Dec 10, 20 in eastern nigeria for example, there is a legislation creating a merger between customary law of marriage and statutory law, eastern state, 1956. Pdf law and practice of mergers and acquisition in nigeria. Nigeria has a pluralized legal system which is due to the nature and sources of its law. The said merger notification as well as the draft scheme under rule 426. Mar 23, 2016 nigerian law does not provide a framework for hostile acquisitions.
The law on company mergers and acquisition is stipulated in the nigeria companies and allied matters act cama of 1990. The primary law governing companies and businesses in nigeria is the company and allied matters act cama. Following the amalgamation of the northern and southern protectorates in 1914 by the british colonial administration, the entity nigeria came into being. The only surprising thing to any competent individual is the blatant disrespect shown to this constitutional provision by nigerian rulers who had openly sworn to uphold it. The workshop on challenges to the rule of law in africa took place on 12 april 2016 in pretoria, south africa. Group said to have a number of factions with differing aims, including imposing sharia law in all nigerias 36 states. It is unfortunate that a simple policy initiative, merger of ministries and agencies of government for ease of bureaucratic business by the oneyear. The constitution of nigeria is the supreme law of the country. Sec rule 230 further specifies that in a small merger, the merging entities are not required to notify the sec of that merger but shall only inform.
Rule of law in nigeria mohammed mustapha akanbi, ph. The regulatory body that is in charge of implementing the provisions of the cama is the corporate affairs commission cac. Legal framework for mergers and acquisitions presented by prof. At the great ife alumni association 21st biennial convention lecture held at great oduduwa hall, oau ife, 23rd may, 2014 preamble the rule of law is not a mere adornment to development. Pdf the rule of law was conceived as something that should map out the way and. The only surprising thing to any competent individual is the. Rules on return of unclaimed dividends to paying companies. That said, the prospects of mergers and acquisitions in nigeria have improved. On a positive note, a number of amendment bills pending before the national assembly already seek to address some of the issues highlighted in this presentation. The court system where justice is dispensed and the advocates of equity and justice, and equality before the law have not in all cases portrayed themselves to stand by this purported declaration.
To aristotle, the rule of law is preferable to that of any individual, while bracton, writing in the th century. Nigerian law does not provide a framework for hostile acquisitions. Merger of ministries, departments and agencies mdas the. Africa, afghanistan, niger, nigeria commenting has been disabled. The angolan competition act introduces a mandatory merger control regime if. Introduction to nigerian business law by abiola sanni, llb, bl, um, ach. The court may by the order sanctioning the merger or subsequent order make provision for any or all. Like many laws in nigeria, the law on company mergers and acquisition has been largely unaffected by the judiciary. Olujimi bucknor1 mergers and acquisitions a merger is defined by the investment and securities act of 2007 as any amalgamation of the undertakings or any part of the undertakings or interest of two or more companies or the undertakings or part. The law is supreme to both the government and the governed. In exercise of the powers conferred by section 635 1 of the companies and allied matters act and of all other powers enabling me in that behalf, i, muhammad babatunde belgore, chief judge of the federal high court. It is one of the largest law firms in west africa with offices in lagos, port harcourt and abuja in nigeria and accra, ghana.
It was labeled then as the companies amendment and extension act of 1917. Rule of law international journal of law and legal. If the merger is approved by the sec, the parties can apply to the court nigerias federal high court for the merger to be sanctioned after which, the merger will become binding on the companies in question. Senior lecturer, department of business law, faculty of law, university of ilorin, nigeria. It deals with the various types of company structures, eligibility, process for registration, and rules for operation. The law of nigeria consists of courts, offences, and various types of laws. Jun 02, 2008 the rule of law, a basic and dynamic legal concept, which formed the kernel of british democracy, was adopted in nigeria.
There are four distinct legal systems in nigeria, which include english law, common law, customary law, and sharia islamic law. Olujimi bucknor1 mergers and acquisitions a merger is defined by the investment and securities act of 2007 as any amalgamation of the undertakings or any part of the undertakings or interest of two or more. The chapter examines the existing legislative framework for waqf regulation in nigeria. Nigeria did not have a dedicated competition law regime until then.
Iclg merger control laws and regulations nigeria covers common issues in merger control laws and regulations including relevant authorities and legislation, notification and its impact on the transaction timetable, remedies, appeals and enforcement and substantive assessment in 55 jurisdictions. Nigerias new commission and the recent release of foreign merger control guidelines. The administration of competition policy and law in nigeria. A strong and established regime of the rule of law will do more to advance nigerias ailing economy, win foreign investor confidence, strengthen political culture in nigeria and attract much needed investment into the critical sectors of the economy. When the british government formally granted political independence to nigeria on october 1, 1960, the politicians, who took over the reins of government was welleducated, experienced, sophisticated and above all, very patriotic. Nigeria witnessed an unprecedented wave of mergers and acquisitions in its banking sector in the post1995 and 2009 periods as a result of regulatory mandates issued by the central bank of nigeria, aimed at strengthening the capital base of nigerian banks.
