Justice Chukwujekwu Aneke of the Federal High Court in Lagos has reinstated the Union Bank Board and ruled that the Central Bank of Nigeria acted outside its statutory powers in dissolving the board and management of the bank, declaring the January 2024 intervention unlawful.

Delivering judgment on Wednesday in Suit No. FHC/L/MISC/1377/2025, the court held that the apex bank’s actions were ultra vires and inconsistent with the provisions of the Banks and Other Financial Institutions Act 2020.

“The actions of the respondent are ultra vires and not in compliance with the provisions of BOFIA 2020,” Justice Aneke held.

The suit was instituted by Titan Trust Bank Limited, Luxis International DMCC, and Magna International DMCC, who claimed to be the ultimate beneficial owners of the bank.

They challenged the CBN’s decision to dissolve Union Bank’s board, appoint new management, and commence a recapitalisation process, which they argued diluted their shareholding and excluded them from key corporate decisions.

In its judgment, the court nullified the entire intervention and granted multiple reliefs in favour of the applicants.

It quashed the CBN’s public announcement dissolving the board and invalidated all actions taken by the regulator-appointed management.

The court also ordered the immediate reinstatement of the former board and management led by Mr Farouk Mohammed Gumel.

Justice Aneke further restrained the CBN and other respondents from exercising any governance powers over the bank.

“The respondents are hereby restrained from further interfering in the governance of the bank, including restructuring its share capital or altering its ownership structure,” the court ruled.

The court also halted the recapitalisation process and investor selection programme initiated under the CBN-appointed board.

On the issue of fair hearing, the court found that the applicants’ fundamental rights were breached.

“They were sanctioned without being afforded an opportunity to be heard,” the judge said, adding that such actions could not stand in law.

The court noted that the applicants’ shareholding had been reduced from 100 per cent to 40 per cent and that they were excluded from the recapitalisation process without legal justification.

“This constitutes clear evidence of bad faith,” Justice Aneke held.

While the CBN had defended its intervention as part of its regulatory oversight, citing financial distress, including a negative capital adequacy ratio, a capital shortfall exceeding N224bn, and high non-performing loans, the court maintained that regulatory powers must be exercised within the bounds of the law.

“Statutory powers, no matter how wide, must be exercised strictly within the confines of the law,” the court stated.

On jurisdiction, the court clarified that Section 51 of BOFIA does not shield the CBN from judicial scrutiny where it acts outside its legal authority.

“The court retains the power to review actions taken in excess of statutory powers,” Justice Aneke ruled, adding that the CBN-appointed board acted as agents of the apex bank and were therefore subject to judicial review.

The court also dismissed procedural objections raised by the respondents, holding that the applicable rules of court were merely directory and not sufficient to defeat the suit.

Justice Aneke further held that the applicants suffered a “continuing injury”, noting that they were excluded from the bank’s management and decision-making processes between January 2024 and December 2025.

On damages, the court acknowledged that the applicants invested $190m in the bank but declined to grant additional claims due to lack of oral evidence.

“Additional reliefs sought cannot be granted in the absence of oral evidence,” the judge held.