• A Critique of the Powers, Duties and Appointment of Directors in Nigeria

    A Critique of the Powers, Duties and Appointment of Directors in Nigeria

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    Odiaka Ngozi of the Department of Private and Business Law, Afe-Babalola University, Ado-Ekiti in his article “A Critique of the Powers, Duties and Appointment of Directors in Nigeria” analyses the appointment, powers and duties of directors and distribution of corporate powers in a company. He explores the historical basis of the modern board structure and argues that the legal position that the board manages the company does not reflect practical realities as real corporate powers are wielded by ‘higher executive directors’ while the board of directors plays mere supervisory roles. He recommends a reform of the law to make the board more proactive.

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  • A Review of the Legal Framework for Reinsurance in Nigeria

    A Review of the Legal Framework for Reinsurance in Nigeria

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    Professor Peter Fogam and Dr. Viashima Akaayar of the Department of Commercial & Industrial Law, University of Lagos in their article, “A Review of the Legal Framework for Reinsurance in Nigeria” examines the 3 main international regulatory approaches to reinsurance. They undertake a comprehensive review of the legal regime regulating reinsurance, arguing that the Nigerian Reinsurance subsector is neither stable nor strong enough to warrant the Domiciled Oriented Regulation (DOR) apparent in several sections of the Insurance Act and other extant laws on reinsurance.

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  • An Appraisal of the Duties of Directors of a Public Company in Nigeria

    An Appraisal of the Duties of Directors of a Public Company in Nigeria

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    Jonathan Aluju and Joseph Onele, Associates at Olaniwun Ajayi LP in their article  “An Appraisal of the Duties of Directors of a Public Company in Nigeria” consider the duties imposed by law and principles of corporate governance that directors of a company should adhere to. They examine the duty of directors, what is ‘in the best interest’ of a public company, corporate benefit and opportunities, and multiple and interlocking directorships within the context of case law, CAMA and SEC Code of Corporate Governance for Public Companies.

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  • An Overview of the Status, Duties and Responsibilities of Secretaries in Public Companies in Nigeria

    An Overview of the Status, Duties and Responsibilities of Secretaries in Public Companies in Nigeria

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    Gogo Otuturu, Lecturer, Faculty of Law, Niger Delta University, Wilberforce Island, Bayelsa State, provides “An Overview of the Status, Duties and Responsibilities of Secretaries of Public Companies in Nigeria”. He draws a distinction between the secretary of a private company and the secretary of a public company in terms of the requirements for their appointment and removal from office. He notes that the secretary of a public company is not only a high-ranking officer but also the only employee in the corporate set up whose employment is protected by statute. He posits that the modern corporate practice of appointing the secretary of a public company in a dual capacity as Secretary/Legal Adviser, Secretary/Chief Accountant or Secretary/Head of Administration should lead to a rethink of the qualifications of the secretary of a public company.

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  • Expanding the Frontiers of Corporate Environmental Liability: The Case of Okpabi v Royal Dutch Shell Plc

    Expanding the Frontiers of Corporate Environmental Liability: The Case of Okpabi v Royal Dutch Shell Plc

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    Similoluwa Daramola, in her paper, Expanding the Frontiers of Corporate Environmental Liability: The Case of Okpabi v Royal Dutch Shell Plc, which reviews the English case, considers the implications of the case and the court’s decision on the concept of the parent company liability under the common law duty of care. The case expands the frontiers of corporate environmental liability in terms of holding parent multinational companies liable for the environmental activities of their subsidiary companies in other parts of the world. Similoluwa argues that the decision is vital in promoting the environmental goals of the United Nations in developing countries like Nigeria, where multinational companies often maintain lower standards of operations.

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  • Minority Members in Public Companies in Nigeria: What Manner of Membership

    Minority Members in Public Companies in Nigeria: What Manner of Membership

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    Samuel Ojogbo of the Faculty of Law, Benson Idahosa University, Benin City in “Minority Members in Public Companies in Nigeria: What Manner of Membership” discusses the rights and powers of minority members of a Nigerian public company and argues that the rights of minority members are tenuous. He contends that the powers in a Nigerian listed company are in reality shared between the majority members and the board of directors. He posits that only the majority members with their insider knowledge and control of the corporation’s wealth and activities  may properly be called the owners while the minority members, the so-called ‘corporate outsiders’, just make up the numbers. He concludes that the rights granted under section 300 of CAMA amount to little, as insider knowledge which a minority member lacks, is required to trigger the rights.

