Promoting a more efficient corporate governance in Nigeria through the law

Abstract

Corporate governance reforms have been viewed as one of the formal means of improving the economic and social welfare of emerging economies. There have been efforts by the Nigerian government, through its agencies, to promulgate codes of best practices for companies in the country. These reforms appear to be ineffective and the codes do not compliment and are not complimented by corporate law. The aim of this paper is to identify the problems that hinder effective corporate governance reforms in Nigeria within corporate law. Using the doctrinal approach, the paper analyses features of the Nigerian corporate governance framework and identifies the problems bedeviling this regime. It argues that the problems stem from (amongst others), state ownership and control, board independence, poor minority shareholder protection, ineffective judicial system and Incomplete disclosure. The paper, by linking the apparent weakness of the extant framework to the attempt to reform outside corporate law, suggests a hybrid of legislation including hard laws, soft laws and other policy proposals to promote an effective corporate governance regime in Nigeria.