AN APPRAISAL OF THE CONCEPT OF MULTIPLE DIRECTORSHIPS UNDER NIGERIAN COMPANY LAW
AN APPRAISAL OF THE CONCEPT OF MULTIPLE DIRECTORSHIPS UNDER NIGERIAN COMPANY LAW
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Date
2011-06
Authors
IDOKO-AKOH, SIAKA ISAIAH
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Abstract
Increasing cases of dissatisfaction with the activities of members of board of
directors of companies provoked the thought of researching into the subject of
the practice of multiple directorships under Nigerian company law. At common
law, multiple directorship is a situation where a director is on the board of two
or more companies. The Nigerian corporate industry today is characterized by
the practice of multiple directorships in their governance. The Nigerian
Companies and Allied Matters Act, 2004 (CAMA) recognized the concept and
has in section 281 of the Act provided for multiple directorships. This research
work examines the concept and practice of multiple directorship in corporate
management in Nigeria with particular reference to the directors fiduciary duties
of loyalty and good faith, duty of care, due diligence, transparency and
accountability to the different companies on which a. director is on their boards.
The research establishes that the concept of multiple directorship is
incompatible with the application of fiduciary duties of loyalty and good faith of
directors to their companies. It encompasses various possibilities of grave
abuses that could contribute largely to the malaise of many companies due to
poor performance of the board and consequent failure and collapse of the
corporate entities. The research further establishes that the Nigerian company
legislation and the various rules and regulations put in place by the companies
regulatory authorities are inadequate to address the dangers of conflicts of
interest and the negativeness brought about by the practice of interlocking
directorate/multiple directorship that have made several corporate entities
moribund. The overall implication of the findings of the research is that the
Nigeria Company Law need to be reformulatec and adequate rules and
regulations put in place by the various company regulatory authorities as
recommended in the thesis to put the Nigerian corporate industry on a booming
path.
Description
A THESIS IN THE DEPARTMENT OF COMMERCIAL LAW, FACULTY OF LAW
SUBMITTED TO THE POSTGRADUATE SCHOOL, AHMADU BELLO
UNIVERSITY, ZARIA IN PARTIAL FULFILLMENT OF THE REQUIREMENTS
FOR THE AWARD OF THE DEGREE OF MASTER OF LAWS - LL.M OF THE
AHMADU BELLO UNIVERSITY, ZARIA.
JUNE, 2011
Keywords
APPRAISAL,, CONCEPT,, MULTIPLE,, DIRECTORSHIPS,, UNDER,, NIGERIAN,, COMPANY,, LAW