CONSTITUTIONAL PROTECTION OF SHAREHOLDERS AND MINIORITY INTERESTS UNDER NIGERIAN COMPANY LAW

Abstract

The protection of shareholders, particularly minority interests, is a cornerstone of effective corporate governance and investor confidence in Nigeria. This article examines the constitutional and statutory framework that safeguard shareholder rights, analysing how the Nigerian Constitution, Companies and Allied Matters Act (CAMA) 2020, and the Nigerian Code of Corporate Governance 2018 provide legal and institutional mechanisms for protecting minority shareholders. Employing the doctrinal legal methodology, the study explores constitutional provisions on property, equality, fair hearing, and economic governance as the normative foundation for shareholder protection. It also evaluates statutory remedies, including derivative actions, oppression petitions, and fiduciary duties of directors, alongside the roles of such regulatory institutions as SEC, CAC, and FRC. The article finds comparative perspectives from the United Kingdom and South Africa that highlight best practices in minority shareholder protection and offer lessons for strengthening Nigeria’s corporate governance framework. It also finds that while Nigeria has developed a comprehensive legal structure for protecting shareholders, challenges such as weak enforcement, limited regulatory capacity, and inconsistent corporate compliance persist. Accordingly, recommendations reached include enhancing regulatory oversight, fostering a culture of ethical corporate governance, adopting “comply or explain” reporting framework, and improving access to legal remedies. The article concludes that measures are essential for promoting transparency, accountability, and sustainable economic growth.