APPRAISING THE IMPACT OF DIGITAL CORPORATE GOVERNANCE ONTHE INDOOR MANAGEMENT RULE UNDER NIGERIAN COMPANY LAW

Abstract

The Indoor Management Rule is a fundamental principle in company law, which protects third
parties dealing with companies from internal irregularities. However, the advent of the digital
corporate governance has transformed the way companies operate and make decisions. Employing
doctrinal research methodology, this paper appraised the impact of digital corporate governance
on the indoor management rule within the framework of Nigerian Company Law. The paper
examined whether digital governance mechanisms, such as electronic filings, virtual meetings, and
automated compliance systems enhance transparency and reduce the reliance on the rule, or
whether they introduce complexities that undermine its protective function. The findings of this
paper revealed that digital corporate governance enhances transparency and accessibility,
potentially reducing reliance on the rule but also raises concerns about authenticity and
cybersecurity. The paper recommended among other things regulatory reforms to provide clearer
guidance on the application of the Indoor Management Rule in the context of Digital Corporate
Governance.