Tag: AEOLP

Nigeria’s Path to Ethical AI: Lessons from Global AI and Corporate Scandals.

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In the bustling corridors of Lagos’ financial districts and Abuja’s consulting hubs, Nigerian professional firms and companies are racing to harness artificial intelligence (AI), particularly generative AI (Gen AI), to streamline operations, enhance decision-making, and outpace competitors. From law firms drafting and reviewing contracts with AI assistance to accounting practices automating audits, the promise is tantalizing. Yet, as adoption surges, projected to contribute $15 billion to Nigeria’s GDP by 2030 according to PwC’s recent article, AI in Nigeria—the specter of ethical lapses looms large.

Two recent high-profile scandals from Australia’s Big Four firms offer stark warnings: Deloitte’s AI-riddled government report marred by fabrications and errors, and PwC’s catastrophic tax data leaks. These incidents underscore the perils of unchecked innovation, from hallucinated outputs to breached confidentiality. For Nigerian entities, they illuminate a path not just to build robust AI tools but to deploy them with integrity, fostering trust in an economy where regulatory scrutiny is intensifying under the Nigeria Data Protection Act (NDPA) and emerging AI guidelines from the National Information Technology Development Agency (NITDA).

The Deloitte Debacle: When AI Hallucinations Undermine Credibility

According to the Financial Review, Deloitte Australia faced a humiliating reckoning when a 237-page report commissioned by the Department of Finance for approximately $440,000 was exposed as riddled with AI-generated flaws. Intended to advise on government procurement reforms, the document contained fabricated footnotes, nonexistent citations, factual inaccuracies, and grammatical blunders: hallmarks of Gen AI “hallucinations,” where models like GPT variants invent plausible but false information. One cited academic paper didn’t exist; another reference linked to an unrelated blog post. The errors, uncovered by vigilant reviewers, prompted Deloitte to issue a partial refund and revise the report, eroding client confidence and sparking calls for AI governance reforms.

This fiasco isn’t isolated but a cautionary tale for Nigerian firms. In a context where resource constraints might tempt over-reliance on off-the-shelf Gen AI tools like ChatGPT for report generation, the risks amplify. Professional services in Nigeria from KPMG’s advisory arms to Deloitte & Touche, often produce high-stakes deliverables: tax analyses, due diligence reports, which demand precision. Unverified AI outputs can propagate misinformation, leading to regulatory fines or reputational damage. The lesson? Building ethical AI tools begins with rigorous validation layers. Nigerian companies should integrate human-AI hybrid workflows: AI for initial drafts, followed by multi-tiered fact-checking protocols. Tools like custom fine-tuned models on verified datasets, combined with plagiarism detectors (e.g. Turnitin integrations) and citation verifiers (such as Zotero APIs), can mitigate hallucinations. Moreover, adopting frameworks like the European Union Artificial Intelligence Act (EU AI Act), risk classifications in form of labeling high-risk applications like legal reporting, ensures accountability. By embedding ethical audits from the design phase, firms can transform AI from a liability into a verifiable asset.

PwC’s Tax Leaks: The Perils of Data Mismanagement in an AI Era

If Deloitte’s scandal highlights output integrity, PwC Australia’s 2023 tax leaks expose the foundational sin of data ethics,a bedrock for any AI system. In the case of the PwC tax leaks, senior partner Peter Collins shared confidential Treasury briefings on multinational tax avoidance measures with over 20 clients, enabling them to restructure operations pre-emptively. What began as internal knowledge-sharing snowballed into a betrayal of public trust, costing PwC $100 million in lost contracts, executive ousters, and a A$450,000 fine per involved partner. The affair, dubbed “Taxgate,” not only violated client confidentiality but also undermined the profession’s impartiality, prompting Australia’s tax authority to bar PwC from sensitive tenders for years.

For Nigerian professionals, this resonates deeply in an era of Gen AI, where models thrive on vast datasets often sourced from sensitive client information. Firms like Ernst & Young Nigeria or indigenous players in fintech auditing, handle troves of personal and corporate data governed by the NDPA’s stringent consent and anonymization rules. Leaking such data, intentionally or via AI training could invite NDPA penalties up to 2% of global turnover. PwC’s breach underscores that ethical AI deployment begins with uncompromising data governance. By adopting a privacy-by-design approach from the outset, organizations must map and classify all data flows, applying differential privacy techniques to safeguard individual records within training datasets. For deployment, organizations should implement role-based access controls (RBAC) and maintain immutable audit trails, using blockchain-inspired logging to ensure every AI query can be traced back to an authorized user or source.

 Nigerian companies can draw from global standards like ISO 42001 for AI management systems, mandating ethical impact assessments before rollout. In practice, this means training staff on data minimization i.e feeding AI only what’s necessary and conducting regular penetration testing to thwart leakages. By prioritizing confidentiality, firms not only comply with laws but also build client loyalty in a market wary of data breaches, as seen in Nigeria’s 2023 Flutterwave cyber incidents.

Crafting Ethical AI Tools: A Blueprint for Nigerian Innovators

Armed with these lessons, Nigerian professional firms must proactively architect AI tools that embed ethics from inception, extending seamlessly to Gen AI capabilities. The first pillar is transparency, unlike Deloitte’s opaque AI use, tools should include “explainability” modules, using libraries like SHAP in Python to demystify decision paths. For Gen AI, this means watermarking outputs (e.g. via OpenAI’s classifier APIs) to flag synthetic content, preventing unwitting propagation of errors.

Bias reduction should also reflect Nigeria’s unique social and economic diversity. Most generative AI systems are trained on global data that lean heavily toward western cultures, which means they often overlook local realities, such as how Nigerians mix English and local languages (code-switching) in everyday communication and even in official documents. Firms should curate inclusive datasets, sourcing from NITDA’s open repositories or partnering with universities and apply debiasing algorithms from Fairlearn.

Building ethical AI also demands multidisciplinary collaboration. Ethicists, lawyers, and subject-matter experts should be involved from the outset as PwC’s experience shows how a siloed culture can enable breaches and ethical failures.

Regulatory alignment is non-negotiable. Building on the National Information Technology Development Agency’s (NITDA) foundational National AI Policy, the National AI Strategy 2024 reinforces the need for human oversight, accountability, and ethical governance in AI adoption. In response, Nigerian companies can demonstrate leadership by establishing internal AI ethics boards, embedding responsible-AI principles into operations, and conducting quarterly reviews of deployed tools to ensure ongoing compliance and transparency. To manage costs, firms can leverage open-source platforms such as Hugging Face to fine-tune large language models on anonymized internal data, preserving both privacy and intellectual property control. This proactive approach not only helps prevent ethical and reputational crises but also positions Nigerian firms as regional leaders in responsible AI, attracting foreign direct investment (FDI) from ethically driven investors.

Deploying Gen AI Ethically: Integrating into Workflows Without Compromise

Deploying generative AI raises the stakes for professional firms, demanding safeguards that scale with use. A phased approach, as seen in Deloitte Australia’s AI-related reporting missteps, underscores the need for pilot programs before full-scale deployment. Firms should start small, using Gen AI for low-risk, internal tasks like summarizing meeting notes or drafting internal emails and only expand to client-facing reports once the technology has been tested and benchmarked against human performance baselines through A/B testing.

Training and oversight are equally vital. The PwC Australia tax leak scandal revealed how cultural and oversight failures can compromise confidentiality and trust based on the Financial Times article, PwC Australia’s culture attacked in tax leak scandal report.

Nigerian firms can learn from this by mandating AI literacy and ethics modules for all staff. Training should include realistic simulations of ethical breach scenarios such as data leaks or misuse of confidential information to build awareness and accountability.

Clear usage policies are non-negotiable. Companies should prohibit unvetted generative AI tools in public-facing work and require transparent disclosure when AI contributes to deliverables. For example, firms might include a statement such as: “This analysis incorporates Generative AI reviewed under human supervision.”

To ensure accountability, firms can implement continuous auditing and observability tools, similar to LangChain’s tracing capabilities used in Gen AI model chains, which flag anomalies in real time and maintain audit trails for review.

In Nigeria’s increasingly hybrid and cloud-based work environments, firms must extend these safeguards to their vendors and technology partners. This includes vetting cloud providers such as AWS, Microsoft Azure, or Google Cloud for compliance with the Nigeria Data Protection Act (NDPA, 2023), especially around data residency, consent, and lawful processing. Contracts should include explicit data protection and AI governance clauses that ensure compliance with the Nigeria Data Protection Act (NDPA, 2023) and the principles laid out in the National AI Strategy 2024, such as data minimisation, access control, accountability, and transparency

Across Africa, some organizations are already showing how this can work in practice. For instance, South African law firm Bowman Gilfillan has integrated AI-assisted workflows with ethical checklists and human review protocols, reportedly reducing documentation errors by nearly 40%. Nigerian firms can adopt similar frameworks, embedding ethics into everyday operations rather than treating it as a formality.

