Corporate Governance in Nigeria Author(s): Boniface Ahunwan Reviewed work(s): Source: Journal of Business Ethics, Vol. 37, No.

3, Corporate Governance Reforms in Developing Countries (May, 2002), pp. 269-287 Published by: Springer Stable URL: http://www.jstor.org/stable/25074754 . Accessed: 18/11/2011 04:00
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Corporate

Governance in Nigeria Boniface Ahunwan

ABSTRACT.

In recent

years,

international

economic

governance.

In

recent

years,

international

pressures have economic of Advocates
for generating

to adopt a program induced Nigeria and liberalization deregulation. of the reforms tout their potential not only
greater to more economic responsible This of growth, but also gover an in for corporate paper provides governance

to the country pressures have induced a program of economic liberalization and adopt of the reforms tout their Advocates deregulation. economic potential economic more
abound.

contributing nance. account

Sceptics of the

abound. nature

for greater only generating to but also for contributing growth, corporate governance. Sceptics

not

corporate

responsible

Nigeria
reforms and

and

investigates
to more

the prospects
responsible

for

recent

contributing

governance

development.

an account This paper provides of the nature in Nigeria of corporate and investi governance con the prospects reforms for recent gates In governance. responsible a broad under up these tasks, I adopt taking which includes governance standing of corporate not only the functioning of corporate boards, but also other the financial and key factors (e.g., tributing banking legal which economic systems, macro the which system) comprise boards make of this policy, context the in to more

KEY

WORDS:

corporate

governance,

economic

development,

Nigeria

In the post-colonial countries, developing development foreign ernment strategy ownership in key

period

adopted that involved and

like many Nigeria, an interventionist restrictions on

role for gov sectors, especially infrastructure and oil and gas. This development in a context of weak market strategy, operating a lack of robust political institutions and democ economic did not result in responsible corporate

an active

racy,

the decisions. Underlying is concern issue, of course, investigation about whether the reforms will have any signif icant impact in terms of fulfilling the aspirations of the Nigerian for economic, people political and social development. manner. The paper proceeds in the following first section in which The provides a short account of the occurs the sector. context in Nigeria. governance corporate section examines second of the

Boniface Ahunwan is aHarley D. Hallet Doctorate scholar at Osgoode Hall Law School, York University, Toronto, Canada. Called to theNigerian Bar in 1991, he has
functioned as a legal practitioner and later, in-house

The

attorney Nigeria,
areas nance, of

with Zenith one ofNigeria's
research include regulation,

International Bank, Lagos, leading commercial banks. His
comparative globalisation corporate and gover corporate

corporate ownership an account of the problems of ownership Next, as they relate to minority and control, especially shareholders, investigates in system markets recent is provided. The the role of company up.

structure

securities

governance in developing countries and legal theory.He has published several papers on these subjects, including his latest, (<Contextualising Legal Theory: Economic Analysis of Law and Jurisprudence from the African Perspective" in the African Journal of International
& Comparative Law.

corporate is then taken in

section following law and the legal The role of governance. Finally, are for the nature examined, to of

reforms

Nigeria

their including more responsible

prospects governance.

contributing

2002. Journal of Business Ethics 37: 269-287, -^gr ? 2002 Kluwer Academic Publishers. Printed in theNetherlands.

social programs. rule was estab colonial formally Niger and 1912. among others. in Nigeria. Orojo.g. The second we perceived country comprised foreign of manufacturing was participation companies where bring The enter The post-independence development in 1960.. operate of the corporation business customary The British first of pre to corporations in England. among investors. It is only in the post-colonial that period can begin to speak of "Nigerian" corporate governance. Following independence of corporate affected the direction most important Nigeria. Two to this strategy. in such areas as electricity generation and distribution. key governance is foreign practices to the concept indigenous colonial Nigeria. state by establishing provision While there was significant corporations. rates are self-dependence. services. and social needs far outstrip high In addition. expected and managerial expertise. and (iii) enterprises in cannot hold more of which respect foreigners than 60%. the government in other sectors legislation were promoted indigenous of the economy. The The context of Boniface Ahunwan and air and ports. were the dominant post-colonial primarily ideological which period. infrastructure still lacks an efficient and transportation country. governance 1992).270 I. (Orojo. major in the private 1994). features have 1996). systems. prohibited or transfer of any security or interest in a security in favour of a person outside resident inafter creation Nigeria Minister Decree three with except of Finance. during system 1992). strategy several factors in these of the foreign capital third schedule prises (Kachikwu. in Nigeria remained foreign ownership by creating of enterprises: (i) enterprises reserved for Nigerians.. arrived of first One century. self-dependence terms of indigenous of produc the means into there was a great Although 1960 about the development newly Nigeria two basic broad First. ownership of pieces viz. was enacted statute in Nigeria governance corporate a the period of colonial rule gover system of corporate part of the British nance. Between (Ukpabi. the Foreign Exchange Control Act of 1962 "the FX Act") and the Nigerian (hereinafter Promotion Decree. No. was the National renamed chartered 1862 lished tions the Royal in 1886 chartered companies in the second half of the 19th and most African influential of these (when in Nigeria) that (later Company which was Company). 1987. all of the corpora were in Nigeria foreign to in England and subject of the British corporate The first in 1912. among convictions stressed economic was The social context deal of optimism of prospects years in the on The (e. Perhaps. 4 of 1972. p. control social owned interest British state the over service government public utilities.1 This financial at the classification was based needs schedule to on of the the was and managerial time. state corporations. is rife with the country corruption and divided by ethnic and tribal tensions (Federal Office These of Statistics. Yerokun. Economic in 1992. restricted schedules the For of the permission its part. pation Activities domestic corporations. owned Second.). In many foreign ownership. often Enterprises referred to as the "Indigenisation Decree" (here FX Act the The "NEPD"). In commenting for sectors the problems . etc. (Akanki. of Nigeria socio-economic repercussions and public on instances. the NEPD operated companies registered the law and ideology governance corporate However. 3). (ii) enterprises exclusively cannot hold more in respect of which foreigners than 40% of the shares. foreign especially in many of these areas. private. telegraphic shipping were to wholly restricted travel. understood and control of ownership tion and was operationalized areas. postal and development both business. absolute imposed infrastructure and country communications forty independent is still largely underdeveloped. unemployment electricity. the corporations. included capital-intensive 1988. telecommunications. prohibited the by state did not even permit partici water.

