace cloud platforms, remote work, and IoT‑enabled systems, their digital footprints grow larger, and so do the threats. Cybersecurity has become a frontline issue, no longer a technical afterthought but a pillar of resilience and trust.

The role of IT has changed dramatically. Once focused on maintenance and uptime, IT teams now sit at the centre of strategy and risk management. Cloud‑first architectures and interconnected networks have introduced new vulnerabilities, forcing IT leaders to act not just as problem‑solvers but as proactive partners in innovation.

AI is proving indispensable in this new environment. It can analyse vast datasets, detect anomalies, and automate responses at machine speed, capabilities that traditional approaches simply cannot match. Combined with IoT, AI delivers real‑time visibility across connected devices, enabling predictive maintenance, intelligent monitoring, and faster decision‑making. These are not abstract benefits; they are the difference between preventing a cyberattack in seconds or suffering a costly breach.

But the story is not only about opportunity. The rapid adoption of AI and IoT raises pressing questions about ethics, privacy, and governance. Automated decision‑making must be transparent, accountable, and fair. Organisations also face a widening skills gap, as demand for professionals who can responsibly manage advanced technologies outpaces supply.

Striking the right balance between innovation and control is essential. Security‑by‑design principles, strong governance frameworks, and continuous risk assessment are no longer optional extras. They are the foundation for trust in a digital economy.

Looking ahead, IT will continue to evolve as AI and IoT become embedded in everyday operations. Success depends not only on adopting advanced technologies, but on aligning them with business goals, regulations, and culture.

For Nigeria, this transformation is both a challenge and an opportunity. With its vibrant fintech sector, growing digital economy, and youthful workforce, the country is well‑placed to harness AI and IoT for growth. Lagos alone hosts hundreds of startups experimenting with AI‑driven financial services, while smart city initiatives in Abuja and other urban centres are exploring IoT for traffic management, energy efficiency, and public safety.

At the same time, Nigeria faces unique vulnerabilities. The country has one of the fastest‑growing internet populations in Africa, but also one of the most targeted by cybercriminals. Reports suggest that Africa loses over $4 billion annually to cybercrime, with Nigeria accounting for a significant share. As more devices and systems come online, the stakes will only rise.

Government policy will play a decisive role. Nigeria’s National Digital Economy Policy and Strategy (2020–2030) already highlights AI and IoT as critical enablers of growth. But translating policy into practice requires investment in infrastructure, stronger regulatory frameworks, and public‑private collaboration. Without these, the promise of AI and IoT could be undermined by weak security and poor governance.

Education and skills development are equally vital. Nigeria’s youthful population which is over 60% under the age of 25 represents a massive opportunity if properly trained. Universities and technical institutes must integrate AI, cybersecurity, and IoT into their curricula, while businesses should invest in continuous upskilling. Otherwise, the skills gap will widen, leaving organisations vulnerable and innovation stunted.

Ethics and trust must also remain central. Nigerians are increasingly aware of data privacy concerns, from mobile banking to health records. Embedding transparency and accountability into AI systems will be critical for public acceptance. Leaders must ensure that innovation does not come at the cost of fairness or human rights.

Real‑world examples already show the potential. Nigerian hospitals are beginning to explore AI‑enabled diagnostic tools, while logistics companies use IoT to track deliveries in real time. These innovations demonstrate how technology can improve lives and strengthen businesses, but they also highlight the need for robust safeguards.

Ultimately, Nigeria’s digital future will be shaped not only by technology but by leadership. IT leaders, policymakers, and entrepreneurs who embrace AI and IoT responsibly with a clear focus on security, ethics, and long‑term value creation. This will be best positioned to navigate an increasingly complex threat landscape. The question is no longer whether to adopt these technologies, but how to do so in a way that builds resilience, trust, and sustainable growth for Nigeria’s digital economy.

Fola Baderin is a cybersecurity consultant and AI advocate focused on shaping Nigeria’s digital future

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NNPC’s $1.42bn, N5.57trn Debt Write-Off and Test of Nigeria’s Fiscal Governance

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bayo ojulari nnpc

By Blaise Udunze

When the federal government approved the write-off of about $1.42 billion and N5.57 trillion in legacy debts owed by the Nigerian National Petroleum Company Limited (NNPC Ltd) to the Federation Account, it was rightly described as a landmark decision. After years of disputes, reconciliations, and contested figures, Nigeria’s most important revenue institution was, at least on paper, given a cleaner slate.

The approval, contained in a report prepared by the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) and presented at the last year November meeting of the Federation Account Allocation Committee (FAAC), effectively wiped out 96 percent of NNPC’s dollar-denominated obligations and 88 percent of its naira liabilities accumulated up to December 31, 2024. It resolved long-standing balances arising from crude oil liftings, joint venture royalties, production-sharing contracts, and related arrangements.

Judging it critically, the decision carries both promise and peril, but can be viewed from the perspective of a country desperate to restore confidence in public finance management. It offers an opportunity to reset relationships, clean up accounting records, and move forward under the Petroleum Industry Act (PIA). Yet, it also exposes deep structural weaknesses in Nigeria’s oil revenue governance, weaknesses that, if left unaddressed, could turn today’s debt relief into tomorrow’s fiscal regret.

