29 Dec

COMPANY LAW 1.8 ALTERATION OF CONTENTS OF THE MEMORANDUM OF ASSOCIATION

ALTERATION OF THE MEMO. See Section 44. Initially, alteration was prohibited as the memo was seen as the constitutional and fundamental document. Today, the memo can generally[1] be altered except the company provides a restriction clause in the memo that prohibits alteration of the Memo. We shall focus on alteration of name and object clause […]

29 Dec

COMPANY LAW 1.7 CAPACITY AND POWERS OF A COMPANY

CAPACITY AND POWERS OF A COMPANY. On this, we shall be focusing on the Memorandum and Articles of Association. See Part II CAMA. The memorandum is superior to the Article and the provisions in the Article cannot override the provisions of the memorandum-Guinness V Land Corporations of Ireland. THE MEMORANDUM This is the basic document […]

29 Dec

COMPANY LAW 1.6 LIFTING THE VEIL OF INCORPORATION

LIFTING THE VEIL OF INCORPORATION. Lord Denning in Littlewoods Mail Order Stores Ltd V IRC noted that “the doctrine in Salomon V Salomon has to be watched very carefully”… “courts can often draw aside the veil… to see what really lies behind”. Lifting the veil occurs where the courts or law disregard the corporate personality […]

29 Dec

COMPANY LAW 1.5 CONSEQUENCES OF INCORPORATION

CONSEQUENCES OF INCORPORATION. It confers corporate personality-Section 37 CAMA “shall be a body corporate… power to hold land, having perpetual succession and common seal…” The company can sue and be sued– Njoku V UAC Foods: Baroda V Iyalabani Ltd: Vulcan V Gessellschaft: Igwe V Kalu and a host of other cases[1] This “corporate personality” gives […]

29 Dec

COMPANY LAW 1.4 INCORPORATION AND PRE-INCORPORATION CONTRACTS

INCORPORATION OF COMPANIES. How can a company be formed? By Grant of Royal Charter: This operated under the monarchical systems. Given to ecclesiastical bodies and others. E.g. Bank of England and Whales. By Registration: either as a private or public company. After dividing into Public or Private Company, there is a further sub division of […]

29 Dec

COMPANY LAW 1.3 THEORIES OF CORPORATE LAW

THEORIES OF CORPORATE LAW[1]. The concession /Grant Theory: that the company derives its personality and power from the concession granted to it by the State. Fiction Theory: Adherents include; Pope Innocent IV, Von Savigny, Blackstone, Edward Coke, Salmond amongst others. That the company is a fictional personality distinct from its members-Salomon V Salomon. It is […]

29 Dec

COMPANY LAW 1.2 REGULATORY BODIES

ADMINISTRATIVE AND REGULATORY BODIES. This topic briefly focuses on the CAC and SEC[1] THE CORPORATE AFFAIRS COMMISSION (CAC) Section 1 of the CAMA establishes it as a body corporate with perpetual succession and common seal can sue and be sued, hold and dispose properties and perform its functions independently. HQ at the FCT with branches […]

29 Dec

COMPANY LAW 1.1 HISTORY AND SOURCE

HISTORY OF COMPANY LAW. :: History being a record of past events shapes the future-Prof Abugu. :: When did the “company-like” form rear its head and how did it evolve over the years? Some scholars say the history of Company Law is traceable to the practice of Italian Merchants[1] others say it is traceable to […]

29 Dec

BANKING 1.8 NEGOTIABLE INSTRUMENTS

NEGOTIABLE INSTRUMENTS. Are simply documents capable of discharging debts. Historically trade was by barter it was later replaced with money. As foreign territories interacted, trade and commerce began to boom. Negotiable instruments were issued for commercial expediency and convenience. Inter-state transportation of gold and silver coins was unattractive therefore, negotiable instruments were utilised especially where […]

29 Dec

BANKING 1.7 FAILED BANKS ETC.

FAILED BANKS AND BANK EXAMINATION. There are various provisions in the BOFIA, CBN Act, NDIC act and other enactments which seek to regulate the banking sector and forestall bank failure by making provisions for minimum capital requirement, registration, licencing, reserve ratio and so on. When can we say a bank has failed? The Failed Banks […]

29 Dec

BANKING 1.6 THE BANKS AND OTHER FINANCIAL INSTITUTIONS ACT (BRIEFLY EXAMINED)

THE BANKS AND OTHER FINANCIAL INSTITUTIONS ACT (BOFIA). :: An unregulated banking sector is prone to failure. This was the feature of the early 1950s. In addition to the supervisory role played by the CBN, the BOFIA contains certain strict provisions which regulate banking practice in Nigeria. For the sake of clarity, the various Sections […]