Graduate student explores the changing face of corporate restructuring in Canada

Victor Olusegun (LLM, ‘24) began his university career at the age of 14, having skipped grades in his earlier education, and went straight into law school. In Nigeria, students have the option of earning an undergraduate law degree and Olusegun was eager to get started in the profession.

As the son of a lawyer, he understood that law offered tools for solving problems and, ultimately, helping other people. “I think I’ve always enjoyed providing solutions, especially to knotty issues,” he says. In the course of his education, Olusegun became particularly interested in problems within business law, particularly finance. After earning his LLB at Bowen University in 2018, he earned his qualifying certificate (a requirement for practicing law in Nigeria) and was called to the Nigerian Bar Association in 2019.

After practicing business law for a year, Olusegun returned to school in 2021 to pursue a graduate degree in business law at South Africa’s University of Kwazulu-Natal. During the program, he became interested in corporate insolvency and wrote a thesis comparing the laws in Nigeria and South Africa. When he decided to pursue a law career in Canada, he sought out Canadian law schools known for their insolvency expertise.

“I was really particular about what school I chose,” he says. “The U of A Faculty of Law was exactly what I was looking for in a Canadian Law School.” 

In 2022, he began his LLM at the U of A under the supervision of Professor Anna Lund, who specializes in bankruptcy and insolvency. In his recently defended thesis, “The changing face of restructuring in Canada: Reverse vesting orders and judicial discretion,” he examines how Canadian corporate restructuring law has evolved through a combination of judicial discretion and statutory codification. Olusegun’s research focuses on reverse vesting orders, a corporate restructuring mechanism that is becoming more prevalent in Canada since first emerging in 2015.

Unlike a traditional vesting order, in which a debtor company’s valuable assets are sold off and the bad assets and liabilities remain, a reverse vesting order allows for the removal of unwanted assets and liabilities, and the valuable assets remain in the company. 

“It’s basically a way for financially distressed companies to continue business as a going concern,” he says. A key advantage is that the company can preserve its corporate structure and branding, as well as its tax attributes, licenses, and permits. “This is particularly advantageous for companies within highly regulated industries, such as telecommunications, mining, and cannabis,” says Olusegun.

But for all of the benefits, reverse vesting orders can be complicated transactions. “It’s interesting because there’s no statute to regulate this process, so it is administered through courts and judicial discretion,” he says. In his thesis, Olusegun argues that while judicial discretion has been helpful for developing this restructuring scheme, reverse vesting orders should be codified in law.

According to Lund, Olusegun’s master’s research is equal parts rigorous and creative. “He is both a careful and engaged scholar,” she says, noting that the chair of his thesis committee suggested he consider an academic career.   

Olusegun, who will convocate with an LLM in November, says a PhD is not out of the realm of possibility. In fact, he can imagine a future in which he works both as a legal practitioner and scholar. Since defending his thesis this spring, he has moved to Vancouver to summer at the international business law firm, McMillan LLP. “My focus now is getting exposure to Canadian legal practice,” he says.