p. only but the nature of Nigeria's in the attitudes related are problems on individual foreign cial ventures. corporations wholly-owned the federal government ments operate wholly-owned including the by plants. as composed conceived by government. arrangements include this sector as a separate category due to . policy involved industrial. insurance of other companies. range four major petroleum Federal Government).2 (Achebe. entrenched of the divested domestic 1992). combined effect of the government's and its legis objectives are easy to imagine. whether any on the owner ship structure of Nigerian 1992. 169). Nigerian corporations in which structure The major way ownership of both was that provision in a variety prohibited foreign ownership of sectors. and economic follows. p. the owner is examined. appear to most the various efforts to circumvent the provisions enterprises. of Nigeria a former expresses of Governor a frustration stubborn Nigerian in a strong the FX Act and the NEPD notwith ? that the enactments did have signifi standing on cant structure effects the ownership of and corporate governance. 663). activities. Hence softness bribery. (Akinsanya.. in governance Some as to impact categories. in changes ownership unfounded cases as there to of Nigerian (Yerokun. the either provision corporations. doubts scholars have expressed had any effects significant and. Other as (minority) small country independent over local control for greater which the colonial resources. the government operates Although joint venture sense to in other it makes sectors. idleness and the contrivance shares. refineries (owned banks. other operate the government local partners with cases.. productive service commercial and in of these key macro-economic on In many proactively ship pattern in the corporate II. not government participation in industrial and commer partners Most of the divested shares that were bought rooted Nigerians. structure from government resulting be best of classified "A" under can be four Category Both policy ownership can structure of Nigerian corporations. through 100% that ended a majority up buying as there was not sufficient available (Yerokun. corporations Such about skepticism is not completely been many reported have citizens Category arrangements and foreign for foreign fronting the ownership entrepreneurs satisfy require ments of the NEPD It 1989. 228-230). solely or in joint ventures with In other foreign or local investors. venture "B" comprises joint the federal between government crude oil producing corporations. pp. one are also structures to larger political In what and practices. p. petrochemical and a hotels the NEPD there were corporate particular. that the govern ment enacted the FX Act and the NEPD with a change in the own the intention of effecting ership Nigerian whether on either operated or investors foreign through The family-owned corporations. The ownership structure of Nigerian owning corporations In Nigeria. and state govern corporations. Of not course. circumvent and tends to it behaviour laid-down rules of to resist control and encourage a kind of in the application and and lukewarmness of legitimate rules of economic implementation it provides a fertile ground for conduct. corruption. would however commentators. government perceived productive period owners. foreign ownership the government became instances. purchased a small number of very wealthy up by 1983.Corporate of the Nigerian Bank felt by many: [t]here appears to be a certain built-in ness in the attitude of the typical economic agent .. It manifests itself Governance inNigeria 271 Central economy. Nigerians The lation were by the government. 14). invest This affected was the propensity economic regulation to . were as of a need in many the newly former colonies. during investors dominated largely by foreign It was in this context. foreign as majority (or investors continued to partners with controlling) and other local investors. 1996. Many had to corporations foreign to satisfy divest their the new shareholding It was the Nigerian government requirements. structures. sector. ment funds further with are antithetical of get-rich quick attitude which to hard work and discipline (Ahmed..

Chevron Mobil 30% 10% 5% 40% Int. Nig. protection ownership sought shares. is the norm. holding Agip Chevron Mobil Nigeria Nig. owned. owned consists of privately not listed in the stock are family corporations A majority of them are small companies. importance A key indicator of this sector of the importance is the fact that the government of Nigeria derives of its total revenue from joint about 97 percent ventures Statistics. have of investors in many "D" Finally. http://www. ownership listed corporations. Conversely. operate Both in this entrepreneurs feature a prominent above indicates. controlling corporations As indicated foreign interest in the Nigerian Stock the shareholding by in Group "C. ment-owned of publicly listed corpo investors operate with local and commercial II below the nine sector. recently to demonstrate TABLE I Group Name of of "B" companies of company Percentage Percentage Type of company foreign Shell Petroleum Co. to many listed corpora and various industrial with a enterprises. and and operated and friends by families of these Some business sophistication. quite large. Ltd. ownership is exercised by government. holders. below. 1997). Ltd. family-control that Some law scholarship suggests corporate structure the corporate is a feature of ownership to minority the availability of protection share La Porta et al. poor concentrated (1998) investor has protection they to minority countries more La share with highly Porta this argue. Ltd. however.energysector. corporations. Pan Ocean Private Private company company Source: Nigeria Economy. Texaco Chevron 20% 20% 20% 20% 40% 40% Texaco Overseas Nig. Here investors The foreign in the industrial investors foreign multinational the are mostly Table enterprises. capital base tions.272 Boniface Ahunwan corporations and foreign category. Group that are corporations market." corporations in govern be vested may majority ownership or local investors ment.html. gas (Federal indicates I. 40% 55% Private company 60% 60% 60% 60% 60% 60% Private company Producing Agip Oil Private Private unlimited company company Agip Phillip Ltd. Ltd. structure. Shell Elf: holding govt. is the norm for local firms. Elf. Nigeria Pan Ocean Ltd. are comparable insurance Banks. foreign (especially TNCs) In group "D" entrepreneurs. Table structure of the major Group shareholding "C" consists in oil and Office of the "B" corne local under this category." corporations "C" and "D" majority "B. to the national its immense economy. 1997) argue that a widely such structure. As the discussion of in in group "A.Mbendi. of good availability holders. structure the ownership of Nigerian ismajority (or substantial minority) corporations Even from the 100% govern apart ownership. owned lacking Most of the or a majority hold of the corporations. structure of majority In the publicly shareholding capitalized Exchange. (1996. of shows most subsidiaries groups minority) Group rations. Nig.com. Private company Elf. ." (or strong In group B. dispersed shareholding as obtains in the United is due to the States.

