Department of Private and Property Law

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Achieving Good Corporate Governance in Public Companies through Directors’ Liabilities: A Multi-Jurisdictional Discourse
(Carnelian Journal of LAW & POLITICS. Babcock University, Ilisan Remo, Ogun State, Nigeria, 2021) Adebayo, Bamidele Olasehinde
Globally, several legislations make provisions for directors’ duties and liabilities. These range from Asia, to America, to Europe and Africa. For example, the English Companies Act (CA) 2006 codifies the general duties of directors, replacing previous common law and equity principles concerning directors’ duties to the Company. The Nigerian Companies and Allied Matters Act (CAMA), 2020 also specify the roles of directors and make provisions that enhance good corporate governance; and the Kenyan Code of Corporate Governance made similar provisions regarding corporate governance. The quest to achieve good corporate governance in public companies is indispensable judging from corporate failures in other jurisdictions, such as the collapse of corporate giants like Enron and Worldcom, among others. Many stakeholders are interested in how public companies are governed, and this requires that officers, especially directors entrusted with the responsibility of managing them must be above board and would, therefore, be liable for their negligence, omission, commissions, or acts that are inimical towards achieving good corporate governance in those companies. This paper, through the use of comparative, doctrinal, and non doctrinal approaches, discusses the types of liabilities that directors of public companies can incur and the circumstances under which those liabilities are incurred. The article calls for stiffer sanctions to curb directors’ excesses in managing public companies in Nigeria. It recommends robust allowances and adequate prerequisites of office to motivate directors and to discourage fraudulent practices. It concludes that the Company’s overall interests must be paramount in all decisions and actions of directors so that the corporate goal can be achieved.
Analysis of Adherence to Hippocratic Oath in Practice vis-a-vis Strike Action by Medical Practitioners in Nigeria
(Maiduguri Law Journal, 2020) Adebayo, Bamidele Olasehinde
Strike by medical practitioners is a global challenge, potentially having a negative impact on human lives. Striking doctors have a moral and legal dilemma between adherence to the Hippocratic Oaths of their profession and their constitutional right to embark on strikes when necessary, like other employees. However, the right to life is an omnibus right that encompasses other basic rights, but the Nigerian judiciary has not made a pronouncement on this, such as making right to health care a component of the right to life. Mostly, the contradiction is that the exercise of one right (such as the right to strike) may have a direct negative impact on the attainment of another (such as the right to life). The right to life is supreme, paramount, sacrosanct, and indispensable. Therefore, any other right which is inconsistent with the right to life should be declared null and void to the extent of the inconsistency. The writer adopts the doctrinal (conceptual/library-based) research method in this paper by extensively consulting statutes, treaties, case law, journals, books, international agreements, the internet, and so on. The paper argues that as much as medical practitioners are legally entitled to embark on strike to press home their demands, this right should be abrogated concerning them because of the essential and peculiar nature of their job. To compensate doctors for this 'denial' of their right to strike, the paper suggests that the government must ensure that all necessary conditions that will make the health sector attractive to them arc in place, and thereafter, outrightly ban strike by medical doctors. In other words, because of the essential nature of their job, just like the Police and Army, medical doctors should be incapable of embarking on strike action. The paper concludes that the improved condition of service of medical practitioners will prevent strike action and discourage brain drain, by which the government would be seen to have performed their primary duty of protecting the constitutionally guaranteed right to life of the citizens.
The Child Right Act 2003 and the Challenges in the Nigerian Society, any Hopes for the Nigeria Child?
(Port Harcourt Journal of Business Law, 2021-04) Adebayo, Bamidele Olasehinde
The hue and cry of child abuse in Nigeria is an age-long phenomenon. The ugly trend has persisted for reasons not well addressed by successive governments. The Nigeria constitution 1999 and the Child Right Act 2003 recognised the right to dignity of the human person. The Child Right Act recognises the rights of a child to survival, care, love, education, dignity to the human person, etc. and these rights are enforceable against whoever tramples upon them. The primary objectives of this paper will, therefore, be to identify the rights of the child, identify whether these rights are often respected or abused by adult members of the society and make recommendations towards reducing the incidence of abuse to the barest minimum or stamp out the abuses completely. This paper approaches the concept of the rights of the child by reference to the law textbooks, Law reports, Internet sources, Newspaper publications, statute books and the Nigeria constitution. The findings in this paper are that Nigeria law enforcement agents are not committed to protecting and enforcing the rights of the Nigerian child. Many cases of abuse of the rights of the child are swept under the carpet and so it goes on in our society unnoticed, uninvestigated and unprosecuted. This paper brings to the bare a few cases and instances the Internet and the Nigeria newspapers have exposed child labour and other forms of abuses.
