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Directors’ Personal Liability in Nigerian Corporate Law
0₦2,500.00Dr. ‘Wale Olawoyin, SAN of the Faculty of Law, University of Lagos in his article “Directors’ Personal Liability in Nigerian Corporate Law” reviews various statutory provisions on liability of directors and highlights the apparent willingness of Nigerian courts to lift the veil of incorporation to impose personal liability on directors, including non-executives. He posits that while the liability of directors for malfeasance or nonfeasance in the corporate law arena has been a subject of several statutory provisions and judicial pronouncements at Common Law, the legal contours of such liability in legislations are to a large extent settled in Nigeria. The imposition of personal liability on directors in cases where the veil of incorporation is lifted has taken new dimensions especially now when commission of crimes by corporate proxy is commonplace in Nigeria.
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Discontinuance of an Action – A Review of the Practice of Courts in Nigeria
0₦2,500.00Isdore Ozuo, in his article, Discontinuance of an Action – A Review of the Practice of Courts in Nigeria, analyses the legal provisions on the right of a plaintiff to discontinue an action in the different strata of court. A plaintiff may at any time withdraw a suit pending in court. However, the consequences of withdrawing a suit depend on the practice of the court in question and not any settled principle of law. For instance, after the commencement of trial, a discontinuance attracts an order dismissing the suit at the High Court of Rivers State, while such a discontinuance attracts an order striking out the suit at the Federal High Court. In Lagos State, such a discontinuance attracts either a striking out order or a dismissal. The procedure to be adopted for withdrawing a case equally depends on the court where the discontinuance is to be effected. The article addresses the misconception surrounding the consequences of withdrawing a suit in court as well as examines the procedure and consequences of a notice or motion for discontinuance at trial and appellate courts in Nigeria.
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Dispute Resolution in the Nigerian Capital Market: An Examination of the Role of the Administration Proceedings Committee
0₦2,500.00Professor Augustine Agom, Head of Department, Commercial Law Ahmadu Bello University, Zaria in his article, “Dispute Resolution in the Nigerian Capital Market: An Examination of the Role of the Administrative Proceedings Committee”, considers the role of the Administrative Proceedings Committee in the resolution of disputes, its creation, constitution, and procedure. He tackles the criticisms against the Committee especially the allegations of determination of issues with elements of crime, and of violation of fair hearing by the Committee due to the all-pervading influence of the Securities and Exchange Commission.
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Disruptive Technology and the Fintech Industry in Nigeria: Imperatives for Legal and Policy Responses
0₦2,500.00Oluwaseun Ojo of Olaniwun Ajayi LP, and Ugo Nwaokike of Punuka Attorneys and Solicitors in their article, Disruptive Technology and Fintech Industry in Nigeria: Imperatives for Legal and Policy Responses, note that the emergence of Financial Technology (popularly referred to as Fintech) is a direct product of the age of disruptive and digital innovation. Fintech is impacting on every aspect of lives, ranging from payment for services, merchant activities, lending platforms, banking services, crypto-currencies, wealth and finance management. They appraise issues affecting the Fintech industry in Nigeria including regulatory uncertainties affecting investors’ participation, hostility from Financial Services (FS) incumbents, poor data protection, terrorism financing, money laundering, cyber crimes, identity theft and financial crimes. They review the legal and regulatory framework for the Fintech industry in the United Kingdom and the United States and draw out relevant lessons for the development of the sector in Nigeria.
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Does the Filing of an Action Keep the Running of Time in Abeyance for the Purposes of Limitation Law? – A Critical Review of the Supreme Court Decision in Sifax (Nig) Ltd v Migfo Nig. Ltd
0₦2,500.00Ayo Olorunfemi and Abiodun Ogunbameru, Managing Partner and Associate respectively at Femi Atoyebi SAN & Co in their article, Does the Filing of an Action Keep the Running of Time in Abeyance for the Purposes of Limitation Law? – A Critical Review of the Supreme Court Decision in Sifax (Nig) Ltd v Migfo Nig. Ltd, examine the new regime of limitation of action created by the Supreme Court in Sifax v Migfo and how it recognises the suspension of the limitation period for a suit filed anew in the appropriate Registry upon being struck out for want of jurisdiction. They examine the concept of the running of time, the principle that the running of time stops when a suit is instituted only for that particular action, the disparity in the facts and circumstances of the cases relied upon by the Supreme Court, and the several challenges created by the decision in the Sifax case.
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Domain Names and Cybersquatting: Implications for Trademarks in Nigeria
0₦2,500.00Joseph Onele, Partner Primus Grace LP and Emmanuela Onyilofor, Graduate Student at the Institute of International and Development Studies Geneva, in their article, Domain Names and Cybersquatting: Implications for Trademarks in Nigeria, examine the regulation of domain names and the concept of cybersquatting in Nigerian law. They consider the appropriateness of instituting an action for trademark infringement or passing off in the event of a dispute arising from the use of domain names, the criminalisation of cybersquatting as well as the civil remedies available for cybersquatting in Nigeria.