56. A variation of this problem involves government participation in the economy. .85 Federal.41. Pic NG. of minority is shareholders expropriation limited by law. where government.A.77 BV .90 NG.58 United Nestle Bank for Africa Pic Pic Widespread Foreign: Others: Foreign: Others: Foreign: Others: Nestle 43 Exxon Mobil 40 Total 40 Fina Elf Soc.21 NG. 18b 14b 13b Bank Nig. investment noted more important such above.B.12b 16. exists between majority explanatory (or regulator) is able to adversely affect the . have and Historically has been holder ceived in which concentrated. Oversea 42. corporations but strategies. of Nigeria Pic 50 Ass.33 dispersed dispersed Guiness Otalataf-7. - West African Portland Cement Foreign: Domestic: - 39. .48 NG. 32b Breweries Heineken 58. 12b 10b Foods Nig. Int. Cement Odua 26.67 of Nig. on the basis of which case in the Nigerian shareholders' protection. tection ownership markets. Macro-economic political foreign be much development.60 S.A. a consequence In contrast. shareholders or even give is are up less pro III. An. Initially. Research Ltd. respect it probably plays one considers when policy regulation seem would variables and of to as that a similar problem owners and minority in are which the former able to ignore the largely interests and rights of the latter. especially the entire economy. of in terms of a principal-agent problem of firms the management of widely (agents) were held firms able and predisposed increasingly to maximize its own interest rather than those of shareholders It has also been (principals). 10b Total Nigerian NG. as an owner argued. Govt.Corporate Governance inNigeria 273 TABLE II Group "C" companiesa Name Nigerian First Bank Union Guiness of company Pic Shareholding Foreign: Others: Widely Pic Widely Foreign: Others: structure (%) Market capitalisation NG. countries poor more both narrower ownership shareholder concentrated and smaller stock governance study of corporate the abuse of share linked with closely was con this problem rights. 2000. especially of developing countries. a This capitalization in Nigerian thesis by empirical it is affirmed: In countries with studies. 10b is based on Nigerian Stock Exchange corporate profile as at January. and to As hence reduce controlling their stakes . Problems the of ownership and control willing control. The to US$ currency with exchange rate of Nil0 (S. Oil Nigeria Pic Mobil Pic NG. to the analysis in relationship La Porta tection behaviour their 's proposition about shareholder for some of with may help of foreign to account pro the to ownership a secondary role.). 60 . investors pay higher prices for their shares. NG. NG. than considerations of where good shareholder protection.

one year after the discovery the Nigerian irregularities. corporate to effectively of endemic infrastructural difficult have was of of of to corruption. the nature of In what these follows Boniface Ahunwan we will as million and N554. to their to remove shareholders have the votes majority resistance. this does not mean principal-agent 1976) does not (Jensen problem arise. 1998).K. problems characterized structure ownership adjustment. tries) and a lack of adequate have been and directors context. Moyela. in Lever Brothers corporations al. context. panies.. . respectively 1998. the problem context occurs in and is exacerbated by the of a political and culture of corruption tensions ethnic and rivalries. share ownership (Morck in Nigeria concentrated ownership Clearly.'s studies accords with work on of majority the problems et al. In the Nigerian context.7 there was million a N5.g. in 1998 the company suspended an annual return with irregulari of corporate the major challenge in such countries is restricting such La Porta et al. has a 52% stake in the Group Between 1996 and 1998.. Minority shareholders in Nigerian La Porta et the basis con of with highlighted and other management employment were more on ethnic based solidarity ciency considerations abuse Corporate in serious financial Stock for Exchange 1998). poorly markets information asymme functioning (e. In Nigeria.95 (Ekanem.K. in Nigeria. officers while were wife's of the company had up to 18 official cars. Sources also disclosed that one of the key 1998). of abuse by senior management. in countries studies ownership. tends culminated of minority exploitation to be the basic problem.274 interests examine of shareholders. on have suggested that. exercised majority Group. still had 1998). Schleifer (1997) have shareholders' argued control monitoring and Vishny that the effectiveness of large that the classical and Meckling. adjustment a profit and after tax at N791. context is exemplified Nigerian by the case of Lever Brothers Nigeria Pic. ownership is highly concentrated. The local management without much problem monitor is that they are not able and abuses management ethnic make as a situation loyalty. not that for more the on Securities commented to companies in of supply awarding senior management which had interests (Ogbu. three they arise in the Nigerian as it is by the concentrated discussed above. billion turnover. while and after taxes were N351 profits before million and N244. The further revealed that reports almost decisions than effi Majority As vs. (hereinafter "LBN"). context. this did not ensure efficient ership. as it arises in The agency problem their benefit own of the of management is intimately to enforce to tied voting ability rights remove management. (1996) empirical centrated shareholders Therefore. many managers able to use corporate and resources opportunities for at the expense personal the corporation and its shareholders. case raises several issues. The company's of 1997 before stood at N4 billion. submitting turnover in the first quarter ties. While in the Nigerian the management own Unilever U. Shareholders the recent literature inability oping and minority suggests correctly in most devel predominant problem a conflict is countries between majority shareholders. reports including insider shares and the dealings. In this infrastructure. contracts all of the company's major in his handled by a company registered name. there were company.8 After respectively. 1988). bribery. racketeering contracts commentators Nigerian Many that the Lever Brothers situation compromised by to monitor bodies the the inability activities argued further regulatory listed com than Com the case financial It is noted for instance. of local management. governance exploitation. The Lever Brothers but most important of majority for our concerns here is the shareholders to monitor Management Although that the vs. (Ogbu. problems detect. the earlier above. LBN is a public The listed company Unilever U. is of minimal this factor The importance. mission (Ekanem.3 before with The Nigerian irregularities.