Covid-19 and the Rights and Obligations of Parties Under Contracts of Service: A Re-examination
(Nnamdi Azikwe University, Awka. Journal of Commercial and Property Law, 2021) Adebayo, Bamidele Olasehinde
The continuous spread of COVID-19 is negatively affecting businesses in all sectors across the world. Amid curfew, travel bans, restrictions, unprecedented business closures, partial or total lockdown and cancellation of events, businesses are embarking on survival strategies while the crisis lasts. As businesses develop strategies for addressing immediate short term needs and post-recovery processes, the need for contract review becomes imperative for contracting parties to fully understand their rights and obligations. Under the employer-employee contract, otherwise known as contract of service, the rights and obligations of parties need to be re-examined, especially in the wake of the second wave of the pandemic (B117) now ravaging most parts of the world. Employees, in the wake of this reality, now face the possibility of redundancy, salary cuts, or even layoffs as most businesses operate below capacity while some have shut down completely. The legal implications of these business decisions need to be re examined within the context of the rights and obligations of contracting parties. This paper focuses on these issues, with a conclusion that legal and mutually beneficial compromises should be reached by the parties while the pandemic lasts. Among others, it recommends that force majeure clauses should subsequently be incorporated into future contracts of service as is been done in some other jurisdictions.
COVID-19, Force Majeure and Breach of Contracts
(Port Harcourt Law Journal, 2020-09) Adebayo, Bamidele Olasehinde
The outbreak and spread of the COVID-19 pandemic have had a global impact on every facet of life. Contracting parties are now focusing on how to mitigate its impact on their contractual agreements. Many of such contracts could no longer be executed due to the lockdown of economic activities. Governments are developing measures to curb the further spread of the unprecedented global pandemic, which has made contracts total uneforceabele or difficult to comply. Though there are many ways of alleviating potential liabilities that may arise from a breach of contract; it is trite that any departure from agreed terms of a contract will lead to a claim in damages. If and when this type of outbreak occurs subsequently, what can the contracting parties do to avoid a breach? Is COVID-19 a force majeure event? Legally, can force majeure clauses be drafted in such a way that both present and similar pandemics in future are captured? This paper is written to answer these and related questions, and provide a guide to parties in contractual relationships affected by the pandemic regarding what to do now and in case of future epidemics of this magnitude.
Enforcement of Corporate Governance Codes Through Voluntary Compliance or Legislation
(Journal of Corporate Governance, 2015) Adebayo, Bamidele Olasehinde
Corporate Governance principles and practices are being evolved by the board of corporations worldwide to serve as the guiding principles in the running of the affairs of an organisation on day-to-day basis. It embodies the integrity of the organization, as to what that entity stands for in the conduct of its business dealings, which directly mirrors the person of the individual members of the Board, as acts perceived or carried out by agents of the organization will be deemed to be acts of the board and that of its representatives. It is in such light that members shall be viewed as good or bad. Effective Corporate Governance anchors ultimately on 'meeting the demands' of all participating stakeholders in the fortune (or otherwise) of every corporate entity. The greatest of the stake contributors are the owner-shareholders who submit their governance authority to the Board of Directors (BOD) on behalf of the company. (See CAMA 1990, Sec. 244(1). The concern for good corporate governance apparently received the loudest of the clarion calls only at the beginning of this millennium. Today, it can safely be said that the need for directors to observe the notion of accountability, transparency and timely responsiveness to corporate issues started to receive the most attention since 2001 — the year that marked the fall of the world-renowned Enron and the WorldCom (both US-based energy and communication giants). These two celebrated events have re-written the entire global corporate history with, perhaps the most crucial chapter, "need for good Corporate Governance" receiving the most focus. A major fall-out of these unwanted events has put in place some regulatory responses in most advanced economies that cannot just wait and merely submit the corporate entity largely to the dictates of the BOD machinery. A notable instance is the enactment of the Sarbanes-Oxley Act of 2002 in the United States of America (USA). This singular Act now renders the Chief Executive Officer (CEO) of a corporate organization to be directly responsible for all its acts-thus further unveiling the mask of incorporation and narrowing the divide between the company and the managers ' responsibility towards it. This paper examines the issue of enforcement of Corporate Governance, both international and locally (Nigeria) and considered whether this should be by voluntary compliance or through legislation. The merits and set backs of each of the options were examined. In the end, this writer is of the view that there is no amount of legislation that can change peoples mind, as there are various devices to circumvent any legislation if those to comply are not really keen in doing so. In the end, the writer submits that enforcement of Corporate Governance should be by a combination of Voluntary Compliance and Legislation. This is borne out of the fact that each company, industry and of course, country differs in their legal and business structures and what is good for the geese in one country may not necessarily be good for the gander in another.