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Dual Titles on Federal Government Property in Lagos State: A Review of Law and Practice
0₦2,500.00Olagoke Kuye, Associate, Adekunle Omotola & Co in “Dual Titles on Federal Government Property In Lagos State: A Review of Law and Practice” examines the controversial issue of ‘regularisation’ of Federal Government titles by the Lagos State Government and posits that the problem arose from the inadequate provisions of the Land Use Act and the land tenure history of Lagos State.
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Economic Termination of Employment and some Practices in Employment Relations in Nigeria
0₦2,500.00Professor Israel Worugji, Anthony Ekpoudo and John Egbe, all of the University of Calabar in their article, “Economic Termination of Employment and Some Practices in Employment Relations in Nigeria” examine some issues of economic terminations of employment and practices that are antithetical to job security and good employment relations in Nigeria. They examine the legal framework for redundancy, transfer of undertakings, lay-off and short-time work, outsourcing and casualisation. They argue that the inadequacies of the Labour Act, and its focus on manual labour makes it short of ILO standards and international best practices. They call for a new face of the law that addresses the practices that impact negatively on the right to work and security of employment, without necessarily compromising the business interest and managerial prerogative of the employer.
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Enacting Anti-thin Capitalisation Rules for Nigeria
0₦2,500.00Dr Olumide Obayemi, Legal Practitioner, Ajumogobia & Okeke and Senior Lecturer, Department of Business Law, Lagos State University Ojo, examines an important topic that straddles corporate law, corporate finance and taxation. In his article, “Enacting Anti-Thin Capitalisation Rules for Nigeria”, he examines a financing strategy mostly favoured by multinational corporations (MNCs) in making investments outside their home nations. As debt is often a more tax efficient method of finance than equity because interest is tax deductible while dividend is not, most jurisdictions have prescribed rules to deal with the debt/equity mix by placing a ceiling on debt/equity ratio so that their tax base is not eroded as foreign firms finance their subsidiaries with excessive debt. Dr Obayemi explores anti-thin capitalisation rules in several jurisdictions and advocates the enactment of effective anti-thin capitalisation rules in Nigeria with a safe harbour of 1.5 to 1 debt-to-equity as the starting point.
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Energy Transition, Climate Change Mitigation in Africa and Unpacking the Potential of Hydrogen: A Systematic Review
0₦2,500.00Oluwaseun Viyon Ojo and Sina Akinmusire, in their article, Energy Transition, Climate Change Mitigation in Africa and Unpacking the Potential of Hydrogen: A Systematic Review, address increasing concerns about decarbonizing the energy (electricity) industry and accelerating the global transition from fossil-fuel energy to cleaner energy sources. With the consequential expected result of overall greenhouse gas emissions reduction and climate change mitigation, it is extremely critical to examine the crucial role of hydrogen as a transition fuel in achieving these objectives. Notwithstanding the historical utility of natural gas as a low-carbon transition fuel, hydrogen is now touted as a better and cleaner transition fuel in this energy transitional era. The clean nature or otherwise of hydrogen often turn on the scientific and chemical process of manufacturing and production of hydrogen. Crucially, economic conditions and political circumstances also largely impact the policy commitment to financing and investment in greener energy sources (including hydrogen projects). Ojo and Akinmusire address a number of cognate issues. They consider how hydrogen project development aligns with decarbonization, energy transition and to the extent that hydrogen is currently receiving sufficient policy and legislative attention in developed economies, the paper specifically reviews the extant legal framework for hydrogen projects in the United States, drawing only relevant lessons for hydrogen projects in Africa..
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Enforcement of Arbitral Awards: Navigating the Uncertainties of Public Policy Defence
0₦2,500.00Chimezie Onuzulike in his article, Enforcement of Arbitral Awards: Navigating the Uncertainties of Public Policy Defence, examines the contemporary trends in public policy defence as a ground for resisting the enforcement of or setting aside arbitral awards. One of the reasons for the attractiveness of arbitration is the finality of the resulting award. Although in principle, arbitral awards are final -and should in fact be so-, in practice this is not necessarily so. Award debtors always find reasons to resist the enforcement of awards, or worse, to apply to set them aside on one of the permissible grounds. One of such permissible grounds is the public policy ground. Public policy is a relative concept dependent on the prevailing moral, social, political, economic or legal principles of each state. Since public policy Is based on application of a state’s legal principles and values, States continue to expand the list of acts that may be seen as contrary to public policy. Recently, the Russian Courts in two cases refused enforcement of an arbitral award on public policy grounds because- in one case- the award creditor, and- in the other case- the arbitrators were nationals of a country deemed ‘unfriendly’ under Russian legislation.
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Enforcement of Guarantees and Indemnities: Problems Arising
0₦2,500.00Kolawole Mayomi, Partner S.P.A. Ajibade & Co in his article, “Enforcement of Guarantees and Indemnities: Problems Arising” provides an in-depth analysis of the law relating to guarantees and indemnities. He notes that while the law relating to guarantee and indemnity contracts in Nigeria is case driven, the courts have conflated the principles undergirding them. The consequences being opening up a guarantor to unconditional liability or imposing onerous obligation on the creditor holding an indemnity contract. He examines how risks are covered, the difference between guarantee and indemnity contracts, and grounds for resisting enforcement of each.