Finally, ethical deployment must be measured and rewarded. Firms can link key performance indicators (KPIs) to compliance, accuracy, and transparency metrics such as audit pass rates or verified citation accuracy. Recognizing and rewarding teams that uphold ethical standards helps build a culture of integrity rather than one driven purely by revenue targets.

In the long run, ethical AI deployment is not a checkbox, it’s a competitive advantage. It enhances efficiency, prevents reputational and legal risks, and reinforces the trust that defines Nigeria’s professional services sector. By learning from global missteps like Deloitte’s AI errors and PwC’s governance failures, Nigerian firms can establish themselves as leaders in AI ethics and responsible innovation across Africa, attracting foreign direct investment (FDI) from value-driven global partners who prioritize transparency and trust.

Conclusion: From Cautionary Tales to Ethical Triumph

The Deloitte and PwC scandals, though oceans away, mirror pitfalls Nigerian firms can sidestep through deliberate ethical AI stewardship. By building transparent, bias-aware tools and deploying them with rigorous oversight, companies can unlock Gen AI’s potential responsibly. In doing so, they not only safeguard reputations but also contribute to a trustworthy digital economy, one where innovation serves society, not subverts it. The time to act is now; the cost of inaction, as Australia learned, is unmeasurably high.

Written by Adeola Osifeko LLB, BL,LLM, ACIS, ABR, Principal, AEO Law Practice

2026 Economic Outlook for Nigerian MSMEs: Data Driven Insights from PwC, IMF & Local Realities.

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As we step into the Ember Period, when the year glows with the intensity of renewed resolve, it is a decisive moment for Nigerian Micro, Small, and Medium Enterprises (MSMEs) to reflect, recalibrate, and project forward. Today’s Tuesday Notes series seek to equip business leaders, entrepreneurs, and in-house counsel with actionable intelligence rooted in robust data and local realities.

This edition examines the 2026 outlook, drawing from the IMF and PwC half-year reports, while situating these global insights within Nigeria’s economic context. The challenges of foreign exchange reforms, high inflation, infrastructure bottlenecks, and regulatory changes define the terrain in which MSMEs operate. Yet opportunities abound in digital transformation, sustainability, and Africa-wide trade integration.

Global Trends, Local Implications

The IMF projects global GDP growth of 3.0% in 2025 and 3.1% in 2026, while PwC estimates more modest figures at 2.3%–2.7%. These numbers indicate a slower but resilient global economy. For Nigerian MSMEs, this matters in two key ways: export opportunities into growing markets like India and Sub-Saharan Africa, and exposure to global risks such as tariffs, commodity price shocks, and currency volatility.

Globally, inflation is easing, with advanced economies stabilizing near 2%. But in Nigeria, inflation remains elevated, crossing 30% in mid-2025 and projected to average above 20% into 2026. For MSMEs, this means continued pressure on input costs and consumer demand, requiring smarter pricing, supply chain efficiencies, and cost controls.

Interest rates in advanced economies are easing gradually, but Nigeria faces persistently high rates following CBN’s tightening cycle to stabilize the naira. Lending rates for SMEs often exceed 20%, constraining access to credit. Nigerian MSMEs must therefore explore alternative financing channels—private equity, impact investors, fintech-driven credit platforms—while pushing for policy reforms that unlock cheaper capital.

Nigeria’s MSME Landscape

MSMEs contribute about 46% to Nigeria’s GDP and account for over 80% of employment, according to PwC’s MSME Survey. Yet the sector is highly vulnerable to exchange rate volatility, energy costs, and regulatory complexity.

The IMF forecasts Nigeria’s GDP growth at 3.2% in 2025 and 3.0% in 2026, driven by non-oil sectors like agriculture, services, and fintech. But inflation, currency weakness, and infrastructure deficits remain structural hurdles.

For decision makers, this dual reality—growth potential but fragile fundamentals—demands strategic recalibration. Nigerian MSMEs must:

(i) Diversify beyond domestic markets by leveraging AfCFTA, particularly into West African trade corridors.

(ii) Invest in digital tools, including generative AI, to cut costs and expand reach.

(iii) Build resilience into supply chains by integrating regional suppliers and hedging against FX risks.

Legal and Regulatory Considerations

For in-house counsel and legal advisors, the years ahead will require sharper focus on compliance, contracts, and risk management:

i. Tax and fiscal reforms: The Federal Government continues to broaden its tax net. MSMEs must ensure proper structuring and compliance to avoid penalties while exploring available incentives.

ii. CBN regulations: Ongoing currency and banking reforms will affect FX access and loan conditions. Counsel should review financing contracts closely to capture currency and interest rate risks.

iv. Trade agreements: The AfCFTA presents opportunities but requires legal preparedness—compliance with rules of origin, dispute resolution mechanisms, and cross-border contract drafting.

v. Technology and data governance: As more MSMEs adopt AI and digital platforms, compliance with Nigeria Data Protection Act (NDPA) and intellectual property laws becomes critical.

vi. Sustainability standards: Climate reporting and green certifications are gaining traction globally; Nigerian MSMEs seeking export markets must prepare for these requirements.

Strategies for Thriving in 2026

For Nigerian MSMEs, thriving in the next 18 months requires balancing immediate resilience with long-term reinvention. Practical strategies include:

i. Conducting scenario planning using IMF, PwC, and CBN data to anticipate FX and inflation movements.

ii.Strengthening governance structure, which implies boards, compliance units, and in-house counsel navigate regulatory uncertainty.

iii.Partnering regionally to expand trade and reduce dependency on volatile local inputs.

iv. Investing in workforce upskilling, particularly digital and legal literacy.

v. Pursuing sustainable practices that align with green financing opportunities.

Conclusion: Igniting Nigeria’s Ember Glow

As 2025 draws to a close, Nigerian MSMEs face a demanding yet opportunity-rich horizon. Global trends signal moderation, while local realities call for resilience and reinvention. Decision makers and in-house counsel must therefore embrace the sevenfold wisdom of the Ember Period—turning uncertainty into fuel for transformation.

At AEO Law Practice, we remain committed to supporting Nigeria’s business leaders with data-driven insights and legal foresight to ensure MSMEs not only survive, but glow brighter in 2026 and beyond.

Virtual Reality and the Future of Legal Practice: Common Law Innovations and the Nigerian Imperative.

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Introduction

The convergence of law and technology is reshaping the global legal landscape, with Virtual Reality (VR) emerging as a transformative tool in common law jurisdictions. From immersive courtroom simulations to advanced dispute resolution platforms, VR is revolutionising how legal professionals learn, litigate, and deliver justice.

In Nigeria, Africa’s largest common law system by population, VR presents a unique opportunity to modernise legal practice, enhance judicial efficiency, and expand access to justice. The Evidence (Amendment) Act 2023 (The Amended Act) has updated Nigeria’s legal framework to accommodate technological advancements, including electronic records and digital signatures, providing a robust foundation for VR’s integration into judicial processes.1 This article explores global VR applications in legal practice, proposes implementation models for Nigeria, and examines the legal and ethical considerations under the amended Evidence Act to ensure VR’s effective adoption.

1. From Gaming to the Gavel: How Common Law Jurisdictions Are Using Virtual Reality

Technology is not merely enhancing legal tools—it is redefining the practice of law. In common law jurisdictions, VR is being integrated into judicial processes, legal education, and evidence presentation, offering valuable lessons for Nigeria.

In June 2022, the UK Ministry of Justice launched a pioneering VR training initiative aimed at improving the capabilities of magistrates and legal aid professionals in managing domestic abuse cases.2 This program formed part of a wider strategy to strengthen the family court system’s approach to domestic violence, aligning with the objectives of the Cafcass Domestic Abuse Learning and Improvement Plan.2B The VR training was designed to deepen participants’ understanding of domestic abuse dynamics and enhance their skills in navigating related legal proceedings.

