A legal dispute that started in 2002 culminated in a victory for KMPG Nigeria as the Court of Appeal sitting in Lagos State ordered the Corporate Affairs Commission (CAC) to deregister KPMG Professional Services.
KPMG Nigeria, an accounting firm, which was led by Chairman and Chief Executive Bashorun JK Randle at the time, had filed its suit to challenge the CAC’s registration of “KPMG Professional Services,” a name it argued was deceptively similar to its longstanding brand.
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In 2005, three years after filing the suit, the Federal High Court ruled against KPMG Nigeria, holding that the firm had merged with Akintola Williams Deloitte & Touche and therefore no longer had rights to the name “KPMG.”
Dissatisfied with the decision, KPMG Nigeria appealed it and the appellate court subsequently found the claim of a merger “inadequate and unsubstantiated.”
Upholding the appellant’s case in a judgement delivered on July 10, 2025, but obtained by EKO HOT BLOG on Thursday, the appellate court faulted the lower court for relying on newspaper articles — Exhibits S03 to S07 and S010 — which it said were insufficient to establish a legal merger.
“Newspaper articles are not and cannot be sufficient evidence of the state of affairs for the court to base its decision. What is required to show that there is a merger is concrete evidence of the merger,” the court held.
“This by necessity should be a copy of the agreement, which will state the form of the merger entered into by the parties… Since the 2nd Respondents have based their case on this supposed merger, the burden of proof is on them to prove it; absence of the proof… is fatal.”
The judgement added that the continued operation of KPMG Nigeria — including submission of post-2002 audit reports for Guinness Plc and AIICO Insurance Plc — further proved it remained in business.
“It is also clear that it cannot be a merger of names but at best, a merger of business. The name KPMG still exists and the merger, if any, has not affected it,” it said.
The court concluded that even if there was a merger, it only involved KPMG Audit, not the entire firm.
“The only branch of KPMG, if any, that entered into a merger… is KPMG Audit. The other spheres were totally unaffected.
“It would therefore be wrong to state that the merger (which has not been shown to this Court) of KPMG Audit with Akintola Williams means all the other areas of business, including KPMG Consulting and KPMG Tax Consultants, also ceased to exist,” it held.
In a unanimous judgement of the three-member panel that sat on the appeal, the court consequently granted all four prayers sought by KPMG Nigeria against the CAC, the first respondent, and KPMG Professional Services, the second respondent.
A member of the three-judge panel, Abdullahi Mahmud Bayero, who delivered the lead judgement, ruled that the CAC’s registration of a similarly named entity was improper and misleading under Section 662(1) (d) of the Companies and Allied Matters Act (CAMA) 1990, now Section 852 of CAMA 2020.
FURTHER READING
“The Registrar cannot assign a business name already held by another entity. One cannot give what one does not have — nemo dat quod non habet,” the court held.
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