MINORITY SHAREHOLDERS’ PTOTECTION UNDER CAMA 2020: COMPLETE OR COSMETIC?

Abstract

Majority rule and minority protection is an essential principle in corporate governance. It aims at balancing the interests of the majority shareholders who exercise significant influence in company decisions and operations. As a result of their high shareholding, they control significantly, major decisions of the company including electing directors, approving financial statements, mergers and acquisitions etc., and by their sheer powers, strategically steers the company to serve their interests. The CAMA 2020 provided mechanism for the protection of minority shareholder in the face of the overwhelming influence of the majority Shareholders which includes the right to bring derivative actions, enforce personal rights and petition the court for relief against oppressive or unfair prejudice. This Paper evaluated the protection afforded minority shareholders by CAMA 2020 and finds that the legal regime for the protection of minority shareholders under CAMA 2020 is complete. The minority shareholder only needs to be aware of their rights as delineated in CAMA 2020. This Paper recommended among others the improvement of regulatory oversight by the Corporate Affairs Commission (CAC) through insistence on massive advertisement of the rights of minority shareholders. The Commission should advice that companies should device ways of making the minority shareholders to be constantly aware or abreast of their rights as part of corporate governance strategy. A doctrinal approach is adopted, which includes the use of primary and secondary data with reference to case laws.