Similarly, the University of Westminster’s Virtual Courtroom Project, evaluated through the JUSTICE virtual trial experiments, illustrates the transformative potential of VR in legal education and courtroom simulation. These trials enabled jurors, witnesses, and observers to participate in realistic courtroom environments remotely, fostering improved comprehension of courtroom roles, clearer sightlines, and synchronized document viewing. Respondents reported that the VR-enabled interactions closely mirrored the dynamics of physical trials, enhancing both procedural understanding and advocacy skills.3

In the United States, the historic use of VR occurred in the landmark case of State of Florida v. Miguel Rodriguez Albisu on December 14, 2024, when Broward County Judge Andrew Siegel donned an Oculus Quest 2 headset to view a virtual reality simulation of the incident from the defendant’s perspective—believed to be the first time VR was formally introduced into a criminal hearing in American courtrooms. Also, a study by the University of South Australia supports this innovation, showing that VR, through 3D headsets, enhances jury comprehension by immersing them in crime scenes, such as car crashes or violent incidents. Developed with input from legal professionals and law enforcement, these VR simulations improve the precision of evidence presentation, enabling jurors to make better-informed decisions. The increasing use of VR in courtroom settings and legal training highlights its capacity to modernise justice delivery in the digital age—presenting a forward-looking model that Nigeria could adapt and implement.5

These global precedents highlight VR’s versatility in judicial and educational settings. For Nigeria, the Amended Act provides a legal framework for admitting VR-generated electronic records as evidence, facilitating courtroom integration.6

2. Beyond the Bar: VR as a Tool for Legal Education and Continuing Professional Development

VR can democratise legal education in Nigeria, equipping young lawyers with practical skills before they’re assimilated into professional practice. By simulating real-world scenarios, VR addresses disparities in training opportunities across regions.

Globally, legal education is embracing innovation through VR, offering immersive, simulation-based learning experiences that mirror the demands of real-world legal practice. Much like the U.S. shift toward practical skill-building in the NextGen Bar Exam, VR is being integrated into law school curricula to develop key competencies such as advocacy, client counseling, and dispute resolution.

By placing students in curated, role-play scenarios, VR enables them to apply legal principles in dynamic contexts while receiving immediate, iterative feedback. This approach not only reinforces core lawyering skills but also supports the formation of professional identity, helping students see themselves as future practitioners.

As experiential learning becomes central to legal education, VR emerges as a powerful pedagogical tool—enhancing realism, promoting reflective practice, and surpassing traditional, lecture-based instruction in preparing students to meet the complex challenges of modern legal practice.7 These tools provide experiential learning that traditional methods cannot replicate.

In Nigeria, the Nigerian Law School/Continuing Legal Education (CLE) authorities can also leverage VR to standardise training. By partnering with edtech firms, law schools in Yola, Enugu, and Abuja could develop VR-based legal clinics and trial simulations, enabling students to practise advocacy in simulated disputes/trials. The Amended Act 2023 supports this by recognising electronic records, such as VR-generated training materials, as admissible documents, provided they meet authentication requirements.8 This legal backing ensures that VR-based educational tools can be seamlessly integrated into Nigeria’s legal curriculum.

3. Virtual Adjudication: Dispute Resolution in the Age of Immersive Technology

VR’s immersive neutrality can enhance Alternative Dispute Resolution (ADR), litigation, and court processes, particularly in emotionally charged disputes. By creating virtual environments that reduce anxiety and improve focus, VR offers a novel approach to dispute resolution.

The UK Civil Justice Council (CJC) has recommended the adoption of VR to improve the court experience for victims of domestic abuse by providing immersive environments that reduce intimidation and enhance understanding of courtroom procedures. According to BBC, it’s being used to enhance judicial understanding of domestic abuse victims’ experiences in family courts. A VR film titled Through the Eyes of Another, developed by Police and Crime Commissioners from Cleveland, Durham, and Northumbria in collaboration with Teesside University, immerses viewers in the journey of an abusive relationship. The resource, based on real victim testimonies and endorsed by former Supreme Court President Baroness Hale, aims to humanise court proceedings by helping judges and court staff better grasp the psychological impact of abuse. It is described as a transformative, empathetic judicial training tool9 demonstrating VR’s potential to enhance access to justice.

In Nigeria, the Lagos Multi-Door Courthouse (LMDC) and National Industrial Court of Nigeria (NICN) could adopt VR mediation rooms for tenancy disputes or trade, labour disputes respectively. The Amended Act supports this by recognising information in electronic form, such as VR mediation records, as equivalent to written documents, provided they are accessible for subsequent reference.10 Additionally, the Amended Act allows electronically deposed affidavits, facilitating remote VR-based mediation.11 These provisions enable Nigeria to implement VR in ADR, making justice more accessible, especially in remote areas.12

4. Judicial Innovation in Nigeria: From e-Filing to Immersive Justice

Nigeria’s judiciary has recently embraced technology in phases, from e-filing to virtual hearings. VR represents the next frontier in this digital evolution, with the Amended Act providing a legal foundation for its adoption.

Pilot programmes in courts like the Federal High Court or Lagos State Judiciary could test VR in criminal and civil trials. For instance, VR reconstructions could enhance evidence presentation in land/property and construction disputes or accident cases in factories, making complex evidence more accessible to judges. The Amended Act deems electronic records, such as VR-generated simulations, admissible as documents if authentication conditions are met, ensuring their reliability in court.13 Partnerships with LegalTech startups could develop VR-integrated evidence platforms, which aligns with the Amended Act, empowering the Minister of Justice to prescribe conditions for admitting new classes of evidence.14

VR can also address Nigeria’s case backlog by streamlining pre-trial processes. Virtual pre-trial or case management conferences, supported by the provisions of the Amended Act, allow for audio-visual proceedings, which could reduce physical court appearances, saving time and resources.15 The National Industrial Court’s adoption of virtual hearings demonstrates the judiciary’s readiness for VR adoption.

5. Legal and Ethical Considerations: What Must Be in Place for VR to Thrive

VR’s adoption in Nigeria must be grounded in a formidable legal and ethical framework to ensure procedural fairness and public trust. The Evidence (Amendment) Act 2023 provides a starting point, which requires further regulatory clarity needed in areas such as:

  • Standards for authentication and integrity of VR-based evidence or simulations
  • Guidelines for admissibility of immersive or reconstructed experiences in court
  • Judicial protocols for the use of headsets or virtual environments during hearings
  • Safeguards against prejudicial impact and bias in immersive presentations
  • Privacy and data protection for individuals involved in VR-based legal education or proceedings

Until such specific procedural rules and evidentiary standards are developed—possibly through amendments to court practice directions—VR’s use in Nigerian legal practice will remain experimental and limited in formal settings.

The Amended Act outlines authentication requirements for electronic records, which implications extend to VR simulations, including verifying digital signatures.16 The rules of Courts must establish guidelines to ensure VR evidence meets these standards, balancing probative value against risks of manipulation. a safeguard crucial for maintaining the security and credibility of VR-generated evidence. 17 In parallel, ethical guidelines must be established—especially for non-litigious uses such as mediation and client consultations—to ensure data privacy, informed consent, and responsible use. Accordingly, the development of certification standards for VR tools, as contemplated by the Act, should include rigorous testing for accuracy, reliability, and neutrality, to prevent unintended bias or unfair influence in judicial outcomes.18

The Nigerian Bar Association (NBA) and National Judicial Council (NJC) should collaborate with technology experts to develop these frameworks, ensuring VR’s integration aligns with Nigeria’s legal and cultural context.

6. VR Courtroom Challenges & Practical Considerations

While VR offers transformative potential, its integration into courtrooms raises significant challenges that Nigeria must address to ensure fairness and reliability. The historic use of VR in State of Florida v Miguel Rodriguez Albisu, underscores both the promise and pitfalls of VR evidence.19

A key challenge is ensuring the accuracy and authenticity of VR simulations. As Judge Scott Schlegel noted, “How do we ensure the data used to create these environments is complete and untampered with? What expertise is needed to verify the accuracy of a VR recreation? In Nigeria, courts must establish protocols to validate VR data, aligning with requirement that electronic records meet specific conditions for admissibility.20

Furthermore, expert testimony may be required to authenticate VR simulations, ensuring they are not manipulated to favour one party. Additionally, VR’s immersive nature can evoke strong emotional responses, potentially overshadowing factual evidence and introducing bias. Different viewing angles or headset adjustments may lead to inconsistent interpretations with a judge, complicating fair adjudication.

Practical considerations include accessibility and cost. VR headsets and software require significant investment, which may strain Nigeria’s judicial budget. Ensuring equitable access for all parties, including indigent litigants, is critical to prevent disparities in justice delivery.21 Cybersecurity is another concern, as VR data could be vulnerable to hacking or unauthorized access, necessitating robust protection protocols under authentication requirements of the Amended Act.22

Courts must also train judges, lawyers, and staff to use VR effectively, as inadequate training could undermine its benefits. Nigeria can address these challenges by developing clear admissibility rules, investing in training, and partnering with technology experts to create cost-effective, secure VR solutions.

