Shares price over $50m illegally got rid of — Jonah Capital CEO accuses Nigerian CAC boss – Life Pulse Daily

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Introduction

The intersection of international investment, corporate governance, and regulatory compliance is often fraught with complexity. However, when allegations of malfeasance arise involving high-ranking officials and assets worth tens of millions of dollars, the situation escalates from a commercial dispute to a major international incident. Currently, a significant controversy is unfolding in Nigeria involving the Corporate Affairs Commission (CAC) and Jonah Capital, a prominent investment firm led by Ghanaian business magnate Sir Sam Jonah.

At the center of this storm is a specific accusation: the alleged illegal removal of company shares valued at over $50 million. This article provides a detailed analysis of the dispute, exploring the allegations against the CAC Registrar General, the diplomatic ramifications between Nigeria and Ghana, and the legal frameworks governing such corporate actions. We will dissect the timeline of events, the specific claims made by Jonah Capital’s CEO, Kojo Ansah Mensah, and the broader implications for foreign direct investment (FDI) in the region.

Key Points

Background

To understand the gravity of the current allegations, it is necessary to trace the origins of the conflict. The dispute did not begin with the share removal but rather with a real estate development project in Abuja, Nigeria’s capital city.

The River Park Estate Dispute

The conflict stems from the development of the River Park Estate in Abuja. Jonah Capital, an investment firm founded by Sir Sam Jonah, a celebrated Ghanaian mining magnate, was involved in this project. The friction arose when a local Nigerian agent, Paul Odili of Paulo Homes Ltd, alleged that Jonah Capital had encroached upon land within the estate.

What began as a disagreement over land boundaries quickly morphed into a complex legal battle. Jonah Capital maintains that they acquired the land legitimately and developed it according to agreements. However, the dispute with Paulo Homes Ltd triggered a series of legal and administrative maneuvers that have now drawn the attention of international observers.

Escalation to the Corporate Affairs Commission (CAC)

The Corporate Affairs Commission (CAC) in Nigeria is the statutory body responsible for regulating the formation and management of companies. In a functioning legal environment, the CAC acts as a neutral custodian of corporate records.

However, in this instance, Jonah Capital alleges that the CAC abandoned its neutrality. According to statements made by Kojo Ansah Mensah, the CAC, under the leadership of Registrar General Magaji SAN, allegedly utilized its administrative powers to alter the ownership structure of the company. This administrative action effectively stripped Jonah Capital of its shareholding in the entity holding the disputed assets.

Analysis

The core of the controversy lies in the specifics of the alleged corporate malpractice. The CEO of Jonah Capital has outlined a scenario that suggests a deliberate circumvention of judicial processes.

Allegations of Share Expropriation

Kojo Ansah Mensah has characterized the removal of shares as a “grievous crime.” The specific allegation is that the CAC boss, Magaji SAN, unilaterally altered the register of members to remove shares valued at over $50 million. In corporate law, the share register is the definitive proof of ownership. Altering it without a court order or due process constitutes a severe breach of corporate governance.

Mr. Mensah emphasized the magnitude of the loss during an interview on The Pulse on PleasureNews, stating: “Company worth in excess of over $50 million, having its shares being expropriated… It’s a grievous crime, akin to theft of $50 million by Magaji, who is supposed to be a lawyer.”

This statement equates an administrative act with criminal theft, highlighting the severity with which the investment firm views the situation.

The Conflict with Judicial Process

A critical aspect of this analysis is the status of the underlying dispute. The matter of the land encroachment is already before the Nigerian courts. Furthermore, several regulatory bodies are reportedly investigating the affair.

By allegedly changing share ownership while the ink is still drying on court filings, the CAC is accused of usurping the role of the judiciary. In a rule-of-law-based system, regulatory bodies must await the outcome of judicial proceedings before effecting changes that permanently alter property rights. The allegation suggests that the CAC acted as both prosecutor and judge, a dangerous precedent for foreign investors.

Implications for Foreign Direct Investment (FDI)

The Jonah Capital saga has ripple effects beyond the immediate parties. Nigeria has been aggressively courting foreign investment to revitalize its economy. Incidents where foreign investors allege that regulatory bodies are weaponized to seize assets can have a chilling effect on FDI.

Sir Sam Jonah’s decision to petition the Ghanaian government to raise the issue at the ECOWAS level indicates that he views this not merely as a commercial dispute, but as a violation of regional investment protocols. If a high-profile investor like Sir Sam Jonah feels unsafe, it sends a negative signal to the global investment community regarding the sanctity of contracts in Nigeria.

Practical Advice

For investors, business owners, and legal practitioners watching this case, several lessons and practical steps can be drawn regarding corporate security and dispute resolution in cross-border investments.

Protecting Corporate Records

The primary lesson from the Jonah Capital case is the importance of vigilant corporate registry management. Investors should:

• Regular Monitoring: Frequently check the status of corporate filings with the relevant CAC to ensure no unauthorized changes have been made to shareholding structures or directorship.
• Segregation of Duties: Ensure that access to corporate secretarial functions is restricted and subject to oversight by independent legal counsel.

Legal Recourse in Regulatory Overreach

If a regulatory body is alleged to have acted outside its powers, as claimed in this instance, investors should pursue a multi-pronged strategy:

• Judicial Review: Seek a court order to nullify the administrative action and restore the previous status quo (Mandamus).
• Administrative Appeals: File formal petitions with oversight ministries (e.g., Ministry of Trade and Investment) and anti-corruption agencies (e.g., ICPC/EFCC).
• Diplomatic Channels: Engage home-country embassies and trade associations to exert diplomatic pressure, particularly if the dispute hints at protectionism or xenophobia.

Dispute Resolution Clauses

For international joint ventures, it is advisable to include robust dispute resolution clauses in shareholder agreements. These should specify:

• Arbitration seats in neutral jurisdictions.
• Governing laws that protect investor rights.
• Freezing orders to prevent asset dissipation during litigation.

FAQ

Conclusion

The allegations brought by Jonah Capital against the Nigerian Corporate Affairs Commission represent a critical test for corporate governance and the rule of law in Nigeria. The claim that shares worth over $50 million were expropriated through administrative manipulation rather than judicial process strikes at the heart of investor confidence.

While the dispute originated from a land disagreement with Paulo Homes Ltd, the involvement of the CAC has transformed it into a high-stakes legal and diplomatic battle. As Sir Sam Jonah and his team await action from the Nigerian Attorney General and other regulatory bodies, the international community is watching closely. The resolution of this case will likely serve as a barometer for the safety and security of foreign investments in Nigeria’s real estate and financial sectors.

Sources

• Life Pulse Daily: Shares price over $50m illegally got rid of — Jonah Capital CEO accuses Nigerian CAC boss. (Published: December 18, 2025).
• PleasureNews / The Pulse: Interview with Kojo Ansah Mensah regarding the expropriation allegations.
• Corporate Affairs Commission (Nigeria): Guidelines on Company Registration and Share Transfer.
• ECOWAS Investment Policy: Framework for the protection of investments within the Economic Community of West African States.