?Experts: Undisclosed interest may invalidate arbitration award

Fresh controversy has trailed First Bank of Nigeria?s (FBN) bid to take over the assets of General Hydrocarbons Limited (GHL), following revelations that the Sole Arbitrator who dismissed GHL?s $718 million claim is allegedly a significant shareholder in the bank?s parent company.

New information suggests that retired Supreme Court Justice Kumai Bayang Akaahs, who presided over the Arbitration Tribunal, owns a substantial shareholding in FBN Holdings Plc, a fact whistleblowers claim he failed to disclose before accepting or conducting the arbitration.

Legal experts disclosed that if these allegations are confirmed, the entire arbitral award may be set aside under Nigeria?s Arbitration and Conciliation Act (ACA).

Justice Akaahs recently dismissed GHL?s claims on the grounds that the company failed to establish its allegations of breach against First Bank. However, the group known as Stock Market Whistleblowers, comprising stockbrokers licensed by the Securities and Exchange Commission (SEC), insisted that Akaahs breached the law and public policy by not declaring his interest in FBN HoldCo before sitting as Sole Arbitrator in a dispute involving a subsidiary of that company.

In a statement, the group alleged that the retired jurist holds 595,057 units of FBN HoldCo shares, including 148,888 units purchased on April 7, 2025, during the pendency of the arbitration. They claim to have access to his transaction records in their professional capacity.

The whistleblowers, who observed that their intervention was aimed at safeguarding transparency and market integrity, also listed other companies in which the former judge holds shares, such as Dangote Sugar, Zenith Bank, MTN Nigeria, GTCO, UBA, ETI, Lafarge Africa, Dunlop Nigeria, and Daar Communications. They emphasised, however, that his largest holding is in FBN HoldCo.

?We were bemused to learn that Justice Akaahs was the Sole Arbitrator in the GHL vs First Bank arbitration,? the statement read. ?It is difficult to understand how an active shareholder in FBN HoldCo could preside over a matter involving First Bank without disclosure or recusal. His shareholding, being his highest portfolio position was not mentioned anywhere in the award.?

The whistleblowers said Akaahs was appointed Sole Arbitrator in February 2025 and conducted proceedings until his final award delivered on October 28, 2025. They have offered investigators detailed tables of his stockholdings and recent transactions, with a promise to provide more information to regulators, the media and the courts ?in the interest of truth and justice?.

It was further revealed from legal experts that a failure by an arbitrator to disclose circumstances that may give rise to justifiable doubts about impartiality is a serious breach under the ACA. They noted that the obligation to disclose applies both at the time of appointment and throughout the arbitral process.

Under Section 34 of the ACA, courts may set aside an arbitral award where the arbitral process was tainted by fraud, corruption, or where the award violates Nigeria?s public policy ? including breaches of the right to fair hearing. An undisclosed conflict of interest may therefore be deemed fatal to the validity of an award.

Experts further explained that the integrity of arbitration depends heavily on the independence and impartiality of arbitrators, and that non-disclosure of a material interest could lead a court to conclude that a party was effectively denied a fair hearing, thereby invalidating the award.

They emphasised that an arbitrator?s failure to disclose a conflict can amount to a violation of public policy, and has often served as a strong basis for successfully challenging arbitral awards in similar matters.

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