corporate by considerations partisan political years ment of military have corruption rule wholly-owned governance influence between through major and Japanese model that their ownership and control argue frequently over a more have advantages patterns dispersed system. (Berglof of the German Advocates of public to the board. Appointment 1994. and Japan. for corporate legal system is important not only insofar as it plays a role in governance the enforcement of company law. particularly. Concentrated ownership in Nigeria is different from the ownership or Japanese In the Group model. Schmid. levels are not similar companies In Japan. which further reduces level of pro in these enterprises. the government. Some of the imputed benefits ownership as the are that majority such shareholders. coming these cor of government ministries. senior management and positions even on political is often lower cadres based ethnic loyalty and/or faith connections. but also to the extent that it is charged with enforcing a wide etc. by the fact that ownership in economic is also concentrated powers control) one In Germany.) tion arrangements (an system. the more extent of the problem is significantly mollified by the presence actors is exercised. (Gorton For their part. from majority itself or other ownership is highlighted The of this question importance (and. important these problems and examine whether they arise of or concern their once corporations causes. and weak an uneducated institutional investing public. and unimaginable levels of affected the manage adversely sector corporations. The shareholders. Research such 1984. control over a quarter of cial banks in Germany there the votes of major public proxy voting concentration able level to exert of arrangements. that in countries are also reflected in the Group problems some group C) corporations B (and the where venture in joint with government operates foreign multinational of private corporations.. problems shareholders majority the benefits expropriate to the interests regard of minority Government Another ownership ownership problem in Nigeria associated with majority ownership and Several is government In corporations (and influence). own than the fact of majority important nature of majority ownership. (Akanki. have better and exert and can act as owners (Myers and Majluf. holders .) inefficient etc. 1992). and productivity also subject to the over managers Diamond.Corporate entails Governance in Nigeria 275 about the internal management of for redress and few options The are net result is able that to effectively of control without shareholders. structure the organizational of the corporation. facilitate the exploita (rather than prevent) of minority shareholders by majority The share dispersed minority are unsophisticated. Company company the "rules of the game" for lays down key etc. 1998). ownership in which IV.the social context investors (e. sector Whether is unclear. religious as opposed to considerations of efficiency and merge. ership is the of the nature of majority aspects Important are the social and institutional context 1991.g. as high. et al. A Company role law and the legal system by law the is played in corporate governance law and the legal system. also cross-holding and Perotti. German information control access to corporate banks. the however. professional qualifications under the Yerokun. facilitate (Hoshi long-term relationship is that What these studies seem to indicate 1990). fessionalism These are rent-seeking and 1982) of politicians (Bhagwati. through although are banks a high banks arise. with little knowledge internal of the corporation operation including such key issues as the nature of shareholder rights. 1992). It is for minority shareholders. banks. authority porations behaviour bureaucrats. demonstrates as Japan. such as Germany estimates that in over 80% of large German study are large (non-bank) corporations public and shareholders 1996. 1994). like the Japanese dominant shareholders. corruption. foreign or local investors . C German in Nigeria where the majority corporations can be shareholders government.. weak judicial capital markets. large commer Mulbert. Furthermore. Nuti. problems nature of to investigate.

1998). shareholders have in principle same as of the many enjoyed legal rights in the dominant shareholders Anglo-American economies. (shareholders. argue shareholders pre-emptive rights. proxy voting.K. developing (Krugeman. to make corporate in corpo countries purpose rules "self and von Thadden Berglof have criticized these studies. ventures. is even that is. many to protect incorporated the Companies before the privatization of the measures were Act of state advocated already degree shareholders for minority of appraisal to major such as minority into Nigerian shareholders law in 1990 3. shareholders. partners In Nigeria strongly As a result in joint make Boniface with Ahunwan shareholders 6. enterprise rather than by indirect managers).. participants (judges. the use of procedural approval dent directors of certain shareholders and Allied Matters paper was through (1990). cumulating representation. for example. against voting 8. these practical problems. Voting rights the of any acquisition of shares above company that and a requirement 15% ownership . suppliers. be governance such as Nigeria. problems They are unlikely to also argue that these measures solve one of the major in governance of problems countries. direct participation in the the parties shareholders approval. According associated with corporation cumulative ment 2. They however. however. among majority ownership. use of clear language in legislation that defines and improper behavior. of of minority though protection is necessary for developing there are countries." in the actions and decisions by direct participants directors. and a general corruption deep rooted disregard for the rule of law (Ahunwan. In Nigeria. Kraakman certain basic 1996) have suggested should implemented in developing the overall Basically. voting system/ proportional oppression remedy. acquire a requirement market 7. dividends and mandatory after a percentage threshold (1999). who than 30% acquire more shares. rights for dissenting decisions. of safeguards for employee share provision holders control by managers. asymmetries. that and make business activities much more (La Porta. to the director-called shareholders' meetings. rules governance are also endorsed by La to regulate the problems of the measures Thus. regulators.276 that range of contracts actors various external tors. that shares be issued only at pre-emptive rights to corporations (e. one vote. These 1998). of and unitary of protection and provision other government participation require measures than investor protection. a high by: for directors. legal and accounting profes include: features sionals. takeover rules requiring protections decisions by indepen and shareholders. a required percentage of the shareholders holding shares can also Corporate established (as can the requisition meetings the Affairs Commission. economy judicial been characterized insti market by undeveloped a high level of information tutions.). including owned enterprises. ballot. What formal has been lacking in Nigeria. Highlighted shareholders in the new Act is the right of to participate in the management of in addition the corporation. costs of con defects increase the dramatically tracting risky ventures To address et al. strong legal remedies. to rely for their success on enforcing. to company notice of ownership. to set dividends and estab notice to III). require voting one share. law has historically been company the example of the U. etc. body to administer the Act). proper rules enforcing the Nigerian has also system. 5. 1998). financial press.) These corporate 1. a dismantling in the intervention of government economy. still significant of enforcement. that. they require Specifically. even (see Table Kraakman's published 4. are: one share one that La Porta suggests (1998) to be blocked shares not vote. features rate (1995. capable of to a weak is an effective system judicial In addition rights. influenced by distribu all the value with of this.g. problems corporate that of "crony capitalism" to this perspective. 9. Thus. of these Many as measures Porta before voting. board powers lish company policies.

