MAJORITY RULE AND MINORITY PROTECTION. Section 299 CAMA provides that only the company can sue to remedy a wrong done to it[1] and only the company can ratify an irregular conduct[2]. This provision is a codification of the rule in Foss V Harbottle. Meaning that the proper claimant/plaintiff is the company[3]. We know that the […]
CORPORATE ADMINISTRATION, MANAGEMENT AND LIABILITY ORGANS OF CORPORATE ADMINISTRATION. A company being an artificial person acts through natural persons whose mind and acts are attributable to the company. See Lord Denning’s dictum in Bolton (Engineering) Co Ltd V Graham and Sons Ltd. Also Lord Viscount Heldane L.C’s Dictum in St. Lennards Carrying Co V Asiatic […]
FINANCIAL STATEMENT, AUDIT, DIVIDENDS. FINANCIAL STATEMENTS Indicate the way a company is being run. It is advantageous as it enables directors, shareholders, and other concerned parties to take decisions and plan based on information contained therein. To assess the performance and viability of a company. The CAMA, ISA, Financial Reports Council Act 2011 provide certain […]
MERGERS AND ACQUISITIONS. Companies may desire to restructure[1] or increase shareholder base and generally rearrange business for increased efficiency and profitability. MERGER is the fusion of two or more corporate entities into one… largely on equal terms. While; ACQUISITION is the purchase by one company of all or a substantial interest of another company. The […]
SHAREHOLDING AND MEMBERSHIP. A shareholder is one who holds shares in a company[1]. By owning shares, the shareholder becomes a member[2] of the company[3] and certain rights[4] are conferred therewith[5] Shares are derived from the share capital which is divided into units of shares for subscription. Section 116 provides generally that each share carries one […]
ISSUE, SALE AND TRANSFER OF SHARES. ISSUE OF SHARES: Issuing is the process by which a co makes its shares available for subscription. Issue of shares is peculiar to what we refer to as the primary market for security .The Primary Market for Security refers to those instances where a co issues its […]
CAPITAL MARKET MANIPULATIONS AND INSIDER DEALINGS. Section 71. This provision relates to secondary market dealings in Company’s security. The Stock Exchange is a market where sellers of shares meet with buyers of shares. The price at which shares are traded on the market are determined basically by the forces of demand and supply. They should […]
WINDING UP AND LIQUIDATION. Definition of Winding up: Winding up signifies the process by which the existence of a company is brought to an end. Black’s Law Dictionary sees it as the process of settling accounts and liquidating assets in anticipation of a corporation’s dissolution. Liquidation is the process of determining the liabilities and […]
PARTNERSHIP Partnership in Nigeria is regulated By: Common law rules: Rules of equity. Statutory Enactments: like the UK partnership Act 1890[1], 1999 constitution (provided for in the Concurrent Legislative List), Partnership Laws of the various states), 1990 CAMA: (Section 19 which mandates registration when parties are more than 20 excluding lawyers and accountants), State Laws: […]
REGISTERED/INCORPORATED TRUSTEE` Section 590 (1) Where one or more trustees are appointed by any community of persons bound together by custom, religion, kinship or nationality or by any body or association of persons established for any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose, he or they may, if so authorised by […]
