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Neo-Colonial Influences and Corporate Governance Emergence A Case for Corporate Governance Divergence
0₦2,500.00Joy Debski, in her article, Neo-Colonial Influences and Corporate Governance Emergence: A Case for Corporate Governance Divergence, critiques neo-colonial corporate influences on Nigeria’s governance frameworks, questions governance convergence, and advocates for divergence to improve accountability through context-specific models. Using a comparative doctrinal research methodology, Debski analyzes corporate governance structures in the United Kingdom and Nigeria, relying on statutes, regulatory codes, corporate reports, and other secondary sources. The findings of this research reveal that while the United Kingdom’s principle-based “comply-or explain” model functions within its robust institutional environment, it is often unsuitable for Nigeria, where regulatory enforcement is weak, ownership structures are concentrated, and political interference persists. Nigeria’s governance challenges stem from regulatory inefficiency and executive dominance. The study is limited by its reliance on secondary data and focus on selected jurisdictions. Debski, however, offers a foundation for broader empirical research. Debski argues that governance divergence, grounded in local realities, is essential for effective corporate governance in Nigeria. The findings provide policymakers with a framework for balancing global best practices with localized accountability mechanisms.
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The Role of Transaction Avoidance Mechanisms in Corporate Insolvency Law in Nigeria
0₦2,500.00Business failure is a recurring phenomenon that cannot be ignored. Several factors contribute to corporate insolvency, including inefficient corporate management, corruption, the socio-political and economic environment, and government policies. Meanwhile, the primary financial burden of corporate insolvency is shifted to the creditors. They are therefore the most vulnerable and most exposed when a corporation fails. The protection of creditors in such situations has remained a challenging legal issue to address in a just and efficient manner, and options adopted have, in most instances, failed to offer full protection. Considering the above legal problem, Ejims Enwukwe, in his article, The Role of Transaction Avoidance Mechanisms in Corporate Insolvency Law in Nigeria, explores and analyzes the legal dynamics and complexities of transaction avoidance mechanisms in the protection of creditors under Nigerian insolvency law. Enwukwe concludes that transaction avoidance, when properly applied, has strong potential to protect creditors in corporate insolvency. This is without prejudice to some of the identified limitations of the mechanism. Nevertheless, the existing framework is a commendable start that Nigeria can further build on to better protect creditors in corporate insolvency. Enwukwe recommends legislative intervention to strengthen and optimize the role of transaction avoidance in protecting creditors in corporate insolvency.
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A Cross-Jurisdictional Legal and Risk Analysis for Corporate Board Oversight of Artificial Intelligence
0₦2,500.00The growing use of artificial intelligence (AI) in business brings new risks that company boards must take seriously. Joy Debski and Joshua Olewu, in their article, A Cross-Jurisdictional Legal and Risk Analysis for Corporate Board Oversight of Artificial Intelligence, look at how boards are expected to manage these risks as part of their duty to oversee company operations. Using a doctrinal comparative approach, Debski and Olewu examine four jurisdictions: the European Union, the U.S.A, China, and Nigeria to show how different laws and systems shape board responsibilities. Drawing from comparative statutory frameworks from selected jurisdictions, Debski and Olewu highlight areas of liability, compliance obligations, and ethical risks. They also draw on the agency and stewardship theories of corporate governance to analyze real-world examples, including Uber’s algorithmic misclassification and Amazon’s AI hiring bias case, to explain the need for Board oversight of AI. Based on the findings, Debski and Olewu suggest best practices for boards, provide recommendations for regulators and researchers, and call for more real-world studies on how boards are handling AI today.
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Where Does the Managing Director Stand in the Power Architecture of Nigerian Corporations?
0₦2,500.00Given the legal framework under the CAMA 2020, which determines corporate organs, and in particular, the unequivocal statutory recognition accorded to the office of a managing director, Professor Ige Bolodeoku, in his article Where Does the Managing Director Stand in the Power Architecture of Nigerian Corporations?, explores the status of a managing director in Nigerian corporations. Bolodeoku argues that a managing director may operate as a corporate organ and bind the company without recourse to the Board of Directors. However, persistent intransigence may trigger the Board of Directors to intervene or remove the managing director from office.