" (1991. CAMA s. The merit of such administrative resources. TABLE IV Shareholders' Type of Shareholders' action Remedies Section remedies in Nigerian Company Law ss. transfer of shares0 284 and 287 ss. 158-163). are also the of non-voting shares. including oppression the statutory and unfair of preference share on disclosure Strict rules requirements for in the Act. 299-301 a Only shareholders holding not les than one quarter of the issued shares may make this application. CAMA 314 (2) (a). 593 and 608 of directors. 116. 46 and 48. Frank Easterbrook and strength b Several fundamental Daniel that appraisal remedy protects shareholders from value decreasing transactions and that of all shareholders. not just those who "[AJppraisal's principal effects occur ex ante and increase the welfare ex post. and other personal prejudice Table shareholders (see IV). They include alteration of objects changes require 2."3 strategies of Kraakman's "self-enforcing case of Nigeria. 314-330 Shareholders' Shareholders' derivative ss. c There are some debates however on the protective of the appraisal remedy. 145). the Nigerian of the substantive. and remedial many procedural model. is so intertwined with the majority interest that an equally profitable exit must be provided have also been the abolished also upholds share (except involving holders). effec questions an the filing of annual returns.'s view. How however. non-functioning remedy in a country with deficient is questionable. 100 and 101. derivative the action. required proportional representation on the corporation shareholders votes. but corrupt administrative See Ahunwan system (1998. Bayless Manning sees the appraisal (1962. convert ion. the new Act also provides reports. 303-309 Shareholders' personal action under the common law minority actions protection to apply to the Corporate Affairs Commission Shareholders' for investigation rights of company's management/ ss. 223-234) happen to be in a minority argue remedy as a drain on a company's liquidity and could deter other value-enhancing transactions. . 310-313 for oppressive and unfairly prejudicial act action ss. and articles of the company. requirement audit and provisions for report. subdivision or cancellation. pp. such as the provided for for remedies suit. 224?226 Cumulative Removal Requirement votinga of directors of S226 by shareholders without votes on fundamental cause s. accounting In addition. involving features ss. like to Kraakman oppression the company's welfare for the minority shareholder. alteration of the share capital by increase. Chirelstein et (1974) al. pp. one vote protections Section in Nigerian of Act Company Law of protection ss. 379 etc. 277. It the principle of one vote for one in certain interests defined circumstances strictly issuance defined and the Act has strong legal remedies. for this model. ss. See also V. statute employed As seen above. declaration of dividend. arguing In a that free-rider country where problems the problem limit the efficiency of minority of appraisal remedies.Corporate Governance in Nigeria 277 TABLE III Procedural Type One share. CAMA s. is serious. as well as those of many The other developing raises some obvious countries. p. The Kraakman Fischel Brudney I subscribe and M. 262 *b shareholder transactions Requirement Appraisal a of shareholders' approval of director's self dealings takeovers and reconstructions rights in mergers. consolidation.

. and statute. (Black misplaced et al. the new included et corporate even more In addition to discipline law. then their competitive. the Nigerian governance system still remains largely afforded of self-enforce protection corporate inefficient. obvious problem markets are oligopolistic in nature many product and therefore ment however. drawn up from of the features of the law does its self that after the self-enforcing (Kraakman implementation. The ment Russian those laws. the role of product strengthening and enforcing happen (Black et al.. business remedies economic. major they identify the flaws economic effectiveness include structure cutors. 1750-1769). in the privatization exercise. corruption. function Product The markets role of market from in disci standard In to their the product flows management plining of neo-classical understandings basic economics. experience unique the self-enforce Nigeria implemented strategy in 1990. is not in imposing upon management discipline One is that real world. social. In what the role of each of the three markets in the Nigerian context. enforcement their faith model al. They would hoped a that broad constituency private for create is good markets in the reason to question there equilibrium. follow. As a result of this market are restrained from managers pressure. the market the company render are not If their prices will be driven products 2000). The ways supposed to been contribute well to responsible in the articulated model notably governance literature on behaviour. more promote are of market types have the the Russian "hypothesis" accepted was in the model self-enforcing et al. 114). writing good laws can take years and building good . law). 2000.. identified Kraakman three major factors are for the failure of the Russian These system.The laws did indeed institutions takes decades. But self-enforcing seem authors According judicial and poor management (Black et al. p. in the field of scholars by follows.. market and corporations Three forces also act corporate responsible governance? In trying to answer such questions. general Specific rate governance. systems. analysis of law. and result in the removal of management of neo 1989. the mathematical Despite accounts of general classical to them. In spite of the strong legal and the ample procedural and structural remedies do not effectively subject manage to pressure. competitive minimize products out of markets. infra as prose judges. . 2000).. . is the principle countries with inactive Boniface Ahunwan to shareholders.278 tive. ment in emerging judicial markets. Market control to legal rules. . are these not the problems that the to curb? The is supposed model to agree. a business to control Anglo-American perhaps most the we as economics examine they of corporate governance. effective culture and political factors that thwarted the of the self-enforcing model.But the privatizers hoped for more than elegance just decent ownership laws. and a pernicious culture? How effective in isolation social from and weak uniquely and product capital and management are strong legal a supportive macro context for political it may be of Russia V. for example. self-dealing and majority shareholders and more managers by to corpo economic conditions. the indeed. make the firms products petitive (Butler. architects the have of authors of responsible most in this regard. A related argument offered by states that since all and Meckling (1976) Jensen a separation of the firms competitors (assuming are also subject to of ownership and control) . . to refer to the experience appropriate where scratch. than Nigerian Five years 1995). albeit regrettably. corporations cost to ensure in order are competitive. These absence of an institutional (such lawyers. are forced that the self-dealing business experienced and commercial capital of law avoidance. important the market for managerial talent and capital are in which markets markets. product markets. similar products and by other insolvent. their self-interests for this would pursuing uncom increase costs. corruption. That didn't pp.

