MINORITY SHAREHOLDER PROTECTION: NEW FRONTIERS IN NIGERIAN COMPANY LAW

Abstract

In this paper, the author reviews the protection of minority shareholders in Nigerian company law concerning the revolutionary Companies and Allied Matters Act 2020 (CAMA 2020). The study examines the transformation of the guiding principles in Foss v Harbottle to the wide statutory model, which is currently the governing body in the corporate law of Nigerians to the fore, and critically assesses some of the important protective measures, such as the derivative actions, the oppression as remedies, and the enhanced standards of governance. By examining the case laws, this study explains the growing judicial appreciation of the rights of minority shareholders in the country. Although the CAMA 2020 dramatically enhances legal protections, the practical difficulty in their enforcement is still an issue, e.g., litigation expenses and information imbalances. Comparative analysis has been used in this paper by comparing Nigeria to the United Kingdom, the United States, Canada, and South Africa to put into perspective the approach Nigeria has taken in the light of international best practices. The main results suggest that a functional minority protection structure is a major determinant of the development of capital markets and attracting investment. The research establishes the upcoming issues of technological development and its influence on the demand of institutional investors, contributing to increased protection by means of high-level governance requirements. This study concludes by stating that, though CAMA 2020 has exemplary improvement, more attention should be paid to focusing on practice and regulatory enforcement in order to achieve the full potential of such reforms. The research would be beneficial in terms of corporate governance literature, especially in emerging economies.