Context matters. The debt write-off comes not during a period of revenue abundance, but at a time when Nigeria’s upstream revenue performance is under severe strain. According to the same NUPRC document, the commission missed its approved monthly revenue target for November 2025 by N544.76 billion, collecting only N660.04 billion against a projected N1.204 trillion.

Royalty receipts, the backbone of upstream revenue, tell an even starker story. It is alarming that against an approved monthly royalty projection of N1.144 trillion, only N605.26 billion was collected, leaving a shortfall of N538.92 billion. Cumulatively, by the end of November 2025, the revenue gap stood at N5.65 trillion, with royalty collections alone falling short by N5.63 trillion. These figures underscore how fragile Nigeria’s fiscal position remains, even as trillions of naira in historical obligations are being written off.

To be fair, the debts forgiven were not incurred overnight. They are the product of years of disputed remittances, lacking transparent accounting practices, and overlapping institutional roles, particularly under the pre-PIA regime. As petroleum economist Prof. Wumi Iledare has repeatedly observed, the former Nigerian National Petroleum Corporation combined regulatory, commercial, and operational functions, making revenue reconciliation cumbersome and frequently contested.

That legacy continues to haunt the system, as witnessed with the ongoing dispute between NNPC Ltd and Periscope Consulting, the audit firm engaged by the Nigeria Governors’ Forum, over an alleged $42.37 billion under-remittance between 2011 and 2017, which illustrates how unresolved the past remains. Though NNPC insists all revenues were properly accounted for as claimed, Periscope maintains that significant gaps persist, forcing FAAC to mandate yet another reconciliation exercise. This recurring pattern of audits, counterclaims, and stalemates has weakened trust in the federation revenue system and eroded confidence among states that depend on oil proceeds for survival.

Crucially, the debt write-off does not mean NNPC has turned a corner financially. Statutory obligations incurred between January and October 2025 remain on the books, amounting to about $56.8 million and N1.02 trillion. Although part of the dollar component was recovered during the period under review, the accumulation of new liabilities so soon after reconciliation raises uncomfortable questions about whether old habits are being replaced with genuine fiscal discipline.

More troubling still is what NNPC’s own audited financial statements reveal about its internal financial health. Despite recording a profit after tax of N5.4 trillion on revenues of N45.1 trillion in 2024, the company’s inter-company debts ballooned to N30.3 trillion, representing a 70 per cent increase within a single year. This is not debt owed to external creditors but largely obligations between NNPC and its subsidiaries, effectively the company owing itself.

Records show that of 32 subsidiaries, only eight are debt-free, and the rest, particularly the refineries, trading arms, and gas infrastructure units, remain heavily indebted to the parent company. There was a recurring cycle where profitable units subsidise chronically underperforming ones, and accountability steadily erodes because cash that should fund maintenance, expansion, and efficiency improvements is instead trapped in internal receivables.

The refineries offer a stark illustration whereby the Port Harcourt Refining Company alone owed N4.22 trillion in 2024, more than double its 2023 figure, while Kaduna and Warri refineries followed closely, with debts of N2.39 trillion and N2.06 trillion respectively. Despite the repeated failed turnaround maintenance with many years of rehabilitation spending, none have operated sustainably at commercially viable levels. Their continued dependence on financial support from the parent company highlights the cost of postponing difficult restructuring decisions.

And, for this reason, international observers have long warned about these structural weaknesses. One of the critics, the World Bank, has repeatedly flagged NNPC as a major source of revenue leakages. It further noted that the persistent gaps between reported earnings and actual remittances to the Federation Account. Even after the removal of petrol subsidies, the bank observed that NNPC remitted only about 50 per cent of the revenue gains, using the rest to offset past arrears. Such practices, while perhaps defensible in internal cash management terms, undermine fiscal transparency and weaken Nigeria’s macroeconomic credibility.

This is why the central issue is not the debt write-off itself, but what follows it because debt forgiveness is not reform. Without firm safeguards, it risks entrenching the very behaviours that created the problem in the first place. As Prof. Omowumi Iledare has warned, the scale and pace of the inter-company debt build-up represent a governance test rather than a mere accounting anomaly. Allowing subsidiaries to operate indefinitely without settling obligations is incompatible with the idea of a commercially driven national oil company.

The fact remains that if NNPC wants to function as a true commercial holding company under the PIA, it must enforce strict settlement timelines, restructure or divest non-viable subsidiaries, while clearly separating legacy debts from new obligations. With this, it holds subsidiary leadership accountable for cash flow and profitability. Independent, real-time audits and transparent reporting must become routine features of governance, not emergency responses triggered by controversy.

There is also a broader national implication. At a time when Nigerians are being asked to accept higher taxes, reduced subsidies, and fiscal tightening, large-scale debt write-offs without visible accountability risk undermining the legitimacy of the entire revenue system. Citizens cannot be expected to bear heavier burdens while systemic inefficiencies in the country’s most strategic sector persist.

