A RE-EXAMINATION OF THE LEGAL FRAMEWORK FOR THE PROTECTION OF SHAREHOLDERS’ RIGHTS IN NIGERIA

Abstract

Shareholders remain the lifeblood of corporations, yet the Nigerian regulatory environment continues to tilt in favour of directors, undermining shareholder protection and accountability. This paper re-examines the legal regime of shareholders’ rights in Nigeria to determine whether existing corporate governance frameworks adequately safeguard shareholder interests. Using a doctrinal methodology, the study interrogates the provisions of the Companies and Allied Matters Act 2020, the Investment and Securities Act 2025, the Nigerian Code of Corporate Governance 2018, and related regulatory provisions, alongside case law. The paper recommends stronger institutional mechanisms, enhanced whistleblower protections, a specialised corporate affairs tribunal for speedy dispute resolution, and a shift from the current “apply and explain” approach to a “comply or explain with sanctions” regime. By proposing a more robust and enforceable framework, the study contributes to ongoing debates on corporate governance reform and the equitable treatment of shareholders in Nigeria.