The Federal High Court in Lagos has issued a landmark ruling, declaring the Central Bank of Nigeria's (CBN) January 2024 dissolution of the board and management of Union Bank of Nigeria Plc as unlawful, unconstitutional, and ultra vires. Justice Chukwujekwu Aneke, delivering the 152-page judgment on March 25, 2026, in Suit No: FHC/L/MISC/1377/2025, held that the CBN acted beyond its statutory powers as outlined in the Banks and Other Financial Institutions Act (BOFIA) 2020.

The suit was initiated by Titan Trust Bank Limited, Luxis International DMCC, and Magna International DMCC, who are core shareholders of Union Bank. They challenged the CBN's decision to not only dissolve the existing board and management but also to appoint a new leadership—including Yetunde Oni as MD/CEO and Mannir Ubali Ringim as Executive Director—and to commence a recapitalisation process that allegedly diluted their shareholding and excluded them from crucial corporate decisions. The court explicitly found that the CBN and its governor acted ultra vires their legal authority when dissolving the board, stating, "The acts of the 1st and 2nd respondents in the dissolution of the erstwhile Board… were not done in compliance with Section 34 of BOFIA but were ultra vires."

Justice Aneke issued several consequential orders that effectively nullified the entire regulatory intervention. These included an order of certiorari quashing CBN’s public announcement dissolving Union Bank’s board and all subsequent actions taken by the regulator-appointed management. Furthermore, the court issued an order of mandamus directing the immediate restoration of the former board and management of the bank, led by its erstwhile Chairman, Mr. Farouk Mohammed Gumel. The CBN and all respondents were also restrained from exercising any powers related to the bank's governance, including restructuring its share capital, altering its ownership structure, or taking steps capable of affecting the applicants' proprietary interests. Of particular significance, the court halted the ongoing recapitalisation programme, which involved financial advisers like Absa Capital Markets Nigeria Limited and Vetiva Advisory Services Limited, asserting that such actions, stemming from an unlawful foundation, could not stand.

Beyond the issue of statutory authority, the court found that the applicants' fundamental rights were breached during the intervention. Justice Aneke determined that the shareholders were sanctioned based on alleged regulatory infractions without being afforded a fair hearing. Despite the CBN relying on findings from a purported special examination of the bank, the affected shareholders were neither given an opportunity to respond to the allegations nor were their representations considered. The court highlighted that the applicants’ shareholding was reduced from 100 percent to 40 percent, and they were barred from participating in the bank’s recapitalisation without any established legal basis, which the judge declared as acts showing "bad faith and breach of the applicants’ fundamental rights."

The CBN had argued that its actions were part of routine supervisory and prudential oversight, aimed at safeguarding depositors and ensuring financial system stability, citing severe financial distress at Union Bank, including a negative capital adequacy ratio of 22.44 percent, a capital shortfall exceeding N224 billion, and a non-performing loan ratio of 37.48 percent. However, the court countered that while acknowledging CBN's regulatory role, such powers must be exercised strictly within legal confines. It emphasized that failure to comply with statutory provisions governing intervention rendered such actions invalid, irrespective of the underlying justification. The court also affirmed its jurisdiction, stating that Section 51 of BOFIA, which limits actions against the CBN, does not bar judicial review when a public authority is alleged to have acted outside its powers.

Addressing procedural objections, the court ruled that any non-compliance with the Federal High Court (Civil Procedure) Rules was directory, not mandatory, and did not invalidate the proceedings. A key aspect of the judgment was the recognition of a "continuing injury" suffered by the applicants, as they were excluded from bank meetings and decision-making processes between January 2024 and December 2025. This continuous violation, coupled with major decisions taken during that period, exempted the case from statutory limitation periods. Regarding damages, the court acknowledged the respondents' admission that the applicants invested $190 million in Union Bank but declined further monetary relief in the absence of oral evidence, stating that such claims require strict proof through viva voce evidence.

In response to the judgment, the Central Bank of Nigeria, through its Acting Director, Corporate Communications, Hakama Sidi Ali, released a statement acknowledging the Federal High Court’s decision. The apex bank stated it is currently obtaining the Certified True Copy of the judgment for detailed review, reaffirming its unwavering commitment to due process and the rule of law. The CBN assured the public that Union Bank of Nigeria Plc’s status remains unchanged, and it is fully capable of meeting its obligations to customers, depositors, and all stakeholders, pledging to continue providing necessary regulatory oversight to ensure the bank operates in a safe, sound, and stable manner.