An Examination of the Legal, Economic, Security and Political Effects of Uncontrolled Population in Nigeria: The Way Forward
(Redeemer's University Nigeria, Journal of Jurisprudence & International Law (RUNJJIL), 2022-05) Adebayo, Bamidele Olasehinde
The fact that Nigeria is overpopulated in relation to its geographical size and other factors is more than saying the obvious. This paper examines the effect of the uncontrolled population on the legal, economic, and, most especially, political development in the area of promoting democratic equality among Nigerians. This paper combines both the doctrinal and non-doctrinal approaches in its research efforts. It juxtaposes population growth in Nigeria with some selected countries in relation to their socio-economic and political development. The paper reveals that the multi-faceted problems besetting Nigeria have a direct link to her population explosion. It finds out that the political marginalization of some parts of the country directly results from population explosion in other regions. It finds out that while some sections of the country are controlling their population to a reasonable extent, some other sections are not. It concludes that an uncontrolled population is inimical to Nigeria's legal, economic, and political democracy. Among others, it recommends the payment of heavy tax by those giving births beyond the legally allowable number to alleviate the problem of infrastructural deficiency and to promote democratic equality in the country
The Law of Company Meetings in Nigeria
(Journal of Corporate Governance and Administration, 2019) Adebayo, Bamidele Olasehinde
This paper examines the laws governing the various types of company meetings in Nigeria. It examines the law from the perspective of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria, 2004. It also considers some salient points of law in view of the fact that a new Company Act called the 2018 Company Act is awaiting presidential assent to bring it to force. The paper also details some practical guides and rules which company secretaries should be aware of in the discharge of theirfunctions. The paper concludes by making some recommendations which it believes will enhance the performance of the job of company secretaries as compliance officers and custodians of good corporate governance, thereby adding value to their respective organisations and to the satisfaction of all stakeholders.
The Nexus Between Vicarious Liability of Employers and the Acts Committed “in the Cause of Employment” By The Employees: A Discourse
(Nnamdi Azikwe University, Awka. Journal of Commercial and Property Law, 2021) Adebayo, Bamidele Olasehinde
Vicarious liability makes employers accountable for the wrongful negligent or intentional tort actions of their employees, while acting in the course of their employment. The scope of this paper excludes other relationships between the employer and those considered not to be employees, such agents or independent. Depending on the case, an injured third party can sue both the employee (as the actual person responsible in law) and the employer (deemed by the law to be indirectly, or vicariously, responsible for the same injury).Indeed, the employer’s liability is founded upon the doctrine that an act or omission of the employee in the course of his employment is that of the employer so that the employer may be made liable in tort. This paper aims at putting in right perspective, the limitation of employers’ vicarious liability for the wrongful acts of their employees. It combines both doctrinal and non-doctrinal approaches in its research methodology. It finds out, among others, that employers should not be vicariously liable for criminal acts of their employees unless such are ordered by them. It also answers some pertinent questions, such as: What is the extent of the employer’s liability for the wrongful acts of his employees? What is the meaning of “in the course of employment” and its connection with the employers’ “vicarious liability”? It recommended that employers are vicariously liable to the extent of the closeness or nexus of the wrongful acts to the employees’ duties, and base its conclusion on this and related issues.
Nigerian Federalism and the Legality or Otherwise of Amotekun
(University of Jos Law Journal, 2020-03) Adebayo, Bamidele Olasehinde
The enormity of security challenges in Nigeria has gone beyond the control of the Nigerian Police Force. Several thousands of innocent Nigerians have lost either their lives or properties as a result of the security inadequacy. The fall out of this is that individuals, groups and even organizations have put in place some measures to assist the police who obviously appear incapable of effectively policing the entire country. One of such arrangements is the birth of Amotekun, which is the security network or outfit recently launched by the six governors of Ondo, Oyo, Ogun, Ekiti, Lagos and Osun of the South West. The emergence of Amotekun has led to the pronouncement of the outfit as illegal by the Attorney General of the Federation, Abubakar Malami. This pronouncement has sparked a lot of arguments, debates and even outright condemnations across various segments of the country and most especially, from the people of the South West who are directly concerned. Sequel to the above, this paper discusses the legality or otherwise of Amotekun especially in a heterogeneous country like Nigeria that professes to be practicing federalism as a system of government. The paper will consider whether Amotekun is legal or not within the ambit of the provisions of the 1999 constitution of the Federal Republic of Nigeria and within the federal structure of the country.
