Course Title: Company Law I; BUL 501 (4 credits; Compulsory) Lecturers: Dr M. M. Akanbi* Mr D.A.

Ariyoosu** Qualification and Title: * Senior Lecturer; LLB (Ife), LLM (Lag), Ph.D (KCL, London), BL (Lag), ACIarb (London) ** Lecturer I; LLB (Unilorin), LLM (Ife), BL (Abuja), PGDE Department of Business Law, Faculty of Law, University of Ilorin, Ilorin, Nigeria E mail: * akanbi.mm@unilorin.edu.ng; laroungbe@yahoo.co.uk * ariyoosu.da@unilorin.edu.ng; ariyoosu4law@yahoo.com Office Location: * Room 212, Wing 1 (Old Complex), Faculty of Law ** Room 213, Wing 1 (Old Complex), Faculty of Law Consultation Hours: *Monday, 12noon 2pm; Wednesday 2pm-4pm **Monday, 12noon 2pm; Wednesday 2pm-4pm Courseware prepared by: Dr M. M. Akanbi and Mr D.A. Ariyoosu Course Contents: Development and administration of Nigerian Company Law, forms of business organization, formation of companies, memorandum of association and articles of association, consequence of incorporation, concept of legal personality, lifting the veil, ultra vires, promoters and pre- incorporation contracts.

Course Description: The syllabus examines the historical and legal framework regulating companies and some other forms of business entities in Nigeria. It considers the right of an alien to form and participate in business in Nigeria as well as the statutes to be considered. Also, it traces the history of the Nigerian company law as well as the establishment of the Corporate Affairs Commission. The course examines the basic law regulating the Nigerian Company law and practice i.e. the Companies and Allied Matters Act, 2004 (CAMA). In addition some other statutes relevant to the operations of business entities in Nigeria are also examined. Also, the principles of the English common law and the doctrines of equity as they relate to businesses incorporated in Nigeria are examined. Furthermore, for a deep understanding of the consequences on incorporation, the course examines the concepts of legal personality, lifting the veil, promoters, the status of pre-incorporated contracts and the doctrine of ultra vires in relation to the common law position and their codification into statutes. The constitution and the exercise of corporate trading powers of the companies are also examined with particular reference to the effect of memorandum and article of association on registered companies. Method of Grading: NO. 1. 2. 3. 4. 5. ITEMS Class Attendance Class participation Continuous Assessment Semester Examination Total SCORE % 05 05 20 70 100