It can, therefore, be concluded that leaders in nigeria have turned the rule of law to mere myth in the nigerian constitution. Promoting the rule of law through evaluation and performance. A strong and established regime of the rule of law will do more to advance nigeria s ailing economy, win foreign investor confidence, strengthen political culture in nigeria and attract much needed investment into the critical sectors of the economy. The result is that after over a decade of having the first bill on competition law in nigeria, we are yet to have a competition law in our statute books. The same law got refined 5 years later in 1917 and it was then be able to cover all parts of nigeria.
Nigerian context and to be able to distinguish aspects of the democratization. In january 2019 the federal competition and consumer protection act the act was signed into law in nigeria. The rule of law requires that people should be governed by accepted rules, rather than by the. Such is the level of arbitrariness that nigeria has fallen into. Nigeria does not yet have a competitionspecific law or regulator. Aelex a fullservice commercial and litigation law firm. D honoris causa, con justice of the supreme court and professor of law lecture delivered at the 9 th justice idigbe memorial lecture, at the akin deko auditorium, university of benin, benin city, nigeria on 6 th august, 2008. Merger control laws and regulations covering issues in nigeria of. The rule of law was conceived as something that should map out the way and means of peaceful coexistence, progress and development of the society under a uniform rule guided system. There is no doubt that the rule of law is unambiguously enshrined in the nigerian constitution. No one should be unduly punished until he has gone through the due process of law, or normal trial in the ordinary court of law.
It is against the foregoing that the application of the concept in governing. However, in 1966, the rule of law was forcibly replaced by the rule of force. The very first company law came up in nigeria in 1912. Okonkwo at by central bank of nigeria and west african institute for financial and economic management waifem september 17 19, 2004. Questi ons are though raised as to the extent to which the constitutional promise of the rule of law matches with actual situation in india. Merger control 2020 laws and regulations nigeria iclg.
The intending companies are required, either alone or together, to apply to a federal high court, who in turn orders separate meetings of the intending companies, to approve the proposed merger or acquisition the scheme. In eastern nigeria for example, there is a legislation creating a merger between customary law of marriage and statutory law, eastern state, 1956. Frequently asked questions about the 20% rule and non. This same law got amended some 5 years later in 1917 and it was then able to cover all parts of nigeria.
New rules and sundry amendments as at august 21, 2019 download pdf. Inclusion of independent national electoral commission inec voters registration card as a valid means of identification of individual clients in the capital market. It could not be gainsaid that rule of law is a driving force for the sustenance of democracy and where respect for the rule of law is absent in any so called democratic set up, such a set up cannot be perceived as a. The westminster parliamentary system recognized the supremacy of law. Mergers and acquisitions lawyers, law firms in nigeria for. The rule of law sector in these countries, neglects collection, analysis, and utilisation of rule of law information as essential input to their planning, operations, and administrations. For the laws made to govern the actions of government and people to work very well, it must have absolute supremacy or predominance over everybody in the country.
Case under the investment and securities act 2007 by nnamdi dimgba introduction the enactment of the investments and securities act isa in june 2007 was an opportunity to improve the legal rules governing the operation of the nigerian capital market. Group said to have a number of factions with differing aims, including imposing sharia law in all nigeria s 36 states. Why nigeria needs a competition policy and law 1, by. Introduction the meaning or content of the concept of the rule of law vary from place to place, and from earlier times. Both the rulers and the ruled are equal before the law irrespective of the social status of anyone in the society.
Pdf a conceptual analysis of the rule of law in nigeria. The purpose of the workshop was to identify the challenges that confront african union au member states with respect to the rule of law and to propose strategic actions that could be used to overcome the identified. Acquisitions are typically achieved by means of a negotiated contractual sale or buyout, a scheme of arrangement soa, a merger or a takeover bid voluntary or mandatory. The rule of law, a basic and dynamic legal concept, which formed the kernel of british democracy, was adopted in nigeria. Regulation of mergers in nigeria corporatecommercial law. There are various stages, under nigerian law, that a merger or acquisition has to pass through. Both acts were then repealed and replaced in 1922 by the companies act of 1922. Obligations of parties during mergers and acquisitions of dealing. It is also seen as an integral part of good governance. In this writeup, you will learn one or two things about the rule of law in nigeria and what it is all about. Jan 31, 2014 lagos, nigeria in the weeks since jan. Mar 28, 2017 nigeria does not yet have a competitionspecific law or regulator. Important issues of company law and securities law in nigeria.
The rule of law and anticorruption crusade in nigeria niki tobi, ll. Rule of law, nigeria, military, democratic governance, constitution i. It could not be gainsaid that rule of law is a driving force for the sustenance of democracy and where respect for the rule of law is absent in any so called democratic set up, such a set up cannot be perceived as a democratic set up but mere civil rule. Journal of law, policy and globalization issn 22243240 paper issn 22243259 online vol 3, 2012. To evaluate the implications of insecurity and non application of rule of law in nigeria to assess the roles of government in ensuring security and hu,man dignity in nigeria. It concludes with the need for effective and robust law and regulation for waqf in nigeria. New rules and amendments as at june 2017 download pdf summary of changes. According to history, the very first nigeria company law was announced in 1912. Issn 22243240 paper issn 22243259 onlinevol 3, 2012 rule of law in nigeria mohammed mustapha akanbi, ph. To determine the major factors affecting security and the application of the rule of law in nigeria. Rule 433 of the sec rules defines an acquisition as.
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