A Review of the Status of the Secretary of a Public Company Under the Companies and Allied Matters Act Based on the Supreme Court's Decision in Lange Versus First Bank of Nigeria Plc
(Journal of Corporate Governance and Administration, 2020) Adebayo, Bamidele Olasehinde
The position of the secretary of a public company has been viewed as being lower in status compared to that of the directors on a company's board. While the directors acting as a board were seen as the directing will and mind of a company, the secretary was seen only as a servant of the company employed to work for the company, perhaps because of his qualification, experience and expertise. This was similar to the decision in Yalaju A/liege v. Associated Registered Engineering Contractors where it was held that the status of a managing director is lower than that of directors on the Board. The current position of the law is the Supreme Court's decision in Bernard Oje!To Longe v. First Bank of Nigeria where it was held that a managing director is a director like arty other director and, as such, is entitled to the protection and the procedure laid down in the Companies and Allied Matters Act (CAMA). First, this paper argues that the secretary of a public company should be accorded the same status as that of a managing director. Thus, since Longe's case has equated the managing director as a director, then the secretary of a public company should be accorded the status of a director whether the secretary doubles as a director or not. This is based on the fact that a secretary is also an officer of the company like directors. Second, the paper further argues that where the secretary of a public company is to be removed, the provisions laid down in CAMA for removing directors should be followed. Following this, this paper therefore argues that the provisions relating to the removal of the secretary of a public company should be expunged from CA.MA since those for the removal of directors will now cover the secretaries of public companies. The whole essence of this is to further protect and secure the job of the secretary of a public company and enable him to pelarrn his multi-dimensional roles without fear or favour. His employment is statutorily protected and it is not exposed to the unsecure master-servant relationship. He, like other officers of the company, is a partner in achieving the corporate objectives of the organkation.
Right to Life under the 1999 Constitution and the State of Road Infrastructure in Nigeria: A Revisit
(Journal of International Law and Jurisprudence, 2021) Adebayo, Bamidele Olasehinde
In this paper, the right to life is discussed in its all-inclusive context through the inclusion of the right to good road infrastructure as a significant component of the right. It argues that the right to life should not be restricted to deprivation of life, but be extended to sustenance of life. Accordingly, it argues that poor road infrastructure is a violation of the right to life, the breach of which should not be narrowly interpreted as deprivation of life but also, the neglect of road infrastructure occasioning millions of avoidable deaths. The right to life, it argues, should be broadly interpreted to encompass all its components, some of which are contained in the non justiciable provisions ofthe 1999 Constitution of Nigeria(as amended),Itconcluded by arguing that the combination of the provisions which the Constitution declares as non justiciable with the right to life, make suchprovisions tobecome justiciable without affecting their otherwise non justiciable status since they are not enforced on their own but on the basis of the justiciable right to life. It recommended what needed to be done concerning the state of road infrastructure in Nigeria so that the right to life can be,indeed, guaranteed.
Termination of Employment The Applicability or otherwise and the Implications of 'Statutory Flavour' to Senior Employees of Private Universities in Nigeria
(Redeemer's University Law Journal. (RUNLAWJ ), 2019) Adebayo, Bamidele Olasehinde
This paper examines the applicability or otherwise and the implications of 'statutory flavour' to the contract of employment of senior employees of private Universities in Nigeria. It considers the meaning of employment clothed with statutory flavour. It argues whether the control, regulation, supervision, verification and accreditation of academic programmes of private Universities by statutory bodies such as the National University Commission (NUC) and the Joint Admission and Matriculation Board (JAMB); and the regulatory statutes such as the National Universities Commission Act and the Education (National Minimum Standards and Establishments of Institutions) Act, for instance, does not make private Universities a creation of statute by extension, thereby making statutory flavour applicable to the status of senior employees of those Universities. It considers whether the license granted by the government through the regulatory bodies for the establishment of private universities is not a quasi statute, even if it is not statute per se. With relevant authorities and statutes to ascertain its position, the paper concludes by establishing that senior employees in private Universities should have their employment clothed with statutory flavour like their public counterparts especially when the issue of determination of their employment comes up
Various Reforms in the Electricity Sector in Nigeria: Past, Present and the Effectiveness of these Reforms
(Journal of International Energy and Environmental Law, 2020) Adebayo, Bamidele Olasehinde
Constant power supply is undoubtedly the hallmark of a developed economy. Any country with epileptic power supply only prolongs her overall development and risks losing potential inrvestors. This paper, therefore, examines the various reforms that have been carried out in the power sector by successive governments in Nigeria from 1999 to date and the impact of these reforms on the life of an average Nigerian. It considers the overall power sector reforms and evaluates the inherent opportunities and challenges. The authors found that the deregulation and various reforms did not appreciably improve the power sector hence recommended that government should continue the rehabilitation of the various power systems to enable core Nigerian investors to consider alternative sources of energy like solar, tide, biomass, and wind. We also recommend that the government should have the political will to revamp the sector and block all loopholes such as estimated billing, massive corruption, extortion, and illegal collections. It calls on the Presidency to assent to the 2019 Power Reform Amendment Bill so as to address the incessant power failure with its multi-various adverse effects. The authors also advocate the procurement of modern equipment and stricter regime and regulations for players in the industry.

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