Nigeria's own OPL 245 corruption case against Shell and Eni was struck out in 2025 for want of diligent prosecution, Shell's SEC filings show

On 25 March 2026 the Attorney-General of the Federation, Lateef Fagbemi, signed a statement defending the settlement that ended Nigeria's long dispute with Eni over Oil Prospecting Licence 245. The State House website published it the next morning under a headline saying that those opposed to the resolution were "pursuing selfish not patriotic interests". It was a reply to criticism from the media office of former Vice-President Atiku Abubakar. This report tests two passages in it. The first says that because Eni entities had taken Nigeria to international arbitration, "Nigeria faced a potential liability exceeding US$2 billion in damages and associated costs." The second says the 2011 transactions "were subjected to rigorous judicial scrutiny in multiple criminal and civil proceedings across jurisdictions, including the United States, the United Kingdom, and Italy", and that "these proceedings did not establish any wrongdoing against Eni, SNEPCo, or the transaction as a whole." The statement also points to a 2025 Nigerian Court of Appeal judgment, Nigerian Agip Exploration Limited v. Malabu Oil & Gas Ltd, which it says dismissed Malabu's challenge to the allocation as statute-barred. Vero Record set these passages against the companies' own filings and the arbitration record.

The history matters. Under a Resolution Agreement dated 29 April 2011, which Eni publishes on its website, Shell's and Eni's Nigerian subsidiaries took the block. The agreement provides for a signature bonus of $207,960,000 to be paid into a Federal Government account. It also provides for $1,092,040,000 to be paid through an escrow agent "for the purposes of FGN settling all and any existing claims and/or issues over Block 245". Together that is $1,300,000,000. According to Eni's own account of the deal, the government paid Malabu Oil & Gas $1.092 billion. Eni writes that when Malabu was first awarded the block in 1998, it "counted Dan Etete, Minister of Petroleum Resources, among its shareholders". Nigerian authorities later treated the deal as corrupt. Criminal charges were filed in Nigeria in 2017, and the Federal Government was admitted as a civil party to the Milan prosecution in July 2018. No court has found Eni or Shell liable. Eni's filings say the Milan court acquitted all defendants and that the acquittal became final in 2022. They also say the US Department of Justice closed its inquiry in 2019 without charges and that UK prosecutors dropped the case for lack of jurisdiction. Shell's filings say the Dutch public prosecutor dismissed a bribery investigation in 2022, and that on 20 March 2025 the Court of Appeal in The Hague dismissed a complaint against that decision.

Eni's annual reports on Form 20-F give one figure for its arbitration claim. The reports for 2023 and 2024, filed on 5 April 2024 and 4 April 2025, describe the ICSID case as "requesting the forced conversion of the exploration license (OPL 245) into an extractive license (OML) as well as $ 700 million in damages for the mere delay (in addition to a reserve for possible damages)." That $700 million is not the whole of what Eni sought. Its main demand was the conversion, and the reserve had no stated amount. Eni's report for 2022 described the claim differently, as "claiming compensation of the asset's fair value", and gave no amount. Eni carried the block on its books at EUR 1,287 million at the end of 2024. ICSID's case page also shows that in September 2021 Nigeria asked for damages to be dealt with in a separate phase. The page does not say how the tribunal ruled, and the November 2023 hearing was on jurisdiction and the merits only. We found no filing or public record that puts a $2 billion value on Nigeria's exposure, and the Attorney-General's statement does not say how its figure was reached. The records do not show that the figure is wrong. A fair-value claim, the reserved damages, interest and costs could each account for some of the difference (Vero Record's reading, grade C). They do show that the figure cannot be derived from anything Eni has published.

The arbitration record also shows something the 25 March statement leaves out: Nigeria had claims of its own in the same case. ICSID's public case page for Eni International B.V. and others v. Federal Republic of Nigeria (ARB/20/41) records that the case was registered on 9 October 2020. On 29 April 2022, "the Respondent files a counter-memorial on the merits and a memorial on the counter-claims." The tribunal heard the case on jurisdiction and the merits in London from 13 to 15 November 2023, about six months into President Tinubu's term. On 23 November 2023, eight days after the hearing ended, the proceeding was suspended by the parties' agreement. The parties extended the suspension 11 more times by agreement, and the tribunal extended it once more by order in November 2025. On 7 April 2026, the page records, "the Tribunal renders its award embodying the parties' settlement agreement." ICSID has not published the value of Nigeria's counter-claims or the text of the award. Eni's 2025 annual report says the agreement was signed "with the parties waiving all pending claims relating to the asset, including the arbitration proceedings". The government has given its own account of this period. In a State House statement of 8 March 2026, the Attorney-General said that early in the administration President Tinubu had directed that all disputes over the block be resolved amicably.

