An analysis of the Nigerian corporate governance framework : the legal relationship between the directors shareholders and stakeholders

Abstract

This thesis analyses the adequacy of the corporate governance framework in the context of the legal relationship between the directors, shareholders and stakeholders and proffer suggestions for reform. The increasing economic power of corporations and the implications of the separation of ownership from control have thrown up a number of interrelated problems. These include the need to make the corporations fulfill the genuine expectations of shareholders and stakeholders. It was soon realized that corporate law and governance need to be better positioned in order to ensure a fair and sustainable balance between directors, shareholders and stakeholders interests. In Nigeria this is made worse by obsolete legislation, weak law enforcement mechanisms, lack of adherence to regulatory rules and weak monitoring systems. Primarily this research employed doctrinal legal research, which consist of analysis of rules, concepts and laws. The process involved primary and secondary information and knowledge gathering. The primary sources are relevant legislation and judicial decisions within and outside Nigeria. The secondary sources of information are journal articles, textbooks and learned papers. The research reveals the gaps in corporate law and governance in Nigeria in a number of areas which include: The corporate governance structure; the involvement and relationship between the directors, shareholders and stakeholders; the regulatory framework for corporate governance; the legal and practice regime for corporate governance. The study suggests that the regulatory framework in Nigeria needs to be improved upon in order to ensure that the interest of shareholders and stakeholders is protected. The study equally proffers the need for the legislature and the courts to do more to ensure that corporate law and governance in Nigeria are improved in line with global trends.