has historically standards of the especially. a direct present the other threat the hand. of maximal "made-in-Nigeria" than labels from or security compensation packages. consumers with among foreign goods. This situation is further and exacerbated complicated conditions and by the socio-economic and ethnic ties (Olukoshi. to serve either of these functions. against corporate such prospects do corporation. managers to performance. are that the market to performance in reward management according terms innovation. is that it should deter according managers from abusing their positions by pro of promotion and instilling them prospects viding fear of dismissal studies (Fama. countries. established that Nigerian have harbour a very labels. a similar indicate GNP is more than that of . Nigerian and has played little role in offers a comparison of the with those of some other to align the it is supposed interests with shareholders' related compensation developing As the table Malaysia. In wholly-owned be harder may state corporations and joint ventures. of discipline markets capital On management disciplining an share prices provide with shareholders hand. such $24 381 respectively. religious The capital market the most comes The effective from role form the of of market control the in Perhaps of productive to the degree device. of liquidity. as Zimbabwe. exert pressure on middle level managers. the not that story structures is different. disciplinary and. does not serve etc. of the managerial One dimension sorts and compensates which market. of executive performance management In Nigeria. the dis is significantly capitalization of US$98 557. Many support internal managers Another the fact competition aspect that of discharge and do in fact. (Chrite 1998). this is so. potentially capital market. to consumers A final these rather costs than are effectively eliminated. efficiency. as a the status quo may be more effec challenging tive strategies and Hudson. due to bureaucratic and political standard measures ensure (senior) it is frequently influence.Corporate agency costs. 8). (Okechukwu sumers' preferences for foreign correlates goods to some degree and with superior reliability such objective technological sophistication. the one The market for managers A second form of market for managers. Rather. pp. measure to evaluate man important by which agement markets control is the market On performance. factors obsession. 1996. markets the a must be relatively market large and enjoy certain been degree In Nigeria. Here. in disciplining be the performance 1982. 1980). while Israel and Egypt each have a GNP just times the size of Nigeria. however. under three countries such as indicates. capital to poorly per form of hostile incumbent is twofold. context. with Ghana situation.4 is that for managers interests of managers through (Fischel. p. Table V capital market countries. does not necessarily then. loyalty to political and administrative and not patrons and Onyemah. effects of the in the fear in management forming take-overs (in the aftermath of which is generally For capital management ousted). alone The cannot entirely of account this with for this respect implications to the disciplinary role of the product market. of the market developing governance. that relates further passed serves Governance on to in Nigeria 279 consideration the importance downplay as a disciplinary device marketing obsession Researches consumers of the product market to the role of serve as a deterrent. the capital market even by underdeveloped.5 In the Nigerian for managers market are ambiguous. among middle though more than senior executives level management (who to monitor). economies with plagued enduring ment the fear of dismissal problems.a market greater $39 628 Nigeria's economies d'Ivoire Nigeria's and $2887. there is an and advertising. as an effective In private deterrent sector It would management that expected parity in the market . other more negative image and rate them lower countries developed con While 1999). capitalization 918-919). triple against smaller and Cote While these unemploy serve would Comparisons abuse.

means no role the underdevelopment. especially as noted in the oil and sector management misappropriations irregularities. countries. capitalization major from reason in terms of advantage ismuch smaller percentage this are situation above. which and Japanese models. The Nigerian Stock slammed stock down. personal as it does not operate Bank finance. combined of illiquidity the ownership The obvious for the discussion are not corporations Nigerian B categories.280 Boniface Ahunwan TABLE V Capital markets Country of selected of listed developing Market countries size GNP (1998) (US$million) 136 868 96 483 81 311 79 185 61 451 36 373 10 196 7269 7214 Emerging its No. As many of these at over US$2 billion each.9 smaller market wise. the Exchange price there was no bid for the however. to consolidate benefit they but not are from only in a (La loans. adequate the banks do not really have the same security. short-term their holding . Thus. and investors reacted control. corporate or corporate savings and bank finance. market operators to the mismanagement. incentives The as German small that size and with banks to monitor the corpo capital structure. rations. of Lever a series and were government ownership It is not entirely clear. clearly has to do with tecting tion can Brothers financial the threat of takeover plays virtually in disciplining and pro management situa shareholder minority rights. The equity.1 South Africa Israel Malaysia Egypt Pakistan Nigeria Cote d'Ivoire Ghana Zimbabwe Based on IFC Report: 668 650 708 861 781 182 50 21 67 Stock Market Factbook 15. is a major capital market Part in the Group listed in the capital are valued corporations their absence factor of the from in the market's problem here biggest A and market. incor government typically as private rather than their subsidiaries porate public countries. rate behaviour.9 46. Majority market better Porta. position 1998).8 9. in two ways illiquidity encounter reduced share prices. (US$million) 392. should The be and creates uncertainty in interests rates and instability inflation.9 99.1 35. however. revenues in Nigeria). In line with the theory of market reported. As by the noted case above. which market. while the market protects in the diversed minority widely shareholdings in Nigeria. and deregulation alter that privatisation would as large foreign the situation corpo significantly (which. however.1 31. does in the German often involves banks comes in Nigeria short-term assets. with Furthermore. This be Nigeria illustrated Pic. capitalization Average corporation companies (US$million) 170 252 39 628 98 557 24 381 5418 2887 1818 1384 1310 (2000). (and regulation).2 38. The minority shareholders lost in two ways from the operation of the invisible hand from from context. Unfortunately shares or takeover. American it does the opposite system. Bank finance in the form of exclusively secured by corporate typically holding nature of bank finance An in share prices.1 192. in this firm inefficiencies gas accounts for 97% of above. finance still largely relies on Rather. in the Nigerian lost both They in corporate the decline growth resulting the mismanagement and from the reduction companies when operating in developing of the undeveloped corollary important market is that a culture of equity finance capital has not developed among Nigerian corporations. however. shareholders.

