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In Nigeria, crafting a comprehensive will to protect your assets and ensure their smooth transfer to your loved ones is essential. However, amidst the intricacies of estate planning, there’s a lesser-known yet powerful tool called “poison pills.” These legal provisions serve as safeguards against potential threats to your estate, providing invaluable protection for your beneficiaries. Let’s delve into the concept of poison pills in wills and why they are crucial for safeguarding your legacy in Nigeria.

What are Poison Pills in Wills?

Poison pills, also known as “estate poisons” or “disinheritance clauses,” are provisions strategically inserted into wills to deter undesirable actions or individuals from interfering with the testator’s intentions. These clauses typically come into effect when specific triggering events occur, acting as a defense mechanism to protect the integrity of the estate plan.

Safeguarding Your Estate

In Nigeria’s dynamic legal landscape, where disputes over inheritance are not uncommon, poison pills serve as preemptive measures to safeguard your estate against potential threats. By incorporating these clauses into your will, you can mitigate the risk of challenges, disputes, or attempts to circumvent your wishes by disgruntled parties.

Types of Poison Pills

1. In terrorem Clauses: Commonly referred to as “no-contest” clauses, in terrorem provisions disincentivize beneficiaries from challenging the terms of the will. If a beneficiary contests the will and fails, they may forfeit their inheritance or receive a nominal bequest.
2. Conditional Gifts: Poison pills can be structured as conditional gifts, wherein beneficiaries must meet certain criteria or conditions to receive their inheritance. Failure to fulfill these conditions may result in the gift being redirected or revoked.
3. Appointment of Executors and Trustees: Testators can include poison pills by appointing specific individuals as executors or trustees, with provisions specifying their removal or replacement under certain circumstances, such as conflicts of interest or incapacity.

Importance in Nigerian Estate Planning

In Nigeria, where cultural, familial, and legal complexities often intersect in matters of inheritance, poison pills play a crucial role in preserving the testator’s wishes and protecting beneficiaries’ interests. By strategically implementing these clauses, individuals can exert greater control over the distribution of their assets, minimize the risk of disputes, and maintain the integrity of their estate plans.

Consultation with Legal Experts

Given the nuances of estate planning and the intricacies of Nigerian law, seeking guidance from experienced legal professionals is paramount. At Milton and Cross Solicitors, our seasoned estate planning lawyers specialize in crafting personalized wills tailored to our clients’ unique circumstances and objectives. By leveraging our expertise and incorporating poison pills where necessary, we empower our clients to safeguard their legacies and protect their loved ones’ futures.

Conclusion

In the realm of estate planning in Nigeria, poison pills serve as potent tools for fortifying wills against potential threats and challenges. By strategically incorporating these clauses, individuals can uphold their intentions, mitigate disputes, and ensure the seamless transfer of assets to their chosen beneficiaries. At Milton and Cross Solicitors, we are committed to guiding our clients through the intricacies of estate planning, empowering them to secure their legacies and protect their loved ones’ futures.

Contact us today to learn more about how poison pills can safeguard your estate in Nigeria and schedule a consultation with our experienced legal team.

In the dynamic realm of intellectual property, innovation thrives as the lifeblood of progress. Yet, the innovation landscape is not without its challenges. Enter the enigmatic figures known as patent trolls, wielding patents not as tools of creation, but as weapons of litigation. Today, we delve into the intriguing world of patent trolls and explore the proactive measures a savvy business can take to safeguard its intellectual treasures.

Unmasking the Patent Troll: A Legal Menace

A patent troll, or non-practising entity, is an entity that acquires patents with the sole purpose of enforcing them against alleged infringers. These trolls often lurk in the shadows, targeting businesses of all sizes to extract settlements through legal intimidation.

The Web of Trolling: How They Operate

Patent trolls cast wide nets, identifying potential targets through a range of tactics. From issuing demand letters that propose settlements to filing lawsuits against multiple entities, their modus operandi revolves around exploiting the fear of expensive legal battles.

Defending Against the Troll’s Grip: Legal Strategies

When faced with the ominous presence of a troll, legal defense becomes paramount. Our seasoned legal team specializes in navigating the intricate web of intellectual property law to mount a robust defence. Through Inter Partes Review (IPR) proceedings and strategic litigation, we empower businesses to challenge the validity of patents and stand firm against dubious infringement claims.

Shaping a Future of Innovation: Advocating for Reform

Beyond the courtroom, our commitment extends to advocating for patent reform at the legislative level. By pushing for laws that fortify patent validity requirements and increase transparency, we aim to create an environment that discourages patent trolls and nurtures a culture of genuine innovation.