7. Conclusion: A Call for Strategic Adoption—Leadership from the Bar and the Bench

VR’s integration into Nigeria’s legal system is a strategic imperative to enhance justice delivery in a digitally evolving world. The Evidence (Amendment) Act 2023 provides foundational legal framework for adopting VR, recognising electronic records and audio-visual proceedings as valid components of judicial processes.

The NBA, its sections and fora should integrate VR pilots into CPD programmes, offering workshops to familiarise lawyers with immersive technologies. The judiciary also should conduct VR awareness workshops and sandbox trials to test applications in real-world settings.

At the 19th International Business Law Conference in July, the NBA-SBL featured a fringe show exploring how virtual reality (VR) can be deployed in legal practice. Building on this, the ongoing NBA Conference continues the conversation, with the breakout plenary session on 25 August addressing both the advantages and challenges of deploying VR. Introducing a dedicated “FutureTech and the Law” track in the NBA Section on Business Law’s Annual Conference would further enrich these discussions, providing a structured platform for dialogue on VR’s role in shaping the future of legal practice. By leveraging the Evidence (Amendment) Act 2023, Nigeria can position itself as a promoter of judicial innovation in Africa, ensuring equitable access to justice and preparing legal professionals for a technology-driven future.

Endnotes

1. Evidence (Amendment) Act 2023, ss 84(a)–84(d) & 255.

2. Ministry of Justice, The Family Court and Domestic Abuse: Achieving Cultural Change (Gov.uk, 25 June 2020)<https://www.gov.uk/government/publications/the-family-court-and-domestic-abuse-achieving-cultural-change/the-family-court-and-domestic-abuse-achieving-cultural-change-accessible-version> Accessed 27 June 2025

    2B. The Cafcass Domestic Abuse Learning and Improvement Plan, initiated in response to the 2020 Ministry of Justice’s Expert Panel on Harm in the Family Courts report, is a comprehensive strategy by the Children and Family Court Advisory and Support Service (Cafcass) to improve its response to domestic abuse in family court proceedings

    3. Wend Teeder, Linda Mulcahy and Emma Rowden, Virtual Courtroom Experiment: Data Report (JUSTICE, 2020) https://files.justice.org.uk/wp-content/uploads/2020/10/06165906/FINAL-JUSTICE-III_Exploring-the-case-for-Virtual-Jury-Trials-during-the-COVID.pdf  accessed 27 June 2025

    5. Lars Daniel, ‘Historic First—Judge Dons Oculus VR Headset To Experience Crime’ (Forbes, 6 January 2025) https://www.forbes.com/sites/larsdaniel/2025/01/06/historic-first-judge-dons-oculus-vr-headset-to-experience-crime Accessed 27 June 2025

    6. Dr Andrew Cunningham, ‘Bringing the Jury to the Crime Scene via a 3D Headset’ (22 July 2021) https://www.unisa.edu.au/media-centre/Releases/2021/bringing-the-jury-to-the-crime-scene-via-a-3d-headset/ Accessed 27 June 2025.

    7. Ibid Footnote 1.

    8. Mitch Zamoff, ‘The Seven Essential Law School Simulation Courses’ (2024) 2024 Utah L Rev 997. Also find out more about NextGen Bar Exams here: https://nextgenbarexam.ncbex.org/

    9. EAA 2023, s 84(b).

    10. Louise Hobson, ‘Virtual Reality Should Be Used in Court, Judges Say’ (BBC News, 16 September 2024) https://www.bbc.com/news/articles/cp8n67wxgjro accessed 27 June 2025.

    11. EAA 2023, s 84(a).

    12. EAA 2023, s 108(2).

    13. ibid.

    14. EAA 2023, s 84(b).

    15. EAA 2023, s 255.

    16. EAA 2023, ss 109–110.

    17. EAA 2023, s 84(c).

    18. EAA 2023, s 84(d)

    19. Ibid (n14).

    20. Ibid (n4)

    20. Ibid (n13)

    21. Ibid (n19)

    22. (n16)

    Written by Adeola Osifeko LLB,BL,LLM,ACIS,ABR. She can be reached on 07074453571, adeola@aeolawpractice.com

    Enhancing Inclusivity in the Intellectual Property Ecosystem: Leveraging Nonconventional IP Tools for Women’s Participation in Innovation.

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    Abstract
    The intellectual property (IP) system has traditionally relied on tools such as patents, industrial designs, copyrights, and trademarks, which often fail to recognize the contributions of marginalized groups, particularly women whose innovations frequently take nonconventional forms like traditional knowledge (TK) and trade secrets. This article examines how these alternative IP mechanisms allow for more inclusive legal       framework, focusing on empowering women innovators, especially from indigenous people and local communities.

    Drawing on policy-oriented and qualitative approaches, it evaluates the potential of TK protections and trade secrets to strengthen women’s role in global innovation. Case studies, international frameworks, and targeted recommendations inform strategies for equitable IP systems that value and safeguard women’s contributions.

    1. Introduction

    Traditional knowledge (TK), encompassing the innovations, practices, and know-how of indigenous and local communities in fields such as agriculture, medicine, and environmental management, is a vital resource for cultural identity, biodiversity conservation, and sustainable development. Despite its immense value, TK remains vulnerable to misappropriation and exploitation, particularly in an era of rapid globalization and insufficient legal protections. Women are often at the heart of this knowledge system, serving as primary custodians of herbal medicine, sustainable farming methods, craftsmanship, and cultural expressions. These practices, typically passed down orally or maintained through shared traditions, rarely align with the rigid frameworks of conventional intellectual property (IP) systems which prioritise individually owned, legally constructed, and formally documented innovations.

    The global IP system, while central to fostering creativity and economic growth, has historically marginalized such contributions. This exclusion disproportionately affects women in indigenous and local communities, whose innovations are embedded in collective, place-based knowledge systems. Nonconventional IP tools, particularly TK protections and trade secret law offer flexible pathways to bridge this gap. By emphasizing confidentiality and the preservation of commercially valuable know-how, trade secrets can provide a viable framework for safeguarding TK without making it seem like a square peg matched with the round peg patent or copyright models. These tools not only help protect against exploitation but also foster inclusive innovation, ensuring that women’s contributions are recognized and rewarded. Policy frameworks such as the Convention on Biological Diversity (CBD) and the Nagoya Protocol further reinforce this approach by promoting equitable benefit-sharing, community participation, and respect for the rights of TK holders.

    .

    2. Nonconventional IP Tools and Women’s Contributions

    Traditional knowledge (TK) in Africa especially Nigeria encompasses centuries-old practices deeply embedded in community life, from the medicinal and culinary uses of Efinrin (Ocimum gratissimum) to the intricate Adire textile-making tradition of Abeokuta and time-tested sustainable farming methods.

    Efinrin, a herbaceous plant in the Lamiaceae family and native to Africa, is a staple in many Nigerian households, prized both as a flavourful spice and as a potent medicinal resource. Its essential oil, best extracted in the early morning to preserve volatile compounds—has long been used to treat ailments such as stomach upset, haemorrhoids, upper respiratory infections, diarrhoea, headaches, skin diseases, and conjunctivitis. Women are central to its processing, leading the steam distillation of Efinrin oil, which, when blended with carrier oils like coconut or olive, serves as an effective anti-inflammatory and insect repellent.

    Similarly, Adire (also known as Kampala) represents a heritage art form that fuses creativity, tradition, and economic empowerment. Originating particularly from Abeokuta, it has been practiced for generations by women in Yoruba communities such as the Egba. This craft employs intricate resist-dye techniques including tying, stitching, folding, and the application of cassava paste or wax—to produce striking indigo-patterned textiles. The hub of this tradition is Itoku Market in Abeokuta, where over 1,500 women are engaged in the creation, marketing, and sale of Adire fabrics. As with Efinrin oil extraction, Adire production is sustained through intergenerational knowledge transfer, with women artisans safeguarding techniques that are both culturally symbolic and economically vital.

    In rural areas, other women continue to uphold agricultural methods shaped by centuries of ecological understanding, reinforcing the role of TK as a living system of innovation.

