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Showing posts from December, 2016

INTRODUCTION TO LAW OF SUCCESSION

Succession involves the transmission of ‘rights and obligations’ of a deceased person as regards his estate to his heirs and successors. By ‘rights and obligations’, we mean benefits and liabilities attached to the deceased’s estate (Lawal Osula v Lawal Osula).
It may be said that succession is determined by the marriage contracted by the deceased before his death. Where the deceased contracted only a customary marriage during his lifetime, his estate will be governed by his personal law (Obusez v Obusez; Re Alayo; Tapa v Kuka). However, it has been noted in Oluwu v Olowu that a person may change his personal law either by choice or by process of assimilation.

PARTNERSHIP

Generally, a partnership is an association built on trust and confidence. When two or more people come together for an agreement, there exists certain rights and obligations which the law would step in to protect via the concept of sanctity of contract. Apparently, there is no way the law would force individuals to form partnerships. It is when the individuals have formed this association that the law would now step in to protect the rights in such agreement. When we look at the concept of partnership, we are concerned with the laws that protect the agreement in a partnership relationship. Partnership is a mixture of, rules of common law, equity and the provisions in existing statutes. There is a fundamental difference between a company and a partnership. While a company has corporate personality, a partnership doesn’t. The implication of this is that though a firm is distinct from its partners, both are treated as one. Thus, an action against the firm is as good as an action against t…

THE PAINS OF ATHEISM (JOSHUA OMENGA)

I have often heard – and will be surprised that any kindred soul in disbelief has not been deluged by – the Biblical quotation: ‘The fool hath said in his heart, There is no God.’ It has always seemed to me till this moment that the creator of this Judeo-Christian God is not only creative but daring, having not only proclaimed with such finality against unbelievers but has also attempted to topple other gods.

RELEVANT FACTS AND ILLEGALLY OBTAINED EVIDENCE

If a party to a court proceeding seeks to rely on evidences which are relevant but were illegally obtained from the other party, should the court admit such evidence? Here, the courts must strike a balance between two competing interests. The first being the need to ensure due process of the law and on the other hand is the need to prevent offenders from escaping justice despite the fact that due process wasn’t followed.

WINDING UP OF COMPANIES

We have talked about the history of company, setting up a company, the various ways a company is managed either at the board level or at the shareholder level, the market of corporate control (how shares are issued and managed), situations of dispute amongst shareholders and the various options the shareholders have in instituting actions (personal action, representative action, derivative action, petition for unfairly prejudicial conduct).

MERGERS & ACQUISITIONS

This topic is essentially statue-based. You would learn the procedure in law school. We are concerned with the basic principles of mergers and acquisitions in this class. What do you mean by mergers and acquisitions? How can you effect a merger and acquisition and what are the benefits or reasons that undermine business people to engage in it? On the flip side as well, what are the disadvantages?

FINANCIAL STATEMENTS, AUDITS AND DIVIDENDS

What is meant by financial statements? Why is the issue so important in the context of company law? The preparation and publication of financial statements inevitably ties back to the concept of corporate governance. In terms of the preparation and publication of financial statements, the basic statute that applies to all companies is the Corporate and Allied Matters Act (CAMA). The Act prescribes the minimum requirement in respect of financial statements.

CAPITAL MARKET MANIPULATIONS AND INSIDER DEALINGS

For a proper understanding of what this topic is about, you need to understand the secondary market in companies’ securities. We have pointed out earlier that there is a primary market and a secondary market. The primary market is the issuers’ market, that is, when companies’ issue shares and sell directly to members of the public. We have discussed the famous marriage proposal in the first semester work.

ISSUE, SALE AND TRANSFER OF SHARES

Issuing is the process by which a company makes available its shares for subscription. So issue of shares is peculiar to the primary market for securities. The secondary market for securities involves those instances where shares that have already been issued are sold by their holders.

SHAREHOLDING AND MEMBERSHIP

There are a few things you already know about companies. First you know that the most common types of companies come into being by a system of registration. Under the CAMA, this registration is done with the CAC. You also know that under S. 18, the minimum of two persons are required for the purpose of the incorporation of a company.

CORPORATE MANAGEMENT (4)

.  .  .  .  . .  MEETINGS GENERAL MEETING
We already know that under S. 63(1), the organs of a company are identified by the Act and their respective powers are such as contained in the articles. The GM therefore constitutes a key organ in corporate management which makes decisions affecting the company and the legal rights of the members.

CORPORATE MANAGEMENT (3)

DUTIES OF DIRECTORS
Directors play a key role in corporate administration. They are the managers of the company’s business. As a result, they are entrusted with a whole lot of key information of the company including the assets and business operations. The duty of directors arises from the nature of this bearing in mind the fact that the company is an artificial entity. Here, we will be looking at the nature of the duties of the directors and to whom are these duties owed? Before now, these issues were regulated by Common Law but the law has helped us to an extent now. Today, most of these duties are contained in the Act.

CORPORATE MANAGEMENT (2)

The Directors
When we are talking about the directors, we have established that as a group they are a board. S. 246(1) CAMA mandates that every company must have at least two directors. It is not permitted for a company to operate without at least two directors. Thus, directors are a core institution in corporate governance. Thus, the shareholders can’t do without the board.

CORPORATE MANAGEMENT (1)

Essentially, we will be discussing how companies are managed. To have a grasp of this topic, you must understand the organs of companies. This stems from the fact of nature of companies. You must have your CAMA in hand. Study the provisions and understand them. 

MAJORITY RULE & MINORITY PROTECTION

What is meant by majority rule in company law? The whole point of the separate legal personality of the company and the fact of being the member of the company is that in terms of implementing decisions of the company, the majority will always prevail. It stands to reason that whoever owns the majority shares will always carry the day in terms of decision making. But there are also minority people in the company who might be unhappy with the way the decisions are carried out by the majority. In such a situation, the minority shareholders are at liberty to sell their shares, leave the company and move on to another company.