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  • N50 Stamp Duties: Unearthing the Incongruity in the CBN Circular

    N50 Stamp Duties: Unearthing the Incongruity in the CBN Circular

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    Joseph Onele and Emokiniovo Dafe-Akpedeye of Olaniwun Ajayi LP, in their article “N50 Stamp Duties: Unearthing the Incongruity in the CBN Circular” examine the propriety of the Central Bank of Nigeria 2016 Circular by which Banks and other financial institutions are to charge N50 per eligible transaction. They consider the provisions of the Stamp Duties Act, the Federal Government Financial Regulations 2009 and other extant regulations, and conclude that it was never within the contemplation of the law that electronic transfers would be liable to stamp duty given that, among others, it is impracticable to issue a “receipt duly stamped”.

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  • Nigerian Company and Securities Law Reports (NCSLR) 1958-2017 Volumes 1-7

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    Nigerian Company and Securities Law Reports (NCSLR) 1958-2017 Volumes 1-7, edited by Professor Joseph Abugu, and published by The Gravitas Legal and Business Resources Limited,  is a composite compendium of superior court decisions on Corporate and Securities law.

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  • Principles of Corporate Law in Nigeria (2nd Edition)

    Principles of Corporate Law in Nigeria (2nd Edition) – Hardcover

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    The Book Principles of Corporate Law in Nigeria (2nd Edition), by Professor Joseph Abugu, SAN, represents a holistic state of the law and practice of Corporate law in Nigeria, incorporating management issues with foundational matters. The 2nd edition is updated with CAMA 2020, new incorporation requirements, and new provisions on partnerships. It has innovations on Registered Trustees and Company Administration. Recent court decisions have also been updated.

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  • Principles of Corporate Law in Nigeria (2nd Edition)

    Principles of Corporate Law in Nigeria (2nd Edition) – Paperback

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    The Book Principles of Corporate Law in Nigeria (2nd Edition), by Professor Joseph Abugu, SAN, represents a holistic state of the law and practice of Corporate law in Nigeria, incorporating management issues with foundational matters. The 2nd edition is updated with CAMA 2020, new incorporation requirements, and new provisions on partnerships. It has innovations on Registered Trustees and Company Administration. Recent court decisions have also been updated.

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  • Reforming the Law on Audit Committees in Nigeria

    Reforming the Law on Audit Committees in Nigeria

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    Professor Joseph Abugu,Editor-in-Chief, The Gravitas Review of Business & Property Law and Head of Department, Commercial & Industrial Law, University of Lagos in his article “Reforming the Law on Audit Committees in Nigeria” against the background of the proposed bill for the reform of the Companies and Allied Matters Act 2017, explores the murky waters of composition and responsibilities of audit committees and delineates the distinction between the Statutory audit committee and a Board audit committee, underscoring the legal basis for each and their differing roles and responsibilities. He concludes with an analysis of the audit committee regulatory regime in the UK, US and Canada for comparative insight.

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  • Strengthening the Legal Framework for Competition in Nigeria's Insurance Industry

    Strengthening the Legal Framework for Competition in Nigeria’s Insurance Industry

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    Professor Taiwo Osipitan, SAN and Dr. Viashima Akaayar of the Faculty of Law, University of Lagos in their article, “Strengthening the Legal Framework for Competition in Nigeria’s Insurance Industry” examine the concept and theories of Competition. Though they acknowledge the presence of antitrust rules in financial legislations such as the Companies and Allied Matters Act 1990 and the Investment and Securities Act 2007, they posit that such rules are non-sectoral and largely ineffective in enhancing the core objectives of promoting competition in the insurance sector. To protect unsuspecting customers, they propose the resuscitation and enactment of the Federal Competition Commission (FCC) Bill and the National Antitrust Commission (NAC) Bill.

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