Reported by: Oahimire Omone Precious | Edited by: Oravbiere Osayomore Promise.
In a landmark judgment that has sent shockwaves through Nigeria’s financial sector, a Federal High Court sitting in Lagos has invalidated the Central Bank of Nigeria’s (CBN) January 2024 decision to sack the board and management of Union Bank of Nigeria and has ordered the reinstatement of the institution’s former leadership. The ruling, delivered on Wednesday by Justice Chukwujekwu Aneke, rebuked the apex bank for acting outside its statutory powers and has far-reaching implications for regulatory authority and corporate governance in the country’s banking industry.
The dispute dates back to January 10, 2024, when the Central Bank of Nigeria abruptly dissolved the board and top management of Union Bank, along with those of Polaris Bank and Keystone Bank. In official statements, the central bank said the dismissals were rooted in alleged regulatory non-compliance, corporate governance failures and actions it viewed as threats to financial stability under the Banks and Other Financial Institutions Act 2020.
To replace the outgoing leadership, the CBN appointed an interim board at Union Bank, naming Yetunde Oni as Managing Director/Chief Executive Officer and Mannir Ubali Ringim as Executive Director. These changes were presented by the regulator as necessary to safeguard depositors and uphold stability in Nigeria’s commercial banking system.
Union Bank’s core shareholders—Titan Trust, Luxis International and Magna International—filed a lawsuit at the Federal High Court in Lagos, arguing that the CBN’s actions were illegal, lacked due process and violated corporate governance rules. They described the dissolution of the bank’s board and the subsequent actions of the interim leadership, including proposed recapitalisation plans, as unlawful and beyond the apex bank’s powers.
In December 2025, the court granted interim reliefs in favour of the shareholders, temporarily restraining the CBN, the interim board and their agents from taking further actions over the contested recapitalisation pending final adjudication.
On March 25, 2026, the court delivered its final judgment, declaring the CBN’s January 2024 intervention ultra vires—beyond the legal powers granted to it by law. The ruling quashed all decisions taken by the CBN-appointed board and directed that the former board and management be restored immediately.
Justice Aneke further ordered that the central bank and its appointees be prohibited from taking any further steps—including any recapitalisation efforts—without observing due legal processes. This restraint freezes all governance changes implemented post-dismissal until they are validated under the law.
The CBN’s move in January 2024 did not occur in a vacuum. It followed broad regulatory actions across the banking sector aimed at enforcing compliance with the 2020 Banks and Other Financial Institutions Act. The central bank cited multiple infractions—ranging from corporate governance lapses to threats to systemic stability—as justification for dissolving the boards of three major banks, including Union Bank.
The decision also came in the wake of changes in Union Bank’s ownership structure. In 2022, Titan Trust Bank acquired a majority stake in Union Bank, completing a long-planned transition of control. However, subsequent scrutiny by the CBN and the special investigation panel appointed by the federal government generated tension over governance and regulatory compliance at the institution.
The court’s decision has elicited a spectrum of reactions across the banking and legal communities. Some stakeholders have hailed the judgment as a triumph for the rule of law and shareholder rights, emphasising that regulatory oversight must be exercised strictly within the powers conferred by statute. Others caution that regulatory authorities need sufficient latitude to act swiftly when banks present risks to financial stability, but agree that such authority must be clearly justified and legally grounded.
Industry observers also point out that the ruling could reshape how regulators engage with financial institutions going forward, encouraging more transparent and legally defensible approaches to governance enforcement. The decision underscores the judiciary’s critical role as a check on regulatory power—a dynamic likely to influence future interventions in Nigeria’s corporate sector.
For Union Bank itself, the judgment introduces immediate operational and governance challenges. With the former board and management ordered to be reinstated, the institution faces a potentially complex leadership transition. The reinstatement process will require meticulous compliance with both court directives and banking regulations to ensure stability and continuity of services for customers, investors and employees.
The order also casts uncertainty on any corporate decisions, including recapitalisation strategies and strategic planning exercises initiated by the interim leadership since January 2024. These actions may now be subject to review or reversal depending on their legal standing in light of the court’s ruling.
With this judgment, the banking industry is entering a new phase in its regulatory-legal interplay. The decision sets a powerful precedent on the limits of regulatory interventions and the protections afforded to shareholders under Nigerian law. It is expected to prompt both legal and legislative discussions aimed at clarifying the scope of powers available to regulators like the CBN and at preventing similar disputes in the future.
As stakeholders digest these developments, attention will turn to how swiftly Union Bank’s former board can be reinstated and how the bank charts its path forward amid heightened scrutiny of governance and regulatory compliance.
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