Nigeria also dropped a claim in Italy. Eni's 20-F for 2022 says that on 24 March 2023, under the previous administration, the Federal Government appealed to Italy's highest court. It wanted the Milan ruling annulled and the case sent to a civil judge "for the sole purpose of civil rulings and damage compensation". Eni's later reports say Nigeria "withdrew the appeal to the Third Instance Court, as it was inferred from a letter signed by the Attorney General transmitted after two hearings of the ICSID arbitration held in London." Eni's 2023 report adds that "in 2023 the Federal Republic of Nigeria renounced to continue a claim to obtain compensation for the alleged damages." ICSID's page lists one hearing held in London, on 13 to 15 November 2023, so we cannot match Eni's reference to "two hearings". If the letter followed that hearing and was sent in 2023, it went between mid-November and the end of that year, when Fagbemi was already Attorney-General; he took office in August 2023 (Vero Record's inference, grade C). Vero Record has not seen the letter, and Eni's filings do not date it or name who signed it.

Shell's filings, read year by year, show how Nigeria's own criminal case ended. In March 2017, charges of official corruption and conspiracy to commit official corruption were filed in Nigeria against Shell Nigeria Exploration and Production Company (SNEPCo), a then Shell employee, Eni SpA and an Eni subsidiary. Shell's 20-F for 2023, filed on 14 March 2024, says: "Those proceedings are in abeyance." Its 20-F for 2024, filed on 25 March 2025, says the charges "were struck out for want of diligent prosecution and the proceedings have been dismissed. However, they can be refiled." Its 20-F for 2025, filed on 12 March 2026, dates the strike-out to 2025 and no longer includes the sentence about refiling. Taken together, the filings indicate that the case ended between 1 January and 25 March 2025 (our inference, grade C). A strike-out for want of diligent prosecution is not an acquittal. It means the court closed the case because the prosecution had not pursued it. We have not seen the order. Shell's filings do not name the court, the judge, the date, the charge number or the prosecuting authority.

The second Nigerian case ended earlier, and in the companies' favour. Eni's 20-F for 2024 says its subsidiary Nigerian Agip Exploration (NAE) was told on 20 January 2020 of a new criminal case which Eni places before the Federal High Court of Abuja. The case was "mainly focused on the accusations against Nigerian individuals (including the Minister of Justice in office in 2011)" and also involved NAE and SNEPCo. Eni writes: "Considering the weakness of the evidence produced by the EFCC, the defendants presented a request for a declaration of no need to proceed, which the EFCC did not oppose for the part relating to the accusations made against NAE, SNEPCO and the Minister of Justice." That view of the evidence is Eni's. Shell describes the charges as relating to tax waivers. Its 20-F for 2024 says that "in March 2024, the Court approved the defendant's no-case submission and dismissed the charges against all defendants."

Set side by side, and this is Vero Record's reading (grade C): the Attorney-General's list of places where the deal faced "rigorous judicial scrutiny" names the United States, the United Kingdom and Italy, and his statement cites a Nigerian civil appeal. It does not mention Nigeria's two criminal cases against the companies, both of which ended during this administration. In one, a court upheld a no-case submission, which by Eni's account the EFCC did not oppose as to the companies. That ruling went in the companies' favour. The other was struck out because it had not been prosecuted, and so never reached a ruling on the evidence. In remarks after the signing, published by the Presidency on 8 March 2026, the Attorney-General listed the institutions he commended for helping to reach the settlement, including the Economic and Financial Crimes Commission. The record does not show what part the EFCC played.

The settlement did give Nigeria something that the 2011 agreement, on its face, would have made it pay for. Clause 11 of the 2011 agreement says that if the government ever took a stake of up to 50 per cent in the block, it would pay Shell and Eni a proportionate share "of the sums paid by NAE and SNEPCO under Clauses 2 and 3", "plus accrued interest". It would also place that stake in a production sharing contract with the two companies as contractors. In written answers for its 6 May 2026 shareholders' meeting, Eni says NNPC used its back-in right under Section 85(4) of the Petroleum Industry Act to take 30 per cent, and that "no consideration was paid in connection with this transaction." Thirty per cent of $1,300,000,000 is $390,000,000, before interest (our arithmetic, grade C). Eni's answer cites the 2021 Act, not Clause 11. Whether Clause 11 would still have bound the government in 2026 is a legal question the record does not answer. On the terms of the 2011 text, though, the 2026 arrangement spared Nigeria a payment. That supports the description given by the President's energy adviser, Olu Arowolo-Verheijen, in the 5 March statement: "a significant improvement on the 2011 Resolution Agreement". Eni's answers and Shell's 2025 report also show that NNPC's 30 per cent sits in a production sharing contract in which NAE and SNEPCo are the contractors with 50 per cent each. Clause 11 already set out that arrangement. The terms of that contract are unpublished, so the net value of the stake to Nigeria cannot be calculated from the record.

