CORPORATE GOVERNANCE IN NIGERIA AND COMPANY DIRECTORS: EXAMINATION OF THE ADEQUACY OF THE PROTECTION FOR MINORITY SHAREHOLDERS AND OTHER STAKEHOLDERS.

Abstract

A company upon its incorporation becomes a legal person different and distinct from the individuals who established it. However, this legal person is merely artificial designed for business convenience as it cannot act on its own but wholly depends on its human organs- members in general meeting and the board of directors. The members in general meeting exercise the control power over the company while the board of directors are empowered to manage the affairs of the company. Corporate governance as a concept presupposes the existence of legal mechanisms or regulation both internally and externally in order to achieve corporate objectives of companies within a country. Corporate governance aims at ensuring that those who run the affairs of the company do so in the interest of the company and the shareholders as a whole and not to their personal interest. And to ensure that the shareholders particularly the majority shareholders do not use their control powers to influence decisions of the company indiscriminately. As legal person, it is only the company that can institute an action to redress a wrong or to defend a suit in its name and not its individual members. However, in some exceptional cases a shareholder or a minority member can institute an action. This work is primarily concern with the protection of the shareholders in a corporation especially the minority shareholders against corporate misbehaviour. It seeks to provide better recommendations on how the �corporate outsiders� in a Nigerian company may be protected from abuse and oppression by the �corporate insiders� under the relevant legislation.

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urn:uuid:e46e5703-cc45-4e65-88ce-3174a67f900f