NIGERIA Law and Practice Contributed by: Yeye Nwidaa, Mariam Olayinka Akinyemi and Toluwalase Oliver-Jude, Jackson, Etti & Edu
Injunctive and Declaratory Relief Shareholders may apply to court for an injunction or declaration to restrain the company from: • entering into illegal or ultra vires transactions; • carrying out by ordinary resolution actions that require a special resolution under the articles or the law; • infringing on a shareholder’s rights as a member; • committing fraud against the company or minority shareholders where directors fail to act; • proceeding where it is impracticable to convene a meeting in time to remedy a wrong; or • actions where directors have benefited, or are likely to benefit, from negligence or breach of duty. Personal Actions A shareholder may bring a personal action where their individual rights as a member are infringed. These rights include entitlement to notice of meetings, voting rights, receipt of declared dividends, and attendance at meetings. Derivative Actions CAMA also permits shareholders to bring derivative actions on behalf of the company where directors are in breach of fiduciary duty and the board refuses or fails to act. To proceed, a shareholder must obtain leave of court and demonstrate that the action is brought in good faith and is in the best interest of the company. Protection Against Oppression A shareholder may also petition the court where the affairs of the company are conducted in a manner that is oppressive, unfairly prejudicial, discriminatory or contrary to public interest. Interests of Justice In addition to statutory remedies, courts may entertain shareholder claims where the circumstances are such that the interests of justice require judicial intervention. 4.5 Shareholders in Publicly Traded Companies In publicly traded companies, shareholders are sub - ject to statutory disclosure obligations once they acquire a significant interest in the company. Under
the ISA 2025 and SEC regulations, any person who acquires 5% or more of a company’s voting shares is required to notify both the company and the SEC within the prescribed timeframe – typically within ten business days. Shareholders are also required to disclose any subse - quent material changes in their shareholding, including further acquisitions or disposals that alter their owner - ship percentage. Upon receipt of such notifications, the company is obligated to inform the exchange and update its records accordingly. These requirements are designed to promote market transparency, deter insider dealing, and ensure that regulators and inves - tors are fully informed of significant ownership chang - es in listed entities. Beyond listed entities, the Persons with Significant Control (PSC) Regulations impose disclosure obliga - tions on all companies, not only listed entities. A per - son is deemed to have significant control where they hold or control at least 5% of the company’s shares or voting rights, and such person must be a natural person. Under this framework, a PSC is required to notify the company of their interest within seven days of acquiring significant control. The company must then notify the CAC within one month, update its register of members accordingly, and reflect the information in its annual returns. Collectively, these disclosure requirements strengthen corporate transparency and enhance accountability in both listed and unlisted companies in Nigeria. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements In Nigeria, companies are subject to mandatory annual and periodic financial reporting requirements designed to ensure transparency, accountability and regulatory compliance. These obligations vary depending on the nature of the company and the regulatory framework governing its operations, with additional sector-spe - cific requirements imposed by relevant authorities.
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