A Federal High Court sitting in Lagos on Wednesday nullified the January 2024 dissolution of the board and management of Union Bank of Nigeria by the Central Bank of Nigeria (CBN), declaring the action ultra vires.
Justice Chukwujekwu Aneke, in his ruling, quashed all decisions taken by the CBN-appointed board and ordered the immediate restoration of the bank’s former board and management. The court also restrained the apex bank, its appointees, and agents from taking further steps, including actions tied to the proposed recapitalisation of the lender.
The ruling marks the latest chapter in a protracted history of regulatory interventions, ownership changes, and governance instability that has defined Union Bank for over a decade.
Founded in 1917 as Colonial Bank and later acquired by Barclays before becoming Union Bank, the lender was once among Nigeria’s most dominant financial institutions. However, its fortunes declined sharply after the 2009 banking crisis, when the CBN intervened in several distressed banks over non-performing loans and weak corporate governance.
In 2011, Union Bank was among the lenders recapitalized following a sweeping sector reform led by then-CBN Governor Lamido Sanusi. A consortium of investors, including private equity firms, took over the bank, marking the beginning of a cycle of ownership transitions aimed at stabilising its balance sheet and restoring profitability.
Despite these efforts, the bank continued to grapple with legacy issues, including asset quality concerns, capital adequacy pressures, and periodic boardroom disputes. In 2022, a significant shift occurred when Titan Trust Bank acquired a majority stake in Union Bank from a consortium led by Actis, in a deal seen as a strategic attempt to reposition the lender.
However, integration challenges, regulatory scrutiny, and lingering governance questions persisted. These tensions culminated in January 2024, when the CBN announced the dissolution of Union Bank’s board and management, citing concerns over corporate governance and regulatory compliance.
The apex bank subsequently appointed Yetunde Oni as Managing Director/Chief Executive Officer and Mannir Ubali Ringim as Executive Director to oversee the bank’s operations and proposed recapitalisation.
Dissatisfied with the intervention, core shareholders — Titan Trust Bank, Luxis International, and Magna International — approached the court, challenging the legality of the CBN’s action. They argued that the removal of directors and subsequent steps taken by the interim board were executed without due process and in violation of extant corporate and banking laws.
The shareholders also sought to restrain the CBN, Union Bank, and the appointed directors from taking further actions pending the determination of the suit. On December 5, 2025, the court granted interim relief in their favour before proceeding to hear the substantive case.
Defendants in the suit include the CBN Governor, the CBN, Bayo Adeleke, Yetunde B. Oni, Oluyinka Abimbola Morgan, Ibrahim Musa Oruma, Chiamaka Ezenwa, Mohammed Balarabe, Eileen Shaiyen, Mojisola Olateru-Olagbegi, Mannir Ringim, Taiwo Shote, Kelechi Nwaoba, and Union Bank of Nigeria.
With Wednesday’s ruling, the court has effectively invalidated all actions taken by the regulator in respect of the bank’s leadership overhaul, setting the stage for another significant shift in Union Bank’s governance.
The judgment is also likely to have wider implications for regulatory oversight in Nigeria’s banking sector, particularly concerning the limits of the CBN’s powers in intervening in the internal management of commercial banks.