. will government the remaining while 20% will be sold to the Nigerian Foreign exchange been deregulated investment rules Exchange Decree of private recently. Recent prospects Nigeria. They . to sell all of its holding intends Table VI (Monitoring 1995.Corporate VI. of the equity. Another investor of the provision the nationalization corporation is that it legislation or expropriation of in Nigeria. integrated developments and future Governance in Nigeria 281 is facing into the can now companies change). the posses edge. friendly the Nigerian The new legisla Investment to the opportunity partners investors/strategic com hold up to 40% of the shares of privatized is that such The rationale for this policy panies. pay for the enterprise fortune the business . liberalization has introduced the government these pressures. refineries.7 but also to turn around know-how to the run managerial In line with participation government of encouraging greater the investors. in several key areas related to corporate reforms these examine In what follows we governance. Privatisation a program of privatization commenced Nigeria in The 1988. guidelines as: investors strategic formidable a much to provide needed more as as well professional define core/ all restrictions arrangement and foreign the government corpora In addition. Nigerian accounts in private banks and hold domiciliary use of their money. and and sale of narcotics the production upon psychotropic friendly prohibits any foreign substances. competition. recent other porate Nigerian loans and remit They dividends. The foreign & Miscellaneous legislation dealers exchange 2000). a few key the oil and gas industry significantly. pressures global like other developing more to become countries. have . requires integration terms is adopting of economic programs practical As a result of and deregulation. still operates and experienced groups with the capac ities for adding value to an enterprise and making it operate profitably in the face of international must financial have technical not knowl only to muscle . exchange. of capital banks. have unfettered Foreign capital into the companies may also bring foreign country certificate unhindered. investor injection will be able of capital The management. Commission abolished with investment of Decree. Restrictions providers is in the been placed upon foreign participation as as well manufacture of arms and ammunition. provides a representative struc sample of the ownership ture of corporations by the already approved Privatisation Commission. . coal The its priority operating investors strategic telecommunications. Foreign exchange control control in Nigeria new The in has also production retain 40% the stock petrochemicals. and tourism. are contained new foreign the Foreign Provision) allows for {bureau de ernment of Public public through the gov (Bureau In some sectors. . . by core/strategic to to sell 40% of its equity intends in the following and areas: petroleum bitumen electricity. . of government corporations and Commercialization Privatization Nigerian Decree. as well affect cor as Deregulation offoreign ownership on foreign ownership of In 1995. . in accord with the old joint venture legislation on foreign Most exceptions. the restrictions the repeal of both the removed with shares were were enactments FX Act and the NEPD. provided importation also may they freely obtain from their service a in What economy. sectors are still limited to government munication between have also in the new Act. . and telecom the electricity tions. 19886 sets out The to the program. Enterprises. These by foreign replaced in the form tion Promotion effectively ownership. privatization is zation program of the principles focus of the privati core afford foreign in government policy changes some other that may changes governance practices. In addition. . .

These security clearing in the costs of listing system in 1997. (U. General 260). Alile (1995. Other 46% Scancem of Norway State Govts Nigerian Core Public 40% 29% 23% 60% 0% National Oil & Chemical Co. August 5. petroleum marketing shipping. (U.htm). Govt. up picked democratic controversies Between 1988 a bit rule the installation of following in 1997. economic and political are still inhibiting rapid movement. and telecommunication commissions. May 25 and September 6.pressrelease. yet to be the privatization exercise While privatized. participation whether minority greater minority owners One shareholders continue to owned government of the composition (or the protect help At this stage.) * Public Federal Government * Exact information not available. These deregulation and liberalisation of the Government. improvements the services an automated have of the central for banks in since 1988 corporations change not it will of Nigerian ownership corporation.) Odua 39.bpeng. 1998). was set up in 1960 the Nigerian Stock Exchange in the country. Enterprises (http://www. May 18. about have been privatised. 1999. on which to make such an evaluation.K. 257 According then Director of the Exchange. to account several reasons help for the rise in include the ongoing listings.48% 26. food processing sectors.org. of whether privatiza tion will benefit majority owners). This alter the pattern of concentrated ownership. there is little data holders. hope possible investors will institutional by of minority share interests exploit is that a also been made exchange. Blue Circle Ind. raises the question. a See the press statements Nasir Director Ahmed Bureau of Public El-Rufai. the total market US$4 an billion. for the It has trading also of securities its improved . and currently operates six branches As were firms of December was 255 2000. and 57 government in These were brewery.85% 16. capital There of 100 corporations the agricultural. and Stock Exchange. 30% West Africa Cement Portland Nigeria Pic. reduction and the introduction of the Second Tier over the Counter of small Exchange companies. 40% Public 70% Nigerian Ocean and Oil Services Blue Circle Ltd. however. with Progress with privatization all the major such as the electricity corporations. the policies of government (22 of privatization corporations listed onthe exchange) which have been and the introduction and other Several terms include of of prudential guidelines financial institutions.282 Boniface Ahunwan TABLE VI List of companies Name of company Holdings before approved privatization for privatisation* Privatisation capital approved structure Cement of Company Northern Nigeria Federal Government State Govts 29% Public 25% Nigerian 40% Shell petroleum 40% 20% Nigerian public Federal Government Nigerian public 60% Fed. Pic Marketing Investor Nigerian Public Unipetrol Nigeria Pic. (Nigerian to Hayford I. then. but it is known the government has sold part of its shares to Blue Circle. pp. has been slow.K. increase ization approximately listed companies. by Mallam on privatisation from January 22.8 While privatisation may of banking. 2000. insurance. General.58% Nigerian Ind. hotel and Capital market reforms as the Lagos Stock known Originally Exchange.

