THE CORPORATE VEIL DOCTRINE: TRENDS AND SHIFTS IN NIGERIAN JURISPRUDENCE

Abstract

The corporate veil doctrine still represents a cornerstone of the company law, protects shareholders and directors from personal liability for the conduct of their corporation. However, the increasing fear of a misuse of this shield, especially within the Nigerian corporate environment has brought it under judicial and legislative scrutiny. This paper examines the development of this doctrine in Nigerian jurisprudence; it notes significant case law where courts have pierced or declined to pierce the corporate veil. Utilizing doctrinal and comparative methodologies, it unearthed the statutory regime established under the Companies Allied Matters Act (CAMA) 2020 (as amended by Business Facilitation Act, 2023), as well judicial pronouncements. The main argument is that although Nigerian courts have historically demonstrated a conservative outlook, contemporary litigation reflects a movement to purposive and justice-focused application of the doctrine. It suggests a more transparent statute, which would be guided by uniform judicial standard in determining when the veil should be pierced especially on fraud and agency along public policy. The paper concludes with specific recommendations, such as codifying exceptions to the doctrine and improving judicial education when it comes to corporate accountability. This paper adds to legal discourses unraveling the conflict between limited liability and corporate misuse in such developing economies as Nigeria.