Corporate Restructuring and the Rights of Creditors Under CAMA 2020 in Nigerian Business Practice

Corporate restructuring transactions, including mergers, acquisitions, demergers, and scheme of arrangements, have significant implications for the rights of creditors who may find their claims affected by structural changes to their debtor companies. This study examines creditor rights in corporate restructuring transactions under the Companies and Allied Matters Act 2020, evaluating the safeguards available to secured creditors, unsecured creditors, and trade creditors in mergers, demergers, and insolvent restructurings. Using a practitioner-focused research design, the study analyses 20 restructuring transactions completed in Nigeria between 2020 and 2024, supplemented by structured interviews with 30 restructuring lawyers, 15 insolvency practitioners, and 10 creditor representatives in Lagos and Abuja. Findings reveal that the CAMA 2020 introduced important improvements in creditor notification and court approval requirements for restructuring transactions, yet practical compliance with creditor protection provisions remains inconsistent. The study further examines how the absence of a dedicated insolvency restructuring framework leaves creditors without access to pre-insolvency reorganisation procedures available in more developed economies. Recommendations include the enactment of a Business Recovery and Insolvency Act, mandatory independent creditor representation in restructuring negotiations, clearer guidelines on debtor-in-possession financing, and enhanced judicial oversight of complex restructuring proceedings. Keywords: corporate restructuring, creditor rights, CAMA 2020, mergers, insolvency