Course Delivery Strategies: The mode of course delivery shall be interactive. Thus, a combination of face to face techniques shall be employed towards imparting knowledge on the student i.e Discussions, seminar presentations, tutorial and brief note taking. It is important to note that all of the major national newspapers cover company law issues in their business sections. Keeping on top of business
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and general news developments will help to put learning into context and aid students comprehension of the subject. Course Justification: The indigenous occupations of Nigerians are agriculture, hunting, cattle rearing and trading in rural and peasant economy. The advent of the Europeans and the Trans- Saharan trade contacts between North Africa and the Northern part of Nigeria brought about the growth and development of modern forms of trading in Nigeria. After the departure of the colonial powers, it was only realistic for the new government to retain the English law regimes, since the customary laws of the communities were not in a position to accommodate the sophisticated forms of modern commerce introduced by the English. The fact thus is that Company law is foreign to the customary and indigenous system of law in Nigeria and its history is part of the history of the received English law which has become incorporated into the Nigerian legal system. However, over time, the need arose for the country to evolve a more dynamic and home grown company law regime to meet up with the challenges posed by the ever-increasing sophistication of commerce and the rapid developments in modern trade in Nigeria. Furthermore, the field of corporate practice has grown to become a very important branch of legal practice in Nigeria. There is thus an urgent necessity to provide structured guidance to students of company law. Consequently, students who take this course are taught to appreciate and have a deep understanding of the laws and practices regulating the formation and operations of companies in Nigeria. Course Objective: To enable students have a deep understanding of the laws regulating the formation and operations of companies in Nigeria. Course Requirements: The subject is a compulsory course that must be passed by all the 500 levels students in the Faculty of Law.
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 The course is to be taken in the 1st semester. Students are required to have 75% attendance to be able to write an examination on the course. Lecture Modules Week 1 Topic: Historical Development of Company Law in Nigeria 1 Objectives: At the end of week 1, students should be able to: Understand and trace the growth of modern business in Nigeria. Know the status of persons who can own and operate businesses in Nigeria and limitations (if any). Know and understand the procedure and legal requirements for alien participation in businesses in Nigeria and the various incentives available for alien participation in business. Know and illustrate the differences between the major forms of business organisations in the Nigeria. Describe the advantages and disadvantages of each form of business organization. Know the procedure and legal requirements for alien participation in businesses in Nigeria and the various incentives available for alien participation in business Description: The topic will focus on the growth of modern business in Nigeria; the laws affecting the rights and limitations of persons to own businesses in Nigeria; the relevant statutes relating to alien participation in businesses in Nigeria; the different forms of business entities operating in Nigeria. Study questions: 1. Mention the relevant statutes for consideration for an alien to participate in business in Nigeria 2. Company law is foreign to the customary and indigenous system of law in Nigeria and its history is part of the history of the received English law which has become incorporated into the Nigerian legal system. Discuss. 3. What are the advantages and disadvantages of each form of business organisation?
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4. With a view to recommending a particular form of business organisation to a client wishing to set up a cyber-caf, compare and contrast each of the types of business organisation. Week 2 Topic: Historical Development of Company Law in Nigeria 2 Objectives: At the end of week 2, students should be able to: Understand and trace the historical and legal framework regulating companies from the colonial era, through independence to present times in Nigeria. Know the effects of the English common law, doctrines of equity and the statutes of general application on the development of company law in Nigeria. Know the impact and challenges that the various company law regimes have had on the development of company law practice in Nigeria. Know the administrative and regulatory body set up under the Companies and Allied Matters Act 1990 (as amended) to administer company matters in Nigeria. Understand the functions of the Corporate Affairs Commission. Understand the accreditation procedure at the Corporate Affairs Commission. Identify and understand the functions of other ancillary regulatory bodies affecting the formation and operation of companies in Nigeria. Description: The topic will focus on the historical and legal framework regulating companies from the colonial era, through independence to present times in Nigeria; the effect of the English common law, doctrines of equity and the statutes of general application on the development of company law in Nigeria; the impact and challenges that the various company law regimes have had on the development of company law practice in Nigeria; the establishment and functions of the Corporate Affairs Commission (CAC) as the administrative and regulatory body set up to look at companies matters in Nigeria; the procedure for accreditation at the CAC; the functions of other ancillary regulatory bodies affecting the formation and operation of companies in Nigeria.