    Nonconventional IP tools such as trade secrets offer a promising avenue for protection. By safeguarding confidential know-how without the need for formal registration, trade secrets enable women-led cooperatives producing herbal products or culturally significant textiles to maintain competitive advantages. Preserving the secrecy of unique dyeing processes in Adire production or specialized herbal extraction methods in Efinrin oil preparation allows these communities to participate in innovation on their own terms, avoiding the costs and complexities of patent and industrial design systems while retaining control over their cultural and intellectual heritage.

    3. Policy-Oriented Approaches to Inclusivity

    Policy reform is key to integrating nonconventional IP tools into broader national and international frameworks. India’s Traditional Knowledge Digital Library (TKDL) demonstrates how documenting TK in accessible formats can prevent misappropriation and support legal defenses, as seen in the turmeric and neem cases where women’s medicinal knowledge was central.

    The CBD, adopted in 1992, calls on nations to respect, preserve, and maintain TK relevant to biodiversity, and to ensure equitable benefit-sharing through prior informed consent (PIC) and mutually agreed terms (MAT). Also, the Nagoya Protocol strengthens these principles, requiring community consent for TK use and mandating equitable sharing of benefits—whether through royalties, technology transfer, or capacity-building. While gender is not explicitly addressed, these frameworks implicitly recognize the need to protect the rights of women, who are often the primary custodians of TK.

    National adoption of these principles can include legislation recognizing communal ownership, mechanisms for documenting TK without compromising confidentiality, and benefit-sharing systems that fairly reward women’s contributions.

    4. Case Study Insights

    IP protection for traditional knowledge (TK) generally takes two forms: positive protection which grants IP rights to communities, enabling them to prevent unauthorized use and actively benefit from their TK. Also, defensive protection, on the other hand, prevents others from securing IP rights over TK, for example, by documenting it to block or invalidate illegitimate patents.

    The following qualitative case studies illustrate how nonconventional IP tools can be applied to safeguard intellectual heritage, offering insights into the legal, cultural, and policy dimensions of landmark case study and disputes. These case studies show that strategic legal measures, combined with thorough documentation, can effectively prevent misappropriation, particularly of knowledge preserved and transmitted by women. The following cases, drawn from credible sources, highlight how TK protection intersects with global IP law, biodiversity governance, and women’s innovation.

    1. Samoa’s Traditional Knowledge and HIV/AIDS Research

    1.1 Background and Legal Context

    Prostratin, an anti-HIV compound derived from the mamala tree (Homalanthus nutans), native to Samoa, represents a rare and significant intersection of traditional knowledge and modern pharmaceutical innovation. For centuries, Samoan traditional healers (taulasea) have used the tree’s bark to treat various ailments, including hepatitis. Guided by this knowledge, researchers—most notably from the University of California, Berkeley—identified Prostratin’s unique ability to activate latent HIV reservoirs, enabling antiretroviral drugs to more effectively target and eliminate the virus.

    The use of traditional knowledge in such research is governed by international frameworks, particularly the Convention on Biological Diversity (CBD) (1992) and its Nagoya Protocol (2010). These frameworks emphasize the fair and equitable sharing of benefits arising from the use of genetic resources and associated traditional knowledge. As a signatory to the CBD, Samoa has implemented national measures to safeguard biodiversity and cultural heritage, ensuring that traditional communities are recognized and compensated for their contributions. The Prostratin agreement stands as a landmark access and benefit-sharing (ABS) arrangement, aligning with these legal principles and honouring the intellectual heritage of Samoan healers.

    1.2 Challenges & Outcome

    The central challenge was ensuring that the benefits from Prostratin’s development were shared equitably with the Samoan communities whose knowledge made its discovery possible. Historically, bioprospecting has often led to exploitation, with indigenous communities receiving little recognition or compensation. Crafting an agreement that balanced the interests of researchers, pharmaceutical companies, and Samoan communities required navigating complex issues of intellectual property rights, cultural sensitivity, and economic fairness.

    Scientific and logistical hurdles also loomed large. Translating traditional knowledge into a market-ready drug demanded extensive research, costly clinical trials, and stringent regulatory approvals—without any guarantee of commercial success. Moreover, there was a moral imperative to ensure that Prostratin, if successfully developed, would be affordable and accessible to the populations most affected by HIV/AIDS, particularly in low-resource settings.

    In 2004, a groundbreaking benefit-sharing agreement was signed between the University of California, Berkeley, the Government of Samoa, and local communities. Key provisions included:

    • Revenue-sharing with the village where the mamala tree was sourced and the families of the traditional healers.
    • Allocation of funds to further HIV/AIDS research.
    • A commitment to make Prostratin available to developing countries at low or no cost.

    The partnership also involved the AIDS Research Alliance, which sought to license Prostratin to pharmaceutical companies under affordability-focused terms. This arrangement has been widely recognized as a model for ethical bioprospecting, ensuring profits are reinvested into community development and global health initiatives.

    By 2023, Prostratin remained in the research and development stage, with ongoing work to refine its clinical applications. Nonetheless, the benefit-sharing framework has already set a precedent for future collaborations between indigenous knowledge holders and biomedical researchers.

    1.3 Legal and Policy Significance

    The Prostratin case study stands as a landmark in operationalizing the CBD and Nagoya Protocol, demonstrating that traditional knowledge can be integrated into modern drug discovery while respecting indigenous rights. It highlights the importance of ABS agreements in preventing biopiracy and making indigenous communities active partners in the commercialization of their knowledge and resources.

    Samoa’s government played a pivotal role as mediator, ensuring that negotiations prioritized community welfare. This case has influenced global policy debates on intellectual property rights and bioprospecting, prompting other nations to strengthen their ABS frameworks.

    The Prostratin agreement also offers a forward-looking model for ethical licensing in pharmaceuticals, prioritizing affordability, equitable benefit-sharing, and reinvestment in research over profit maximization. By addressing both indigenous rights and global health inequities, it provides a blueprint for tackling pressing medical challenges, such as HIV/AIDS, in ways that serve both local and global interest

    2. The Turmeric Case

    2.1 Background and Legal Context

    In 1995, the United States Patent and Trademark Office (USPTO) granted Patent No. 5,401,504 to two researchers at the University of Mississippi Medical Centre for the use of turmeric in wound healing, claiming exclusive rights to sell and distribute it for this purpose. The Council of Scientific and Industrial Research (CSIR) of India challenged the patent in 1996, arguing that turmeric’s medicinal use—especially in Ayurvedic medicine—was centuries old, well known in Indian households, and therefore lacked the novelty, non-obviousness, and inventive step required for patentability under U.S. law (35 U.S.C. §§ 102 and 103).

    2.2 CSIR’s Challenge and Outcome

    CSIR presented 32 pieces of evidence, including ancient Sanskrit texts and a 1953 Journal of the Indian Medical Association article, to prove that turmeric’s wound-healing properties were long-established public knowledge. Applying the Person Having Ordinary Skill in the Art (PHOSITA) standard, the USPTO found the claimed invention obvious and revoked the patent in 1997.

    2.3 Legal and Policy Significance

    This landmark victory against bio-piracy exposed the limitations of conventional IP in recognizing collectively held, orally transmitted knowledge. It also spurred the creation of India’s Traditional Knowledge Digital Library (TKDL) in 2001—a multilingual database designed to make TK accessible to patent examiners worldwide, preventing similar cases of misappropriation. Importantly, turmeric’s household uses, often preserved and practiced by women, were central to the case, aligning with the Convention on Biological Diversity (CBD) Article 8(j) and the Nagoya Protocol’s provisions on prior informed consent (PIC) and mutually agreed terms (MAT).

    3. The Neem Case

    3.1 Background and Legal Context

    In the early 1990s, W.R. Grace and the U.S. Department of Agriculture obtained a European Patent Office (EPO) patent for a method of controlling plant fungi using hydrophobic neem seed extracts. Indian activists, including the Research Foundation for Science, Technology and Ecology (RFSTE), IFOAM, and former European Parliament member Magda Aelvoet, opposed the patent in 1995. They argued that neem’s fungicidal and medicinal properties had been recorded in Ayurvedic texts and practiced in Indian agriculture for centuries.

    3.2 Opposition and Outcome

    The challengers submitted historical and practical evidence showing neem’s long-standing use to treat skin conditions and protect crops. In 2005, after extensive review, the EPO revoked the patent for lack of novelty and inventive step under Articles 54 and 56 of the European Patent Convention.

    3.3 Legal and Policy Significance

    The Neem case reinforced the principle that TK cannot be monopolized when it lacks novelty. It also underscored the difficulties of protecting orally transmitted and communally owned knowledge under conventional IP systems. Like the turmeric dispute, the case helped solidify the role of the TKDL, particularly in documenting women’s knowledge of neem’s medicinal applications. It also resonated with the CBD’s Article 15 and the Nagoya Protocol’s access benefit-sharing requirements, bringing ethical concerns about bio-piracy into sharper global focus.

