EXAMINING SOME GAINS AND PITFALLS OF NIGERIA’S COMPANIES AND ALLIED MATTERS ACT1 : URGENT NEED FOR REVIEW

Abstract

Codification of law provides an important opportunity for a clear statement of legislative and judicial principles while also permitting an opportunity for reform. The review and drafting processes leading up to Companies and Allied Matters Act, Cap C20 Laws of the Federation of Nigeria 2004 (CAMA) embraced all of these aspects and delivered a formidable combination of carefully arranged and well-drafted primary legislation. The legislation reframed and updated familiar statutory principles, while adding important reforms and codification of some common laws, most notably, in the area of directors' duties, ratification of pre-incorporation contract, derivative action etc. This work examined repealed Companies Act 1968 and the novelties introduced by CAMA. The study also compared some corporate practices in United Kingdom and India with those in Nigeria within the relevant laws. It equally appraises the recent reform Bill as passed by the Nigerian Senate. This paper utilized doctrinal methodology in analysing both the repealed and extant laws as they relate to company law. Comparative approach was also adopted in seeing how the company law in stated jurisdictions can contribute in the reform of CAMA. It is the authors’ submission that despite the huge positive impact made by CAMA, there is still work to be done in the areas of small companies, ease of doing business in Nigeria, structure of Corporate Affairs Commission, protection of minority shareholders, directors and management of companies, and special provisions for rescuing distressed company.