MINORITY MEMBERS IN PUBLIC COMPANIES IN NIGERIA: WHAT MANNER OF MEMBERSHIP

Abstract

Shareholders of a Nigerian public company are classified as members of the
company. Members in this sense mean that they are part owners of a Nigerian public
company. Because ownership carries some rights and responsibilities, this paper
discusses the rights and powers of minority members of a Nigerian public company
under the Companies and Allied Matters Act (CAMA). The paper argues that the
rights of minority members under CAMA are tenuous and did not give the minority
members any semblance of ownership. The paper concludes that minority
membership in a Nigerian corporation will only be meaningful where CAMA provides
for minority protection with special clauses such as all shareholder resolution for
some major company decisions. This will provide minority oversight over major
corporate decisions and thus, prevent the type of corporate executive fraud that led to
the sacking of the management of five Nigerian banks in 2009.