The Dangote IPO and the Law: A Perfect Storm We Did not See Coming
Charles Ude, Esq.
Legal Practitioner and Author
charlesude2014@gmail.com
September 2026
Introduction: A Story of Two Realities
Walk into any boardroom in Lagos today, and you will hear about the Dangote IPO , potentially the largest in African history. Walk onto the street, and you will hear about fuel prices, hunger, and a government that seems to live in a different world.
These two realities are about to collide. And when they do, we will discover whether Nigeria’s legal system is ready for what is coming.
Flotation, also known as Initial Public Offering(IPO) , is the process by which a company becomesa listed company. It is when a private company like Dangote Petroleum company, offers its shares to the public for the first time, usually to raise capital and get listed on a stock exchange.
The Dangote Petroleum Refinery , a 650,000 barrel-per-day behemoth representing a US$20 billion investment , is reportedly seeking to list on the Nigerian Exchange. The valuation? Somewhere between US$39 billion and US$50 billion. This is not just a business transaction. This is a test of everything we claim to believe about competition, fairness, and the rule of law in Nigeria.
But here is the thing nobody is saying aloud: Nigeria’s lawyers are not ready for this.
The Legal Minefield
Let me explain why.
First, the dominance problem. Under Section 70 of the Federal Competition and Consumer Protection Act (FCCPA) 2018, an undertaking is dominant if it can “act to an appreciable extent independently of competitors”. The Dangote Refinery currently supplies over 81% of national fuel demand. That’s not just dominant , that is a monopoly in waiting.
Second, the IPO itself. The Securities and Exchange Commission (SEC) has already issued a cease and desist order against unauthorised pre-marketing of Dangote shares. The SEC identified “advertisements, flyers, digital banners, and targeted electronic mail” soliciting advance subscriptions , activities deemed “market manipulation” under the Investments and Securities Act, 2025. The SEC directed all operators to cease and refund any collected funds within 24 hours.
This tells us two things. First, investor appetite is enormous. Second, regulatory oversight is already under strain , and the IPO has not even formally launched.
Third, the pending litigation. Dangote Refinery is currently challenging the issuance of fuel import licences in Suit No: FHC/L/CS/857/2026. The refinery argues that under Section 317(9) of the Petroleum Industry Act, imports should only be permitted when domestic supply is insufficient. NNPC counters that this is an attempt to monopolise the market. Meanwhile, NNPC also accuses the refinery of failing to prove it can independently guarantee Nigeria’s fuel supply.
The trial judge? The matter was adjourned to October 2026 due to the judge’s absence. So we wait.
The Case Law We Can not Ignore
Two cases matter here.
First, the MultiChoice saga. In Federal Competition and Consumer Protection Commission v. MultiChoice Nigeria Limited, the Federal High Court dismissed the FCCPC’s case, holding that Nigeria operates a free-market economy and the FCCPC lacks power to interfere in pricing decisions. The court said only the President can regulate prices under Section 88 of the FCCPA.
But here is the twist. The Competition and Consumer Protection Tribunal also struck out a related class action suit against MultiChoice for lack of jurisdiction. The tribunal held that “price regulation is a matter that falls within the exclusive purview of the President” and that the tribunal’s jurisdiction “does not extend to price control unless it pertains to abuse of dominance , a point not substantiated in this case”.
The critical failure in that case? Failure to define the relevant market. Under Regulation 5(1) of the Abuse of Dominance Regulations, 2022, delineating the relevant market “shall” be the first step. The use of “shall” is mandatory. Without defining the relevant market, any abuse of dominance claim collapses.
Second, the consumer win. In Ben Onuora v. MultiChoice Nigeria Limited (Suit No: LD/ADR/2297/2019), the Lagos High Court awarded ₦5 million damages against MultiChoice for wrongful disconnection of cable services despite proof of payment. The court cited the FCCPA 2018, the Abuse of Dominance Regulations 2022, and Section 13 of the Lagos State Consumer Protection Agency Law 2015. Justice Razak Olukolu described the disconnection as “wrongful and without lawful cause”.
The FCCPC praised the ruling, calling it a “landmark affirmation of the FCCPA’s power to protect consumers”.
So what does this tell us? That courts will protect consumers , but when it comes to defining dominance and abuse, the standards are high. The MultiChoice case failed on procedural grounds. Any case against Dangote must avoid the same mistakes.