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Promoting Sustainable Corporate Culture to Attract Socially Responsible Investments in Nigeria
0₦2,500.00Yetunde Sarah Ogunremi, in her article, Promoting Sustainable Corporate Culture to Attract Socially Responsible Investments in Nigeria, explores the need for companies to integrate social and environmental concerns in their business operations and stakeholder relations. The move towards business sustainability was as a result of the recognition of the dangers perpetuated by companies to humanity and the environment. Prior to the early 1990s, the focal point of companies was on financial goals and creating the greatest value for a selected few known as the shareholders. It is now expedient for companies to consider the impact of their operations on the people and planet. Sustainable governance promotes accountability and transparency while balancing economic, social and environmental considerations. Companies are significant social players and responsible to all their stakeholders. They have the chance to affect global agendas and the world around them. Nigerian companies must be responsible in their dealings and sustainable in the long term in order to attract foreign investments. Ogunremi examines the move from shareholder profit maximization to stakeholder value and how foreign investments in the country are hindered by failure to use resources of today in ways that promote long term value and benefit to future generations. Ogunremi advocates for a comprehensive framework to regulate business operations in Nigeria.
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Liberalisation of Incorporation Process: An Evaluation of the Degree of Awareness of the Corporate Form by Promoters and Managers of Small Companies in Nigeria
0₦2,500.00Professor Pereowei Subai, Mark Amakoromo and Professor Damfebo Derri, in their article, Liberalisation of Incorporation Process: An Evaluation of the Degree of Awareness of the Corporate Form by Promoters and Managers of Small Companies in Nigeria, query the liberalisation of the incorporation process that has led to a proliferation of small companies. Backed by a field study, funded by the Tertiary Education Trust Fund (TETFUND), the authors postulate that despite some general awareness by promoters of the basic implications of incorporation, the degree of unawareness by proprietors on its different aspects of corporate personality is not insignificant. Further, the study confirms the general lack of compliance by small companies with company legislation in Nigeria. These findings form the basis for recommendations to the effect that the company form should be ‘reserved’ for medium to large businesses. Furthermore, small businesses should be encouraged to operate through alternative business forms such as Limited Liability Partnerships, Limited Partnerships, unincorporated partnerships and sole proprietorships. This would enable the Corporate Affairs Commission to strengthen the regulation of fewer entities. At the same time, state government regulators should be authorized to regulate smaller entities – a role for which they are better suited.
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An Assessment of the President’s Power to Remove a Director under the Petroleum Industry Act 2021
0₦2,500.00Temple Damiari of ASALAW LP, in his paper, An Assessment of the President’s Power to Remove a Director under the Petroleum Industry Act 2021, notes that with the passage of the Petroleum Industry Act 2021 and subsequent incorporation of the Nigerian National Petroleum Company Limited (NNPC Limited), President Muhammadu Buhari appointed members of the Board and Management of various institutional frameworks set out under the Petroleum Industry Act (PIA) 2021. Damiari considers the status of NNPC Limited and the removal of members of NNPC Limited Board of Directors under the PIA, the Companies and Allied Matters Act (CAMA) 2020 and Articles of Association of NNPC Limited (Articles). He argues that extant provisions of CAMA guide the removal of a Chairman of the Board of NNPC Ltd. He contends that the provisions of section 63(3) of the PIA and Articles on the removal of the first directors of NNPC Limited by the President conflict with the CAMA. He critiques the recent removal of the appointed Board Chairman of NNPC by the President and concludes that the removal was wrongful termination.
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Bernard Longe v First Bank Plc: Unsettling Settled Principles of Employment and Corporate Law
0₦2,500.00Akintunde Emiola, Emeritus Professor of Business Law and Former Dean of Faculties of Law, Ambrose Alli University, Delta State University, and Niger Delta University, and Dr Idowu Akinloye of the Faculty of Law, Ajayi Crowther University, Oyo, Nigeria, in their article, Bernard Longe v First Bank Plc: Unsettling Settled Principles of Employment and Corporate Law, cast a second look at the celebrated Nigerian Supreme Court case. They argue that the failure of the Court to consider the effects of suspension on a director who is also an employee, and to distinguish between an executive and non-executive director led the Court to a wrong decision. Emiola and Akinloye argue that the decision of the Supreme Court unsettles established and settled principles of corporate and labour law and ought to be reviewed at the earliest opportunity.