Finally. websites noticeable. above. Ogoni very only have for the Survival to the trading system. the Nigerian countries. across with the country on-line companies attention. research and organizations range of information tant in this regard. (http : Shareholder In addition forces other potential Nigeria activism the and stakeholder activism to the policy reforms discussed above. essential. but to the activities to the firm internationally org/shell-nigeria-action). the Abuja lished as a floor-less. as there was in the departure over strict control owners majority on the one hand and minority ment on the other. not be overstated. poor the haunts 1997. to provide with facilities trading trading dealers access systems. which they otherwise to the high costs involved (due of other media.9 The potential of the internet. A variety hosted of websites by and individual national wide academics. economic it does has population the facilitates little to generate carried is not out countries) the discussion of the abuse owners to corporate issues related and political gover more nance in Nigeria and Africa generally. the press by the government (and large corpora rule. 1995). shareholders of majority First. Some of these websites free information provide about Nigeria access corporate (and to information other structures African is a radical and activities in Such countries). Much by management either detected. the Nigerian capital in market still falls short of the developments other countries. new information. (MOSOP). critical. recently 17.. holders. means and of monitoring for many people influencing corporate activities in Nigeria. a activists provide that may be impor should only a advertisements). e. has Nigeria . in April from This a second Stock above. in overcoming resources between of the the internet inter institutes. country (Alile. Nigerian in a variety of other located an important forum provide of different social. it remains above. organize opposition //lists. it an avenue to pub shareholders affords minority licize would with corporate not have the use abuses. pp. share internet may also help minority The to protect their interests and check abuses holders in several ways. organisations a more assist in the spread of corpo responsible rate culture. only activities. while spread of information. newspaper it can potentially facil Second. 1998. also Third. not when compared has been for example. and majority by outsiders easily or minority share the internet does not go very far in power and the imbalance and manage owners and case of Nigeria. has also Stock Exchange of the internet has been the potential Perhaps are who stakeholder best realized groups by to particular and their corporations opposed activities. small As and noted illiquid relatively to developed but also to other countries. as the internet in and improvements have the of communication methods such to affect corporate shareholder it more internet in governance and stakeholder Although is very low in shareholders' of minority it may activities. in particular The Movement in discussion corporate to ques opposition case of Nigeria. screen-based which started exchange. itate the development by increasing and making compared it still very as websites effective. In spite of these reforms..g. subscription to the Nigeria impact (as well African for to developed the countries. Conclusion reforms governance a been undertaking are In an age of globalization. to In addition the Abuja Exchange. Additionally. generally only Akamiokor. First. people in using the internet not active and effective to publicize of Shell. however. 25-26). Second. oil been the target of of the in June Incorporated was estab Stock Exchange driven exchange technology electronic. stakeholders VII. to provide is equipped 2001. been established.Corporate market oversight and information the Governance in Nigeria 283 (SBA Research Ltd. developing of Stock Exchange still suffers from problems which and non-functioning infrastructure. the past 10 years of military tions) during an important the internet has become Therefore. tionable to The internet enables such about groups not engage but to organize In the practices. as noted small percentage very access.

in this paper how Nigeria in all of these areas. 4 on the The effect of the prospect of promotion chief discharge abuses. introduced have Privatization have suggestions of this the preparation throughout as usual. the unless legal other are system) fundamental laws in such passing formal to actually ensure that share are Such reforms need protected. but although the fear of and a context rights causes of the problem to address the deeper (e. In addition. cuts in industries. so much corporate structures competing the global increasingly of economic tax cuts. does little by a were fronting nies on the ground that the Nigerians in detail by for foreigners. As than a decade has been Boniface now.g. Ukhuegbe. Ananya Mukhereej-Reed School. Similarly. poverty religious rule and human of military rights noted above.. 3 On a scale of 18 features. they other reforms that more Acknowledgements to Prof. executive does serve is doubted as a check. and western petitive pressures from other African a change seem to be inducing in the countries man of the indigenous culture" "entitlement managers has government agement in large corporations. context compete forced being liberalization developing to introduce in the global economy. Some of the reported cases on the issue include Lasisivs. See also. guided remain mine. etc. and practices in a global economy. 1495-1497). the Kraakman survey economic ethnic history As we holder as having 7. Science Dept.g. poverty. See NEPD.C.C. 595-602). (e. reforms not and of been reforms without in the in the some has The comments. while However.284 of reforms for more program nature The of the reforms determined economy. argues that a board dominated by outside directors is more likely to remove a CEO for poor performance. all errors and omissions paper. culture. Law Hall Obiora of Osgoode both Okafor. have had to introduce directly affect and deregulation (e.). of sets the order which like Nigeria have to to broader and. increased activities capital market stock market. argues that Eisenberg executives often have a hand in setting their pay . the reform process does not the best form involve of choosing as it does to adapting existing the exigencies of in To compete economy. For a review of empirical studies uniformly on this issue see Eisenberg (1989. privatizing state-run government spending. in the global by developments a result.). of the Prof. their e. Yosef Yacob. 73 (S.g. at York University. 5 This again is controversial. Prof. Political Solomon Virtus Dr. success.g. Weibach of the (1988) on the dynamics The study effect of the check on chief executives. However.. largely Ahunwan of Nigerian society problems the lack of vibrant democratic ethnic and the tribal success state are addressed political (e. the legal system (so reforming can be that shareholders' rights effectively and liberalizing enforced) (to capital markets allocation of capital and allow for amore efficient attract We reforms investment have shown funds). etc. economic states governance. 4. reform efforts in other areas ture. reforms are linked of the Nigerian the international in which tensions. These cases are discussed Nnona (1995. of corporate governance reforms governance one might argue. Darryl thank Prof.. an ineffective struc the ownership legal system. and Shedrack Agbakwa Igbokwe Iwish whose Reed me to also particularly comments and Bola for Ige. strengthening law (to provide company greater legal guaran tees to investors).) L. Registrar of Companies [1976] 7 S. 5 and 6.C. pp. countries are programs Ultimately. a weak capital markets. This is an error as other rates Nigeria features are in the law as indicated above.. 213 (H. Mary I am grateful Condon and Prof. to be successful unlikely low one. which 1 monitor more than much effectively com in the past. pp. there has been some progress..R.g. Notes ss.) where the Registrar refused to 2 approve their application for registration of compa Privatization state enterprises and the liberal laws are facilitating ization of foreign investment is likely to the inflow of foreign capital.).N. that the reform process the governance problems in a socio rooted seeks to address are deeply and political and context characterized and tensions. governance. and Kehinde vs. etc. In addition. Registrar of Companies [1979] Nig.

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