OBA OLUFON & CO.

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Transaction guidance.

Counsel for commercial and corporate transactions — contracts, diligence and negotiation that anticipate the downside, not just paper the upside.

Why this matters

Most disputes are written into the deal at signing.

The deal that closes well is rarely the deal that holds well. Definitions are loose, conditions subsequent are unscheduled, governing law and seat clauses are inherited rather than chosen — and the parties discover, eighteen months later, that the document they signed cannot do what they thought it would do. The firm drafts and advises with the dispute in mind from day one.

— Transactions bench

Services

What the firm covers in this practice.

Mandates scope to a single transaction (sale, JV, supply, financing), a transactional retainer for an active deal pipeline, or take-over of a deal in distress.

Phase 01

Term sheet & diligence

  • Term sheet drafting

    Commercial position translated into a document the lawyers can build on.

  • Legal diligence

    Targeted, deal-relevant — not a 400-page report nobody reads.

  • Regulatory mapping

    Which approvals are conditions precedent, which can be deferred.

  • Risk assessment

    The downside cases priced into the terms, not papered over.

Phase 02

Drafting & negotiation

  • Long-form drafting

    SPAs, SHAs, JV agreements, supply, services, distribution.

  • Negotiation support

    Counsel at the table, not just on the markup.

  • Forum & governing law

    Chosen for enforceability, not for prestige.

  • Conditions precedent

    Scheduled, sequenced and resourced.

  • Warranty & indemnity

    Drafted around the realistic claim, not the standard form.

Phase 03

Closing & post-close

  • Closing mechanics

    Funds-flow, escrow and completion deliverables.

  • Post-completion compliance

    Filings, notifications and CP-fall-aways managed.

  • Transition documents

    TSAs, hand-over schedules and integration governance.

  • Dispute readiness

    Notices, books and audit trail preserved from day one.

Approach

How a transaction guidance brief moves through the firm.

Four steps. Click any one to see the artifacts produced.

Step 01 · Artifacts

Commercial framing

  • Deal map
  • Risk register
  • Term-sheet draft
  • Regulatory roadmap
  • Engagement letter

Step 02 · Artifacts

Diligence & disclosure

  • Diligence report
  • Disclosure letter
  • Material-issues memo
  • CP schedule

Step 03 · Artifacts

Drafting & markup

  • SPA / SHA / JV
  • Schedules & ancillaries
  • Warranty & indemnity pack
  • Side letters
  • Final negotiated mark-up

Step 04 · Artifacts

Close & hand-over

  • Closing memorandum
  • Completion checklist
  • Funds-flow statement
  • Post-close filings
  • Audit pack

Who we represent

Clients the firm acts for in this practice.

A representative — not exhaustive — list of the clients the firm accepts mandates from under transaction guidance.

Founders & sellers Strategic acquirers Private equity & VC Joint-venture sponsors Lenders & mezzanine providers Corporates with active deal pipelines Foreign buyers entering Nigeria Family-business succession transactions
A Nigerian founder negotiating a term sheet and closing checklist with an acquirer's legal team.
Founders, strategic acquirers and private-equity buyers form the spine of the firm’s transaction practice.

What success looks like

The outcomes the firm aims for.

01

Deal closes on the commercial terms agreed

Term sheet survives the long-form drafting — no late re-trading driven by document gaps.

02

Conditions precedent cleared on schedule

CPs sequenced, resourced and tracked so completion is not held hostage by paperwork.

03

Warranty claims resolved on the document, not in court

Disclosure, materiality thresholds and dispute mechanics drafted to settle, not to litigate.

04

Post-close compliance done

Filings made, undertakings honoured, audit trail preserved — the deal stays closed.

Bench on this matter

Partner-led from intake.

The named partners on a transaction are the partners who run it. Associates assist; they do not replace.

Oba Olufon, SAN

Senior partner · transactions

Leads transaction mandates across M&A, JV and financing — drafting and negotiation with a contentious eye.

Partner, transactions

Partner · drafting & diligence

Long-form drafting, diligence and post-completion compliance for active deal pipelines.

Engage the firm

Brief us on a transaction.

Initial consultations are confidential. You’ll leave with a clear view of the deal’s legal architecture, the timeline to close, and the cost of stepping wrong.

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