Eni's answers also say what it did not pay. The block was split into two development leases, PML 102 and PML 103, and two exploration licences, PPL 2011 and PPL 2012. Eni says these "cover the same geographical area as the previous OPL 245 block." Asked whether it paid extra for the right to export gas through Nigeria LNG, Eni answered: "No additional payments were made by Eni for gas rights. The PIA recognizes natural gas rights to PML holders." Eni's half-year report, filed with the SEC on 6 August 2026, calls the March 2026 agreement one "whereby the parties waived all respective claims regarding past events and defined the economic terms for the exploitation of the reserves." Its 2025 annual report says Eni's valuation of the block on the agreed terms "has confirmed the resilience of the book value". The Presidency's statements of 5, 8 and 25 March describe benefits: about 150,000 barrels a day of capacity, investor confidence, and revenues that the Attorney-General said could now enter the medium-term fiscal framework. None of them gives a figure for any payment to the Federation under the new terms.

The agreement itself has not been published in Nigeria. On 29 March 2026, according to Sahara Reporters, HEDA Resource Centre and six other organisations, among them BudgIT and Social Action, asked the Nigeria Extractive Industries Transparency Initiative to disclose the "full contract terms, fiscal arrangements, licensing details, and agreements governing payments and partnerships." On 30 September we searched the web for the four new lease and licence numbers and found no NUPRC or NEITI publication of the terms. For now, the most detailed public account of the money side of the settlement is a set of answers Eni gave in Italy to ReCommon, a campaign group that holds Eni shares. ReCommon's complaint started the Milan prosecution.

The settlement has not ended the litigation. According to a Premium Times report republished by allAfrica on 22 May 2026, Justice Mohammed Umar of the Federal High Court in Abuja gave Malabu Oil & Gas leave on Thursday 21 May to seek judicial review of the split of the block, in suit FHC/ABJ/CS/871/2026. The respondents are the President, the Attorney-General and the Minister of Petroleum Resources. The case was adjourned to 11 June 2026, and we could not find a later public record of it. Shell's 2025 report says two 2017 actions by people claiming to be Malabu shareholders are "stayed awaiting the outcome of appeals", and that HEDA's appeal against the 2019 dismissal of its suit to revoke the licence "is ongoing".

There are several things this record does not establish. It does not show that anyone in the Tinubu administration did anything unlawful. Settling an investment dispute and deciding which prosecutions to pursue are within the powers of the executive and the Attorney-General. The Presidency argues that this settlement unlocks a stalled asset, and it says the President directed an amicable resolution early in his term. The record does not show why the 2017 charges were not prosecuted, or who decided that. It does not show whether the waiver of "all respective claims regarding past events" is meant to stop those charges from being refiled. It does not show how the $2 billion figure was calculated or what Nigeria's counter-claims were worth. The consent award, the settlement agreement, the new leases and the production sharing contract are all unpublished, and Vero Record has read none of them. Eni and Shell have always denied wrongdoing. No court has found either company liable, and every court outcome described in their filings went in their favour or ended the case.

Vero Record did not contact the Office of the Attorney-General, the EFCC, Eni or Shell before publication. These are the questions the documents raise. How was the "potential liability exceeding US$2 billion" calculated, given that Eni's filings name only $700 million in delay damages plus an unquantified reserve? What were Nigeria's counter-claims at ICSID worth, and why did the 25 March statement not mention them? Who decided not to prosecute the 2017 charges, and does the settlement stop them from being refiled? What part did the EFCC play in the settlement? When was the letter withdrawing Nigeria's appeal in Italy sent, and who signed it? Will the government publish the agreement, the consent award and the new leases, as the civil society groups asked in March? We will publish any response in full.

What this rests on

Documents Vero Record downloaded and read itself (grade A): three State House statements (saved as WordPress API JSON), eight SEC filings by Eni and Shell (saved as HTML, with filing dates checked against the EDGAR index pages), the ICSID case page, Eni's 2026 AGM Q&A PDF, Eni's OPL 245 history page and March 2026 press release, and the scanned 2011 Resolution Agreement (OCR text saved alongside it). Press accounts are grade B: the Malabu judicial review (Premium Times via allAfrica) and the HEDA-led request to NEITI (Sahara Reporters). Grade C, our own reading: the dating of the 2017 strike-out, the dating of the Italian withdrawal letter to late 2023, the comparison between $2 billion and Eni's published figures, and the $390,000,000 figure (30 per cent of $207,960,000 plus $1,092,040,000, before interest).

What this does not establish

The court order striking out the 2017 charges: court, judge, date, charge number and prosecuting authority are all missing. Also not established: why the prosecution was not pursued and who decided that; whether the March 2026 waiver of claims about past events bars refiling criminal charges; how the Attorney-General's 'exceeding US$2 billion' figure was computed; the value of Nigeria's ICSID counter-claims; whether the tribunal agreed to hear damages in a separate phase; the text of the settlement agreement, the 7 April 2026 consent award, the new leases and the NNPC production sharing contract; the date and signatory of the letter by which Nigeria withdrew its appeal in Italy, and which 'two hearings' Eni refers to; whether Clause 11 of the 2011 agreement still bound the government when NNPC took 30 per cent under the Petroleum Industry Act; what part the EFCC played in the settlement; the status of the Malabu judicial review (FHC/ABJ/CS/871/2026) after 11 June 2026. Nothing in the record shows unlawful conduct by any official, and no court has found Eni or Shell liable.