    4. The Basmati Rice Case

    4.1 Background and Legal Context

    In 1997, the USPTO granted Patent No. 5,663,484 to RiceTec Inc. for a hybrid strain of Basmati rice with characteristics similar to traditional varieties cultivated in India and Pakistan. Some claims extended to the rice’s genetic properties and branding as “Basmati.” India, led by the CSIR and other stakeholders, opposed the patent, arguing that Basmati had been grown in the region for centuries and that its unique qualities were part of shared agricultural heritage.

    4.2 Opposition and Outcome

    Evidence of Basmati’s traditional cultivation and prior art led the USPTO, in 2000, to revoke 17 of the 20 claims, allowing only those related to distinct hybrid strains. The trademark claim to the name “Basmati” also failed, though U.S. law permitted RiceTec to market rice under that name.

    4.3 Legal and Policy Significance

    This case highlighted the value of Geographical Indications (GIs) as an alternative IP tool. In response, India enacted the Geographical Indications of Goods (Registration and Protection) Act, 1999, and successfully registered Basmati as a GI, recognizing its link to specific regions in India and Pakistan. The case also emphasized the economic importance of Basmati to traditional farmers, particularly women, who have cultivated it for generations. It aligned with CBD and Nagoya Protocol principles on equitable benefit-sharing and underscored the role of legal awareness and capacity-building in empowering communities to protect TK.

    5. Overall Implications

    Across these cases, a clear pattern emerges: TK, often safeguarded by women in local communities, remains vulnerable under conventional IP regimes. Victories in the turmeric, neem, and Basmati disputes were made possible through documented prior art, strategic legal action, and international advocacy. They also demonstrate the potential of nonconventional IP tools such as TK databases, GIs, and trade secrets to bridge the gap between formal IP law and community-based knowledge systems. These precedents continue to influence global policy debates, pushing for legal mechanisms that respect cultural heritage while ensuring equitable benefit-sharing for source communities.

    6. Challenges and Barriers

    Despite their potential, TK protections and trade secrets face obstacles in advancing women’s participation. Limited access to legal resources, education, and technical expertise disproportionately affects women in indigenous and marginalized groups. The oral and collective nature of TK often clashes with formal IP systems that prioritize individual, government and artificial personality ownership and written records.

    Also, socioeconomic challenges, including poverty and gender bias, further constrain women’s ability to claim their rights.

    Additionally, bio-piracy remains a persistent threat, with external actors exploiting TK without consent or fair compensation. Overcoming these barriers requires targeted support, from simplified IP processes to legal aid and community-driven documentation initiatives.

    7. Policy Recommendations

    Drawing on lessons from the Prostratin case, Turmeric, Neem, and Basmati disputes and in line with the Convention on Biological Diversity (CBD) and the Nagoya Protocol, the following measures can help create a more inclusive, gender-responsive IP ecosystem that safeguards women’s innovations and ensures equitable benefit-sharing:

    7.1 Strengthen National TK Repositories

    • Establish or expand repositories modelled after India’s Traditional Knowledge Digital Library (TKDL) to document TK in accessible, multilingual formats.
    • Ensure these repositories record women’s contributions to prevent bio-piracy and facilitate legitimate use in research and innovation.

    7.2 Implement and Enforce Geographical Indications (GIs)

    • Introduce robust GI legislation to protect traditional products linked to specific regions, as demonstrated in the Basmati case.
    • Recognize GIs as both economic and cultural assets for women-led enterprises and farming communities.

    7.3 Mandate Prior Informed Consent (PIC) and Mutually Agreed Terms (MAT)

    • Embed PIC and MAT requirements in national laws for all TK use, ensuring communities especially women custodians, receive fair benefits from commercialization.

    7.4 Capacity-Building and Legal Support

    • Provide training for indigenous and local women in navigating IP tools such as trade secrets, collective trademarks, and GIs.
    • Offer legal aid to help communities assert their rights and participate effectively in innovation ecosystems.

    7.5 Foster International Cooperation

    • Develop agreements with major patent offices (e.g., USPTO, EPO, IPO Nigeria) to integrate TK databases into examination procedures.
    • Promote cross-border enforcement to prevent the granting of patents on non-novel TK.

    7.6 Bringing It Home.

    Drawing from the Efinrin case study in Nigeria, the Natural Medicine Development Agency (NNMDA) has advanced traditional knowledge (TK) documentation through initiatives such as the Digital Virtual Library of Medicinal, Aromatic, and Pesticidal Plants (MAPPs). However, without robust legal safeguards, these resources remain vulnerable to biopiracy and inequitable benefit-sharing. Strengthening protection through trade secret law and cooperative agreements between communities, researchers, and industry would address this gap in similar cases of Adire production. Such agreements should ensure confidentiality, equitable profit-sharing, and cultural sensitivity, enabling TK holders to retain control over sensitive knowledge while promoting fair, ethical, and sustainable collaboration.

    8. Conclusion

    Nonconventional IP tools, particularly TK protections and trade secrets, have the potential to transform women’s participation in global innovation. By valuing women’s contributions, especially in indigenous and local contexts—these mechanisms can address systemic inequities and preserve cultural heritage. Integrating policy reforms inspired by the CBD and Nagoya Protocol with targeted capacity-building and gender-responsive legal frameworks can create an IP ecosystem that not only protects innovation but also empowers women as key drivers of creativity, diversity, and sustainable development.

    References

    1. WIPO, ‘Intellectual Property, Traditional Knowledge & Traditional Cultural Expressions/Folklore: A Guide for Countries in Transition (World Intellectual Property Organisation 2013)
    2. WIPO, ‘Intellectual Property and Traditional Knowledge’ (World Intellectual Property Organisation 2022) <https://www.wipo.int/edocs/pubdocs/en/wipo_pub_920 > accessed 4 August 2025.
    3. Rohit Kumar, ‘IP and Indigenous Communities: Protecting Traditional Knowledge and Cultural Heritage’ (Depenning & Depenning, 24 April 2024) < https://depenning.com/blog/ip-and-indigenous-communities-protecting-traditional-knowledge-and-cultural-heritage/> accessed 4 August 2025.
    4.  Olufunke Faluyi, ‘The Medicinal Values of Scent Leaf (Ocimum gratissimum)’ (Punch, 13 May 2023) https://punchng.com/the-medicinal-values-of-scent-leaf-ocimum-gratissimum/ accessed 1 August 2025.
    5. Bridget Inzeribe, ‘A Short History of Adire’ (The Guardian Life, 24 July 2016) https://guardian.ng/life/culture-lifestyle/a-short-history-of-adire/ accessed 1 August 2025.
    6. Arushi Guha , ‘Patenting of Traditional Knowledge in Light of the Turmeric Case’ (IIPRD, 10 September 2022) https://www.iiprd.com/patenting-of-traditional-knowledge-in-light-of-the-turmeric-case/ accessed 9 August 2025.
    7. Geraldine Akutu, ‘Women, Adire and Global Renaissance’ (The Guardian, 29 March 2025) https://guardian.ng/features/women-adire-and-global-renaissance/ accessed 7 August 2025.
    8. Anabel Ovwigho, ‘Protecting Indigenous Knowledge and Traditional Medicine Under Intellectual Property Law in Nigeria’ (Mondaq 24 March 2025) <https://www.mondaq.com/nigeria/copyright/1603052/protecting-indigenous-knowledge-and-traditional-medicine-under-intellectual-property-law-in-nigeria> accessed 7 August 2025
    9. Carmen Noble, ‘Bio-Piracy: When Western Firms Usurp Eastern Medicine’(Forbes, 21 April 2014) <https://www.forbes.com/sites/hbsworkingknowledge/2014/04/21/bio-piracy-when-western-firms-usurp-eastern-medicine/> accessed 4 August 2025.
    10.  N Sunder Rajan, ‘Traditional Knowledge and Intellectual Property Rights: An Indian Perspective’ (1998) 27 Biotechnology Advances 711 https://www.sciencedirect.com/science/article/abs/pii/S0172219098000453?via%3Dihub accessed 4 August 2025
    11. Case of Tumeric Patent (1997, USPTO)
    12. The Neem Patent Case (Patent – India, February 23, 2023)
    13. Basmati Rice Case: Agricultural and Processed Food Exports Development Authority v Rice Tec Inc, 1997 USA