The IPO as a Potential Abuse of Dominance
Now, let uss connect the dots.
The IPO itself is not unlawful. Dominance itself is lawful. But if the IPO proceeds are used to subsidise below-cost fuel sales, that is predatory pricing , and that is prohibited under Section 72(2)(c) of the FCCPA (conduct that substantially lessens competition). If the refinery uses its dominant position to lock out competitors through exclusive supply agreements, that is a breach of Section 72(2)(d) (refusal to grant access to essential facilities).
And if the cross-subsidisation from cement, sugar, and flour profits distorts the petroleum market, that is a separate concern under Section 72(2)(b) (limiting technical development to the prejudice of consumers).
The Abuse of Dominance Regulations, 2022 are clear: the relevant market must be defined first. In Dangote’s case, that means defining whether the relevant product market is “refined petroleum products” or “petrol, diesel, and aviation fuel separately.” And whether the geographic market is “Nigeria” or “West Africa.” Get this wrong, and the case collapses before it begins.
The Lawyers Are not Ready
Here is where I get personal.
I have e been a legal practitioner long enough to know that Nigerian lawyers are world-class ,when we are trained for the work we
are actually doing. But the Dangote IPO is the kind of transaction that requires expertise in:
· Public Companies and Equity Finance Law , understanding capital markets regulation, SEC rules, and the legal structures for public offerings.
· Commercial Law- company formation, governance, fiduciary duties, and mergers and acquisitions.
· Private Client, Equity and Trusts — trust structures, fiduciary duties, and succession planning for family-owned businesses.
· Taxation Law — the tax implications of IPOs, business income taxation, and regulatory compliance.
Our current curriculum? Heavily focused on litigation. But the modern legal market needs lawyers who understand corporate finance, competition law, and regulatory compliance.
Here is the news: reform is coming. At the 2026 Legal Education Summit organised by the Nigerian Bar Association, the President of the NBA, Mazi Afam Osigwe, SAN, called for a reduction of the LL.B. programme from five to three years, arguing that “keeping a person in a law faculty for five years will not improve the quality of legal education”. The Vice-Chancellor of Imo State University, Prof. Uchefula Chukwumaeze, SAN, went further, arguing that the Nigerian Law School has “outlived its usefulness” and should be scrapped ,with universities handling the full training of lawyers.
Meanwhile, the ICPC is developing a curriculum to introduce anti-corruption education into Nigerian universities and the Nigerian Law School.
The question is: will we act in time?
The Human Cost
Here is what keeps me up at night.
Nigerians may cheer today’s low fuel prices. But if Dangote’s IPO is used to sustain below-cost pricing, competitors will be driven out of the market. And when that happens ,when the refinery is the only game in town , prices will go up. Not a little. A lot.
Against this backdrop, a single private actor controlling the nation’s fuel supply is not just an economic concern. It is a governance concern. It is a security concern. It is a survival concern.
The courts can protect consumers , if the cases are brought properly. The regulators can enforce competition law , if they have the resources and expertise. But the lawyers must be trained to navigate this terrain.
We are not there yet.
What Needs to Happen
- Transparency: Enhanced disclosure obligations under SEC Rules, including quarterly reporting of production costs, pricing decisions, and supply agreements.
- Access: The refinery should grant third-party access to its storage and distribution infrastructure on non-discriminatory terms, as required under Section 72(2)(d) of the FCCPA.
- Compliance: A robust competition law compliance programme with regular audits and independent oversight.
- Coordination: A joint monitoring framework between the FCCPC, SEC, and NMDPRA.
- Legal Education Reform: Urgent introduction of specialised courses in equity finance, commercial law, trusts, and taxation.
Conclusion
The Dangote IPO is a test.
It is a test of whether Nigeria’s competition law can withstand the pressure of a dominant player entering capital markets. It is a test of whether our courts can interpret the FCCPA and PIA in a way that balances commercial success with public interest. It is a test of whether our regulators can act with independence and competence.
And most fundamentally, it is a test of whether our legal education system can produce lawyers who are ready for the complexity of 21st-century commerce.
The MultiChoice cases show us that the law is only as strong as the lawyers who wield it. The Dangote litigation will be the next chapter. Let us hope we are ready.
Charles Ude, Esq.
Legal Practitioner and Author
charlesude2014@gmail.com
CU
September 2026