Join the Fight: Protecting Your Innovation

In the face of patent trolls, knowledge is power, and proactive defense is the key to preserving your innovation. Trust our dedicated legal experts to be your allies in this battle. Together, let’s shape a future where innovation thrives, unburdened by the shadows of patent trolls.

Innovate fearlessly. Defend strategically. Choose Milton & Cross Solicitors for your intellectual property needs. Contact us today to embark on a journey of legal empowerment in the ever-evolving landscape of patents.

The corporate insolvency process is essential within the context of general commerce and financial transactions. During this process, commercial law is usually ruthless, because at this point, the existing assets are insufficient to pay all the creditors. As a result, the principal goal of the Insolvency process is to gather in and distribute the limited assets to business creditors in an orderly manner. Other objectives include rescuing the business, restructuring the business or rebuilding the business’ capital structure.

Cash is king for any business venture. Business operations and growth usually consume a substantial amount of the business capital. Consequently, when a business runs out of cash, it tends to be the end of the road for that business. That is, unless the founders, managers or investors are willing to take some drastic action to refinance the business. This situation can happen fast (such as when the business gets hit by a disaster) or the business may slowly bleed cash over a period.

Furthermore, the proceedings occur in an emotionally charged environment because lenders and creditors feel betrayed. The company may also need to fire some staff. Thus, unless the law chooses which creditors should be paid, a free-for-all ensues, as creditors fight for a piece of the small pie.

Creditors: Who are they?

1. Banks
2. Bond Holders
3. Investment Companies (these include Venture capital companies, Hedge funds, and other non-bank lenders).
4. Employees
5. Suppliers
6. Landlords
7. Tax authorities
8. Judgment creditors

Precursors to the Corporate Insolvency process

Insolvencies may be caused by misfortune or mismanagement, or both. Mismanagement revolves around poor financial and cost controls. These include creating a poor product, borrowing too much, hiring too many employees and imprudent business ventures. Some insolvencies occur due to internal or external fraud and embezzlement. Misfortunes occur where the business takes a reasonable risk, but the investment loses value to natural, political, economic, operational or social disasters. This includes fires, natural disasters, and the insolvencies of major debtors.

In order to trigger insolvency proceedings, some events usually occur:

1. There must have been a prior commercial relationship between the debtor and the creditors. This transaction must have given rise to certain obligations between the parties. These include payment and performance obligations.
2. An event of default (EoD) must have occurred or the debtor must have been unable to meet an agreed obligation(s).
3. The offended party usually gives the other party some time to repair the default (Cure Period). This could vary, but it usually ranges from 1 week to 3 months. If the Cure Period lapses or there isn’t one to begin with, the creditor has a right to pursue legal action against the company for the immediate payment of all outstanding obligations (Acceleration).

Features of the Insolvency Process

Insolvency has a profound effect on normal legal relationships. The directors are disqualified from working, assets are seized without compensation, and contracts are voided. Employees sometimes lose their jobs and pensions, and secured interests are debased. The market loses another potentially profitable business.

The insolvency process is a collective process and it has the following features:

• Actions against the business by individual creditors are frozen. As a result, disappointed creditors will be legally prevented from seizing the assets of the business. The right of execution are stayed and replaced by a right to claim a dividend payment from the pool of assets.

• All assets of the company are gathered into a pool, which will be used to pay creditor claims. However, due to the substantial amount of exceptions to this rule, the applicability of this feature is doubtful in reality. In many situations, creditors are paid according to a hierarchy of payment.

• Creditors are paid pari passu. This means they are supposed to be paid pro-rata out of the assets of the company, according to their claims. In reality, this may be wishful thinking, as various creditors are paid according to their negotiating positions.

Policies of Corporate Insolvency Law

Insolvency law is pre-occupied with the following interests:

• Protection of Creditors equality by preventing disorderly and discriminatory actions by individual creditors.

• Maximisation of creditor returns

• Protection of the debtors interests and company (where possible). This is done by levelling down security interests, termination of onerous contracts, and refusal of insolvency set offs.

These interests are shaped by ancient attitudes to commerce and finance such as financial discipline and prudence. Formerly, the insolvency regimes favoured by many jurisdictions expressed moral disapproval of defaulting debtors. However, attitudes are rapidly changing towards a desire to save and rescue businesses that have potential.

Governments now aim to help deserving businesses survive a temporary cash-flow challenge. Corporate law generally recognizes insolvency risks, and many corporate governance and accounting rules have evolved to anticipate and prevent insolvencies. In addition, most commercial agreements contain protections against insolvency.