Learning lessons from corporate failure in Nigeria : necessary reforms to ensure better internal and external monitoring of corporate behaviour

Abstract

This thesis provides a critical overview of how Nigerian law attempts to regulate the interrelationship between directors and shareholders in the light of corporate scandals, particularly relating to the banking sector. The methodology adopted is a combination of the doctrinal approach (black letter law) and a qualitative enquiry which incorporates the views of some of key stakeholders.
The focus is on both internal and external mechanisms for promoting effective corporate governance including the role of shareholders, directors, and regulators. The content, which includes some case studies of corporate failures, highlights the statutory and regulatory shortcomings that might have directly and indirectly contributed to the inability of participants to promote better corporate practice. Comparative materials from other jurisdictions are referred to in order to illustrate some of the theoretical and practical issues, but the primary objective is to make recommendations that are consistent with the realities of Nigerian Society.
Specific and general recommendations as to the substantive and institutional reforms needed are included. These recommendations are shaped by the guiding principle that they should reflect the realities of Nigerian society rather than simply be transplanted from another jurisdiction. To this end, the thesis suggests that Nigerian Corporate law needs to be changed in two inter- linked directions. First, a broader stakeholder perspective needs to be adopted in order for Nigerian law to better reflect progressive development in other common law jurisdictions. To this end, it will argue for the extension of broader stakeholder approach in order to encourage corporate social responsibility and add to transparency. The thesis also argues for a more radical structural changes to the corporate model such as adopting a two tier board system, more typically associated with civil law systems that those of the common law tradition. Secondly, Nigerian legislation and the relevant codes needs to address a deficiency of independence at all levels of participation. The thesis demonstrates that under existing arrangements, shareholders' are unlikely to be in a position to intervene, directors are unlikely to be independent, and the regulators are politically compromised. A radical overhaul of the law is needed.

Date of Award	13 Nov 2015
Original language	English
Awarding Institution	Bangor University
Supervisor	Aled Griffith (Supervisor)