Directors' Liability: The Legal Position in Nigeria
11 Pages Posted: 15 Jan 2016 Last revised: 16 Jan 2016
Date Written: January 13, 2016
Abstract
In recent times, there have been arguments in certain quarters as to the extent of liabilities of company directors under Nigerian law. Some have further queried the instances, if any, when a director can be made personally liable for purported acts of a company. Others have queried: (x) whether the company’s liability is the same as director(s)’ personal liability; and (y) the extent of the criminal or civil liabilities of new directors for the acts of past directors.
It is against this backdrop that this paper seeks to consider, in succinct detail, the liabilities of a director primarily under the Companies and Allied Matters Act (“CAMA”) . In doing adequate justice to this topic, recourse will be made to relevant authorities that help illuminate the subject matter of this paper.
Keywords: Directors, CAMA, vicarious liability of a company, corporate criminal liability, personal liability of directors, corporate personality, lifting the veil, civil liability of directors, mens rea, actus rea
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