    Written by Adeola Osifeko LLB, LLM, ACIS, ABR. She can be reached via email on adeola@aeolawpractice.com and on her mobile 07074453571

    Founders’ Diary: Essential Legal ToolKit for Tech, Media, and Creative Art Entrepreneurs.

    aeolawpractice

    Starting a venture in the tech, media, or creative arts industries can often feel like a leapfrogging experience. However, this creative energy must be backed by a solid legal foundation to ensure long-term sustainability. Whether you’re a solo founder, part of a founding team, or preparing to raise investment, there are essential agreements, permits/licenses every entrepreneur should consider to safeguard their business interests and maintain business operations.
    Laying the Legal Groundwork
    1. Incorporation Documents
    Under the Companies and Allied Matters Act 2020 (CAMA 2020), forming a legal entity in Nigeria involves more than just filing paperwork—it requires a clear commitment to transparency, structure, and regulatory compliance from the outset.
    Key incorporation documents include the Memorandum of Association (MOA), which outlines the company’s objectives and defines the scope of its permitted activities, and the Articles of Association (AOA), which govern internal operations, board structure, and decision-making processes. These documents are submitted in the company registration portal of the Corporate Affairs Commission (CAC) and serve as the foundation for the company’s governance.
    Upon successful filing, the Certificate of Incorporation is issued, legally recognizing the company’s existence within the country. Also included in the status report during the registration process are the names of the first directors, whose roles are formally acknowledged at inception, and the first shareholders, known as subscribers, who indicate their initial shareholding and commitment to the company.
    In compliance with CAMA 2020, the incorporation process also mandates the submission of two critical disclosures:
    Pre-Registration Shareholders’ Undertaking (PSU): This document confirms that all initial shareholders have voluntarily agreed to subscribe to the company and are aware of their rights and obligations. It reinforces transparency and affirms shareholder consent at the point of registration and are discussed as follows:

    i. Persons with Significant Control (PSU): is a shareholder who directly or indirectly holds more than 5% of the company’s shares or voting rights; has the authority to appoint or remove a majority of the board of directors and exercises significant influence over the company’s decisions and management according to section 119 CAMA 2020.
    ii. Beneficial Ownership (BO) Disclosure: section 119(3)CAMA 2020 emphasizes corporate transparency by requiring companies to declare their beneficial owners—individuals who ultimately benefit from the profit of the company or its asset at dissolution, even if their names don’t appear in the shareholder register or CAC status report. This information must be submitted during incorporation to support anti-money laundering efforts and improve accountability.
    Together, these incorporation documents—alongside PSU and BO disclosures needs to be updated from time to time to avoid incurring penalty fees—as they form the ownership structure of private and public companies limited by shares in Nigeria. They also establish governance framework, conferring obligations for early-stage compliance with corporate accountability standards.


    2. Board Charter for Large Private and Public Companies
    As organizations expand and operate in increasingly complex regulatory environments, the importance of structured governance becomes undeniable. For large private companies and public companies, a Board Charter is not just a recommended best practice—it is an essential governance instrument that ensures transparency, accountability, and effective oversight.
    What Is a Board Charter?
    A Board Charter is a formal document that sets out the roles, responsibilities, composition, and procedural framework of the board of directors. It governs how the board operates, interacts with management, and discharges its fiduciary duties in alignment with legal requirements, ethical standards, and industry expectations.
    Why a Board Charter Is Essential
    i. Defines Governance Structure and Board Oversight
    A Board Charter clearly distinguishes the responsibilities of the board from those of executive management. It outlines the board’s role in strategic oversight, corporate policy, risk management, compliance, and performance monitoring. This separation of powers is vital in sectors like fintechs, telecommunications, and healthtech, where boardroom decisions carry systemic implications
    ii. Mandates the Inclusion of Independent Directors.
    For strong governance and objectivity, the board of fintechs like virtual asset companies must include at least one Independent Non-Executive Director (INED)—an individual who is not part of the management team and have no material relationship with the company. Independent directors contribute impartiality, protect minority shareholders, and strengthen oversight in areas such as audit, risk, and remuneration.
    In Nigeria, the Nigerian Code of Corporate Governance (NCCG 2018) and sector-specific regulations (e.g., CBN, SEC, NAICOM) mandate a minimum number of independent directors, especially in public companies and regulated large private companies. A Board Charter must explicitly define the role, selection criteria, and tenure of these directors to ensure compliance and objectivity.
    iii. Introduces Fixed Tenure and Rotational Chairmanship
    A modern Board Charter establishes fixed tenure limits for directors—typically five years for the initial term, renewable for another five years—to encourage leadership renewal and avoid entrenchment. It also mandates rotational chairmanship, ensuring that the board chair steps down after a fixed period, usually not exceeding ten years. This rotation prevents excessive concentration of power, encourages diverse leadership perspectives, and reinforces accountability.
    These provisions are already enforced in sectors such as:
    Banking and other financial service providers (CBN Code of Corporate Governance, NAICOM Governance Guidelines and Pension Funds PENCOM Circulars)
    Public Companies (SEC Code and NSE Listing Rules)
    While mandatory in banking, fintech, and listed companies, these governance principles are increasingly adopted by large private companies, including those in healthcare, hardware manufacturing, media, digital and telecommunications—where operational complexity, stakeholder pressure, and reputational risk demand more structured leadership.
    iv. Enhances Regulatory Compliance and Shareholder Confidence
    Public companies are legally required to demonstrate sound governance practices to regulators, investors, and the public. A comprehensive Board Charter signals serious intent to comply with listing regulations, governance codes, and ESG (Environmental, Social, Governance) benchmarks.
    For large private companies—especially those with institutional investors, family ownership structures, or cross-border operations—a Board Charter lays the groundwork for professionalism, accountability, and possible future public listings or acquisitions.
    v. Strengthens Risk Oversight and Board Committees
    The charter provides for specialized committees (e.g., Audit, Risk, Nomination, Remuneration), defining their composition, authority, and reporting responsibilities. Independent directors often serve as committee chairs to enhance objectivity and ensure robust oversight.
    This structured governance is essential in high-risk sectors such as previously mentioned where governance failures can result in financial or reputational damage.
    vi. Provides Operational Clarity
    A Board Charter also outlines procedural rules for board meetings, quorum requirements, voting rights, director conduct, conflict of interest disclosures, board evaluations, and succession planning. It ensures that the board functions consistently and transparently, even in times of leadership transition or corporate crisis.
    Public vs. Large Private Companies: A Governance Imperative
    Public Companies: Must adopt Board Charters as part of mandatory compliance with securities regulations, exchange listing rules, and corporate governance codes. Independent directors, chairmanship rotation, and board tenure limits are legally enforced across most sectors.
    Large Private Companies: While not always legally required, these companies are increasingly adopting Board Charters to:
    i. Attract local and international investors
    ii. Align with international governance standards (e.g., IFC, OECD)
    iii. Prepare for IPOs or mergers/acquisitions
    iv. Strengthen internal controls and succession in family-owned businesses
    A Board Charter is far more than a procedural formality—it is the foundation of effective governance. By formalizing board composition, independence, tenure, and rules of operation, it fosters leadership renewal, enhances accountability, and signals a company’s commitment to long-term sustainability.
    Whether you’re operating a publicly listed company or a large private enterprise in sectors like healthcare, banking, telecoms, insurance, or manufacturing, adopting a Board Charter with provisions for independent directors, term limits, and rotational chairmanship, are vital for governance necessity and strategic asset.


    3. Shareholders’ Agreement.
    A shareholders’ agreement is essential when bringing on partners or investors. It defines each shareholder’s rights, voting powers, and obligations. It also outlines exit strategies (e.g., share transfers or sales) and conflict resolution mechanisms, helping prevent internal disputes and maintain cohesive ownership.


    4. Investment Agreement.
    Securing investment is a major milestone. Investment agreements such as term sheets, SAFE notes (Simple Agreement for Future Equity), and share purchase agreements help formalize funding arrangements and protect both founders and investors. These agreements also address equity dilution and future ownership shifts.


    5. Co-Founder Exit Clause
    Business partnerships evolve. A co-founder exit clause outlined in the main shareholder agreement captures the process when a founder leaves: resigns, is removed or sells their stake. It ensures smooth transitions and business continuity by defining share transfers, buyouts, or succession terms in advance.


    6. Employment Contracts
    One of the earliest and most crucial steps in building a reliable team is implementing proper employment contracts. These agreements clearly define job roles and responsibilities, outline compensation, and establish intellectual property (IP) ownership—ensuring that innovations created within the company or artistic works created, legally belong to it. Employment contracts also include termination clauses and its accompanying severance package, helping manage staff exits professionally and with minimal disruption so that the company’s reputation is secure while ex-employees are rewarded for the service to the organisation.