Of a truth, the cancellation of NNPC’s legacy debts could mark a turning point in Nigeria’s fiscal governance, but only if it is not treated as its conclusion but the beginning of reform.

If discipline, transparency, and commercial accountability follow, the decision may yet help reposition NNPC as a profitable, credible, and PIA-compliant institution. If not, today’s clean slate will simply defer the reckoning until the next reconciliation, the next audit dispute, and the next fiscal crisis.

Blaise, a journalist and PR professional, writes from Lagos and can be reached via: [email protected]

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Taxation Without Representation

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Austin Orette Taxation Without Representation

By Dr Austin Orette

The grandiosity of Nigerians when they discuss events and situations can be very funny. If the leaders use this kind of creativity in proffering solutions, we may be able to solve some of the problems that plague Nigeria perennially.

There seems to be a sublime affectation for new lingos when the system is being set to punish Nigerians. It is a kind of Orwellian speak.

Recently, there was no electricity throughout the country. The usual culprit and government spoke; people came out to tell us the power failure was due to the collapse of the National grid. Does it really matter what is collapsing? This is just an attempt by some government bureaucrats to sound intelligent.

Intelligence is becoming a borrowed commodity from the IMF or World Bank. What does it mean when you tell Nigerians that the national grid collapsed? Is that supposed to be a reassurance, or it is said to give the assurance that they know something about the anemic electricity, and we should get used to the darkness. This is a language that is vague and beckons the consumer to stop complaining. Does that statement mean anything to Nigerians who pay bills and don’t see the electricity they paid for? If they see it, it comes with an irregular voltage that destroys their newly purchased appliances. Just tell or stay quiet like in the past.

Telling us that a grid collapse is a lie. We have no national grid. Do these people know how silly their language sounds? Nigeria produces less than 10,000 megawatts of electricity for a population of 200 million people. How do you permutate this to give constant electricity to 200 million people? It is an insult to call this low output a national grid. What is so national about using a generator to supply electricity to 200 million people? It is simple mathematics. If you calculate this to the minute, it should not surprise you that every Nigerian will receive electricity for the duration of the blink of an eye. They are paying for total darkness, and someone is telling them they have an electricity grid.

If you can call the 10,000-megawatt national grid collapsed, it means you don’t have the mind set to solve the electricity problem in Nigeria.

To put it in perspective is to understand the basic fact that the electrical output of Nigeria is pre-industrial. Without acknowledging this fact, we will never find solutions as every mediocre will come and confuse Nigeria with lingos that make them sound important.

It is very shameful for those in the know to always use grandiose language to obfuscate the real issues.

South Africa with a population of sixty million produces about 200,000 megawatts of electricity daily. Nigeria produces less than 10,000 megawatts. Why South Africa makes it easy to lift the poor from poverty, Nigeria is trying to tax the poor into poverty.

The architects of the new tax plan saw the poor as rich because they could afford a generator.

A non-existent subsidy was removed, and the price of fuel went through the roof. Now the government says they are rich. What will they get in return for this tax extraction? Why do successive Nigerian governments always think the best way to develop Nigeria is to slap the poor into poverty? What are the avenues for upward mobility when youth corps members are suddenly seen as rich taxpayers? Do these people know how difficult it is to start a business in Nigeria?

After all the rigmarole from Abuja to my village, I cannot get a government certificate without a-shake down from government bureaucrats and area boys. The government that is so unfriendly to business wants to tax my non-existing businesses. Are these people in their right state of mind? Why do they think that taxing the poor is their best revenue plan? A plan like this can only come from a group of people who have no inkling of what Nigerians are going through. People can’t eat and the government is asking them to share their meager rations with potbellied people in Abuja.

Teach the people how to fish, then you can share in their harvest. If an individual does what the government is doing to Nigerians, it will be called robbery, and the individual will be in prison. When the government taxes people, there is a reciprocal exchange. What is being done in Nigeria does not represent fair exchange.

Nigerians have never gotten anything good from their government except individual wealth that is doled out in Abuja for the selected few.

The question is, will Nigerians have a good electricity supply? NO. Will they have security of persons and properties? No. Will they have improved health care? NO. Will there be good roads? No. Will they have good schools and good education? No.

Taxation is not good governance. A policy like this should never be rushed without adequate studies. Once again, our legislators have let us down. They have never shown the people the reason they were elected and to be re-elected. They are not playing their roles as the watchdog and representatives of the people. Anyone who voted for this tax bill deserves to lose their positions as Senators and Members of the House of Representatives.

We are not in a military regime anymore. Nigerians must start learning how to exercise their franchise. This taxation issue must be litigated at the ballot box. The members of the National Assembly have shown by their assent that they don’t represent the people.

In a normal democracy, taxation without representation should never be tolerated. They must be voted out of office. We have a responsibility and duty to use our voting power to fight unjust laws. Taxation without representation is unjust. Those voted into power will never respect the citizens until the citizens learn to punish errant politicians by voting them out of office. This responsibility is sacred and must be exercised with diligence.

Dr Austin Orette writes from Houston, Texas

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