Court Authorises Public Notice of Alkem Winding-Up Case Amid Corporate Dispute

The Federal High Court in Lagos recently granted Silena Trade Corporation leave to advertise its winding-up petition against Alkem Nigeria Limited, a significant development in corporate insolvency proceedings. Justice Dehinde Dipeolu dismissed objections by Alkem and its directors, who argued the petition constituted an abuse of court process due to parallel litigation. The court's decision underscores the critical importance of public notice in winding-up cases, ensuring transparency and informing all stakeholders. This ruling reaffirms the Federal High Court's adherence to procedural fairness under the Companies and Allied Matters Act (CAMA) 2020 and the Companies Winding-Up Rules, particularly in circumstances where the respondents' own actions have altered the legal landscape of the dispute.

In a recent and notable decision, the Federal High Court in Lagos has authorised Silena Trade Corporation to publish notices of its winding-up petition against Alkem Nigeria Limited. This ruling, delivered by Justice Dehinde Dipeolu on June 9, 2026, is a crucial step in the ongoing corporate dispute and has significant implications for insolvency practice in Nigeria. The court's decision to grant leave for public advertisement, despite objections from Alkem and its directors who alleged an abuse of court process, highlights the judiciary's commitment to ensuring due process and transparency in corporate liquidation matters.

The core of the dispute revolved around the petitioner's application to advertise the winding-up petition, a statutory requirement designed to inform all interested parties. The respondents' opposition, grounded in the argument that the petitioner was pursuing conflicting remedies in parallel proceedings, challenged the very legitimacy of the winding-up action. However, the Federal High Court meticulously considered the evolving circumstances of the case, ultimately finding that the objections lacked merit. This article will delve into the legal framework governing winding-up petitions in Nigeria, analyse the court's reasoning in dismissing the abuse of process argument, and discuss the broader implications for legal practitioners navigating corporate insolvency.

The winding up of a company in Nigeria is a formal legal process governed primarily by the Companies and Allied Matters Act (CAMA) 2020, alongside the Companies Winding-Up Rules, 2001, and the Federal High Court (Civil Procedure) Rules. This process, also known as liquidation, aims to bring an end to a company's corporate existence by realising its assets and distributing the proceeds equitably among creditors and, if any surplus remains, to shareholders. The Federal High Court holds exclusive jurisdiction over matters arising from the operations of companies incorporated under CAMA, including winding-up petitions.

Under CAMA 2020, a company may be wound up by the court on several grounds, including the company's inability to pay its debts, default in statutory filings, reduction of members below the legal minimum, or where the court is of the opinion that it is just and equitable that the company should be wound up. The case of Silena Trade Corporation against Alkem Nigeria Limited was predicated on the "just and equitable" ground for winding up. A critical procedural step in any winding-up petition is the requirement for public notice. Order 19 Rule 1 of the Companies Winding-Up Rules, 2001, mandates that a winding-up petition cannot be advertised without the court's approval. The purpose of this advertisement is to notify all potential stakeholders, including creditors, shareholders, and directors, whose interests may be affected by the proceedings, thereby ensuring transparency and allowing them to take appropriate action, such as lodging claims.

In the case of *Silena Trade Corporation v Alkem Nigeria Limited*, the Federal High Court's decision to grant leave for public advertisement hinged on a careful consideration of the procedural requirements and the respondents' objections. Silena Trade Corporation had filed a motion on notice seeking leave to advertise the petition in accordance with the Companies Winding-Up Rules, 2001, arguing that such advertisement was essential to inform numerous stakeholders.

The respondents, Alkem Nigeria Limited and its directors, opposed the application, contending that the winding-up petition constituted an abuse of court process. Their argument was based on the assertion that Silena had previously initiated another suit seeking orders to preserve Alkem's assets while simultaneously pursuing a winding-up action, which they viewed as seeking conflicting outcomes. The concept of abuse of court process is well-established in Nigerian jurisprudence, notably articulated in *Saraki v. Kotoye (1992) 9 NWLR (Pt. 264) 156 (SC)*, where the Supreme Court held that instituting multiple proceedings in respect of the same subject matter or seeking the same relief already determined constitutes an abuse. Courts are empowered to dismiss cases on this ground to prevent vexatious litigation.

However, Justice Dipeolu dismissed the respondents' objections, finding that subsequent developments in the case had significantly altered the circumstances they relied upon. Crucially, the judge noted that despite challenging the petition as an abuse of process, the respondents themselves later filed an application in November 2020 seeking a valuation of the company's assets and liabilities and requesting the court to make determinations based on the valuation report. This subsequent action by the respondents undermined their own argument that the winding-up petition was an abuse, as their request for asset valuation implicitly acknowledged the potential for liquidation and the need for an orderly process. The court's ruling implicitly affirmed that while parallel proceedings can constitute an abuse, the context and evolution of the litigation, particularly the actions of the objecting party, are critical factors in such determinations.

The court's authorisation for public notice aligns with the fundamental principles of corporate insolvency law, which demand transparency and broad notification to protect the interests of all parties. The publication of notices in the Federal Government Gazette and two widely circulated newspapers, as ordered by the court, ensures that creditors, employees, and other interested parties are duly informed and have the opportunity to participate or protect their interests in the winding-up proceedings. This procedural step is not merely a formality but a safeguard against clandestine liquidation and a cornerstone of equitable distribution in insolvency.

The Federal High Court's decision in *Silena Trade Corporation v Alkem Nigeria Limited* serves as a vital reminder to legal practitioners of the stringent procedural requirements governing corporate winding-up petitions in Nigeria. The ruling reinforces that the requirement for public notice is a non-negotiable aspect of ensuring transparency and fairness to all stakeholders in insolvency proceedings. Furthermore, it clarifies that arguments of abuse of court process must be assessed dynamically, taking into account the entire trajectory of the litigation and the conduct of all parties involved.

Practitioners advising clients on corporate insolvency matters must ensure strict adherence to the Companies and Allied Matters Act 2020 and the Companies Winding-Up Rules, particularly concerning the advertisement of petitions. For creditors, this decision provides assurance that the courts will uphold their right to pursue legitimate winding-up actions, even in the face of strategic objections, provided the procedural steps are correctly followed. For companies facing such petitions, it underscores the importance of a consistent legal strategy, as contradictory actions can weaken their defence. The case highlights the judiciary's role in balancing the interests of petitioners and respondents while upholding the integrity and transparency of the insolvency regime.