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Reconsidering the Corporate Governance Concept of Independent Directorship Under Nigerian Law
0₦2,500.00Kingsley Ibe, Associate at Babalakin & Co and Stanley Omotor, formerly of Banwo and Ighodalo and now an LL.M candidate at the Peter A. Allard School of Law of the University of British Columbia, Canada, in their article, Reconsidering the Corporate Governance Concept of Independent Directorship Under Nigerian Law, note that the concept of independent directorship is now statutorily recognised under the Companies and Allied Matters Act, 2020. Ibe and Omotor review the development of the concept of independent directors in the Nigerian corporate governance space. They examine the regulatory framework for independent directors in Nigeria, the various corporate governance codes, the similarities and differences between the various provisions in the statute and codes. They offer a critical analysis of the usefulness of the concept of independent directors in Nigeria, and recommendations on how the concept can be best repositioned to achieve the desired effect.
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Is There Sufficient Justification for Limited Partner Liability in Limited Liability Partnerships? Lessons from Nigeria
0₦2,500.00Dr Pereowei Subai, Senior Lecturer, Faculty of Law Niger Delta University Wilberforce Island Nigeria in his article, Is There Sufficient Justification for Limited Partner Liability in Limited Liability Partnerships? Lessons from Nigeria, questions whether there are sufficient justifications for granting limited liability to partners who trade under limited liability partnership in the light of the fact that partnerships operate under different situations from companies. While the traditional justifications for conferring limited liability do not exist in the limited liability partnership, Dr Subai argues that some justifications may still exist for granting the protection on partners who trade under it. A significant reason is the need to shield professional partners from the misjudgment of their colleagues. Using the Companies and Allied Matters Act 2020 as a case study, Dr Subai suggests that in conferring the protection of limited liability, it is necessary to subject the form to regulatory requirements aimed at protecting the interests of creditors and ensuring that partners do not abuse the extensive protections conferred by the Act.
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An Examination of the Effect of the Acquisition of An Eligible Bank Asset of an Insolvent Company by AMCON on the Status of the Company’s Liquidator
0₦2,500.00Lawrence Ochulor, Associate at Babalakin & Co. Lagos Nigeria, in his article, An Examination of the Effect of the Acquisition of An Eligible Bank Asset of an Insolvent Company by AMCON on the Status of the Company’s Liquidator, considers the acquisition of an eligible bank asset by AMCON and the legal implications of the acquisition on the status of a liquidator specifically appointed for liquidating the affairs of a debtor company. Lawrence interrogates the traditional rights of a mortgagee in a typical loan/mortgage transaction, the interest vested in AMCON on the acquisition of an eligible bank asset, whether AMCON acquires and could exercise more rights than its predecessor in title concerning the acquired bank asset, the status of a liquidator appointed for a debtor company, and whether AMCON’s acquisition of the eligible bank asset truncates the liquidator’s appointment
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Labour Outsourcing and Contract Staffing: Analysing the Liabilities of Labour Contractors and End Users under Nigerian Law
0₦2,500.00Edafe Ugbeta and Morris Udeh of Aluko & Oyebode in their article, Labour Outsourcing and Contract Staffing: Analysing the Liabilities of Labour Contractors and End Users under Nigerian Law, >observe that generally, parties are bound by their contract, and the law does not permit the courts to alter or rewrite the terms and conditions freely agreed by the parties. However, recent decisions of the National Industrial Court of Nigeria suggest that the court may now hold end-users of labour and parent companies liable to adhere to statutory employment obligations relating to pensions, insurance, tax, health and compensation where the court considers that the labour contractor or subsidiary is a mere sham, agent, tool, or employee of the end-user/parent company for purposes of masking the identity of the real employer.