    7. Non-Disclosure Agreements (NDAs)
    In innovation-driven industries, protecting ideas is key. NDAs are essential when working with employees, freelancers, or partners. These may exist as standalone documents or confidentiality clauses within the main agreement. They protect sensitive information from being misused, preserving competitive advantage.


    8. IP Assignment Agreements
    In industries fueled by innovation, intellectual property must be tightly controlled. An IP assignment agreement ensures that all technical and creative work—whether software code, industrial designs, written or visual content, sound recordings or artwork—created by employees or contractors is legally owned by the company during the course of the employee’s employment or contractual period (in the case of independent contractors). For instance, copyright assignment agreement or patent assignment agreement will come in handy in employment relationships. Also, a trademark assignment agreement is required when transferring your company’s registered brand ownership in partnership deals. Although we highly recommend copyright, trademark and patent licenses when dealing with third parties. This eliminates ambiguity about monetary benefits, ownership and mitigates the risk of future disputes, especially when the business begins to scale or seeks acquisition.
     
    9. Terms of Service (ToS)
    If your business involves a website, mobile app, or digital platform, a Terms of Service agreement is indispensable. It sets out the rules users must follow, covering everything from acceptable use also referred to as a terms of use, cookie policies to data protection policies and liability limitations. A strong ToS not only manages user behavior but also provides safety on the platform in terms of managing personal information.


    10. Mandatory Local Registrations
    Legal compliance doesn’t end with agreements. Startups, especially those in media, digital media and online content providers, food, consumables, healthcare or herbal medicine, must also navigate regulatory requirements—particularly in Nigeria. Both federal and Lagos State-level registrations are essential to operate legally.


    Federal Level Requirements

    Media and creative arts companies in Nigeria are required to obtain specific permits and licenses depending on their mode of operation. For broadcast media, a broadcasting license issued by the National Broadcasting Commission (NBC) is mandatory. This license covers various formats, including terrestrial radio and television, satellite, and community radio. In addition to the NBC license, broadcasters must also complement Corporate Affairs Commission (CAC) registration, obtain a Tax Identification Number (TIN) from the Federal Inland Revenue Service (FIRS), and ensure compliance with foreign ownership regulations where applicable.

    For companies operating in print media, a Print Media License must be obtained from the Nigerian Press Council (NPC). These businesses must also be registered with the CAC, obtain a TIN, and secure Business Premises Permit to legally operate physical offices or printing locations.

    Digital media companies are also subject to regulatory oversight. They may require a Value-Added Services (VAS) License from the Nigerian Communications Commission (NCC), particularly if they offer subscription-based content or SMS marketing services. Standard business requirements include CAC registration, TIN acquisition, and a Business Permit for foreign-owned or affiliated entities. In addition, broadcast, print media and digital publishers must ensure compliance with the Advertising Regulatory Council of Nigeria (ARCON) if they engage in content monetization or advertising.

    Healthtech companies in Nigeria are also required to comply with regulations from multiple bodies, including the CAC, Federal Ministry of Health and Social Welfare (FMOH&SW), National Agency for Food and Drug Administration and Control (NAFDAC), Nigerian Communications Commission (NCC), and state health authorities. The specific licenses depend on the company’s activities (e.g. telemedicine, medical device distribution, or pharmaceutical services). For healthtech companies providing digital services like telemedicine or mobile health apps, it is important to obtain VAS License from the NCC to offer non-core telecom services. The process entails providing evidence of an agreement with a Mobile Network Operator (MNO) or relevant licenses from the Central Bank of Nigeria (CBN). They are also required to comply with the 2023 Nigeria Data Protection Act (NDPA) especially in situations where they are responsible for collecting and processing large volumes of personal data requiring annual Compliance Audit Returns.

    Healthtech practitioners are also expected to secure appropriate licenses and meet qualifications mandated by Nigeria’s National Health Act and related regulations to ensure safe, ethical, and competent service delivery. This is particularly critical where remote or tech-enabled services may involve clinical oversight, diagnostics, or patient data handling. Professional regulatory bodies enforce these standards by overseeing education, certification, and ethical practices for key healthcare roles discussed below.

    Medical and Dental Council of Nigeria (MDCN): Responsible for the registration, training standards, and disciplinary oversight of physicians and dental professionals, ensuring adherence to clinical practice guidelines.

    Pharmacists Council of Nigeria (PCN): Manages the licensing, continuing education, and regulation of pharmacists, including those involved in digital prescription or medication management tools.

    Nursing and Midwifery Council of Nigeria (NMCN): Handles accreditation, licensing, and professional conduct for nurses and midwives, vital for telehealth nursing services.

    Medical Laboratory Science Council of Nigeria (MLSCN): Supervises the qualification, registration, and practice of medical laboratory scientists, relevant for healthtech involving diagnostic testing or lab integrations.

    Compliance with these councils prevents unauthorized practice, protects patients, and aligns healthtech innovations with national health laws, potentially requiring additional approvals from bodies like the Federal Ministry of Health for tech-driven models.


    Similarly startups involved in consumable goods must also register with NAFDAC. This process includes submitting detailed product information, undergoing facility inspections, and obtaining a NAFDAC registration number, which certifies product safety and quality.
    In addition, businesses must register with FIRS to obtain a TIN. This is necessary for compliance with opening a corporate account with banks and fintechs, filing corporate income tax where applicable, Value Added Tax (VAT), and consumption tax obligations, especially for food and beverage businesses.

    State Level Requirements
    Healthtech companies operating in Nigeria must comply with several state-level regulatory requirements to maintain legal and operational legitimacy. A Health Facility License is mandatory for entities such as diagnostic centers, clinics, and laboratories. This license is typically issued by the State Ministry of Health or designated agencies such as the Health Facility Monitoring and Accreditation Agency (HEFAMAA) in Lagos.

    In addition to licensing for healthcare services, a Business Premises Permit is required for all physical offices or service locations. This permit is issued by state or local government councils and is applicable to healthtech businesses with brick-and-mortar operations. Where external branding or physical signs are displayed, a Signage Permit is also required. This is typically issued by state advertising regulatory bodies like the Lagos State Signage and Advertisement Agency (LASAA).

    Healthtech companies involved in pharmaceutical retail or distribution must secure a Pharmacy License, issued jointly by the State Ministry of Health and the Pharmacists Council of Nigeria (PCN). Furthermore, compliance with environmental regulations is critical. An Environmental or Waste Management Permit is required for proper medical waste handling and disposal, and is issued by the respective state environmental agencies. This is particularly important for diagnostic service providers.

    To navigate these requirements effectively, healthtech startups and operators are advised to directly contact the relevant State Ministry of Health or regulatory body, such as HEFAMAA in Lagos, for specific licensing procedures and fee schedules. It is also prudent to engage legal or regulatory consultants who are well-versed in state-specific healthcare regulations to ensure timely and accurate compliance. Also, coordination with federal bodies such as NAFDAC and the PCN is essential to avoid regulatory overlap or conflicts between state and national mandate.

    Also at the state level, restaurants and related businesses must secure a Local Government Food Permit before beginning operations. Establishments involved in commercial food processing or herbal medicine must also obtain a Good Hygiene Practice (GHP) License from NAFDAC. This involves proving that food-handling equipment meets safety standards and that staff are appropriately certified. Herbal products, in particular, are subject to additional testing and labeling standards.
    To legally display any form of business signage, a LASAA Signage Permit is also required from the Lagos State Signage and Advertisement Agency (LASAA), ensuring compliance with advertising regulations.
    Lastly, for all tech, media and creative arts businesses with five or more employees, compliance with the Lagos State Inland Revenue Service (LIRS) is mandatory. This involves remitting Pay As You Earn (PAYE) taxes—i.e., personal income tax on staff salaries—by the 20th of every month.


    Final Thoughts
    Starting a business in the tech, media, or creative arts space is more than just launching a great idea—it requires legal foresight. Having the right agreements in place and meeting regulatory obligations ensures your venture is protected, investable, and scalable.
    As you grow, revisit these documents regularly and consult with legal professionals to tailor them to your evolving needs

    I will be giving away a B2B guide for service providers, if interested, send an email to legaltrove@outlook.com with the caption “I am a service provider”. Look forward to receiving your emails.

    Written by by Adeola Osifeko LLB, BL, LLM, ACIS, ABR. She can be reached on adeola@aeolawpractice.com