Study questions: 1. Trace the historical and legal framework regulating companies from the colonial era, through independence to present times in Nigeria. 2. Highlight the effects of the English common law, doctrines of equity and the statutes of general application on the development of company law in Nigeria. 3. Highlight the impacts and challenges that the various company law regimes have had on the development of company law practice in Nigeria. Week 3 Topic: Formation of a company in Nigeria 1 Objectives: At the end of week 3, students should be able to: Appreciate the provisions of CAMA which regulate the legal requirement of persons (in terms of minimum number and capacity) to form a company in Nigeria. Know the status of persons vested with the responsibility of the formation of companies in Nigeria. Understand the detailed procedure for forming a company under CAMA. Know the documents of incorporation to be submitted at the CAC. Description: The topic will focus on the provisions of CAMA which regulates the legal requirement of persons (in terms of minimum number and capacity) to form a company in Nigeria; the status of persons vested with the responsibility of the formation of companies in Nigeria; the detailed procedure for forming a company under CAMA. Study questions: 1. Mr. Coker Gold and Madam Gloria Gold are husband and wife having 4 children namely: Stella (24 years), Stephen (22 years), Stanley (16 years) and Sandra (13 years). As a new wig, they have approached you to incorporate a private Liability Company Limited by shares for them for the sole purpose of manufacturing plastic materials. Your search at the Corporate Affairs Commission revealed that the first suggested name: G.G. Plastic Nigeria Limited has been approved as
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the companys name. The share capital of the company is N1,000,000.00 only divided into 1,000,000 ordinary shares of N1.00 each. Being the brain behind the idea of incorporation and the alter ego of the company, Mr. Coker Gold is to hold 500,000 shares while Madam Gloria Gold and the children are to hold 100, 000 shares each. Mr. Coker Gold, Madam Gloria Gold and Sandra are proposed to be the first directors of the company. (a) Advise the family on the status of persons that may form a company and also be made directors. (b) What are the major steps to be taken towards formation of a company (c) What are the functions of the Corporate Affairs Commission? Week 4 Topic: Formation of a company in Nigeria 2 Objectives: At the end of week 4, students should be able to: Know the meaning and effect of a registered Memorandum and Articles of Association under common law and section 41 of CAMA. Know and understand the different categories of companies under CAMA. Know the different classes of capital of a company. Know the different classes of shares holdings in a company. Appreciate the differences between public and private companies. Demonstrate the difficulties small businesses have with the company as a form of business organisation. Description: The topic will focus on the meaning and effect of a registered Memorandum and Articles of Association under common law and section 41 of CAMA; the different classification of companies under CAMA; the different classes of capital of a company; the different classes of shares holdings in a company; the differences between public and private companies.

Cases to be reviewed Hickman v. Kent or Romney Marsh Sheepbreeders Association (1915) 1Ch. 881. Wood v. Odessa Waterworks Co., (1889) Ch.D. 636.
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Obikoya v. Ezenwa (1964) 2 All N.L.R 133. Eley v. Positive Life Assurance Co., (1876) 1 Ex.D 88 Beattie v. Beattie Ltd., (1938) Quin & Axten v. Salmon (1909) 1 A.C. 442. Ex Parte Beckwith., (1898) 1 Ch. 324. Rayfield v. Hands (1960) ch. 1

Study questions: 1. Explain the legal effects of memorandum and Articles of Association of a company, citing relevant legal authorities. 2. In what circumstances will an agent bind a company to a contract made with a third party? What effects do the memorandum and article of association have on the power of agents to bind companies to such contracts? 3. Imale Ltd (the company) is a private tutorial college. Efico, Igiwe and Agbari are the only directors and shareholders of the company, each owning 100 shares. In addition, Efico has been appointed the managing director. The Articles of Association of the company contain the following clauses: (a) In the event of a resolution being proposed at any general meeting of the company for the removal from office of any director, any shares held by that director shall carry the right to three votes per share. (b) Taiwo shall be the company secretary. (c) The managing director, Efico, shall have the power to veto any board decision relating to the teaching of any new course at the college. In addition, there is a shareholders agreement signed by the company and all of the shareholders that the company will not increase its share capital unless all of the parties to the agreement give their consent. At a recent board meeting, Efico tried to exercise his veto after the board decided that the college should offer a new course but Igiwe and Agbari ignored Eficos veto. They then called a general meeting which passed a resolution ratifying the decision of the board. The company will need to raise additional capital to run the course but Efico has stated that he will not consent to any increase in the companys share capital. Igiwe and Agbari are now considering calling another general meeting to remove Efico as a director. Taiwo acted as the company secretary but has since been removed.
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Advise Efico and Taiwo whether they can rely on any of the above Articles of Association or the shareholders agreement. 4. Explain the difference between a private and a public company. 5. Audu Kako, Clement Johnson and Adeolu Olawale are close friends. In order to strengthen their friendship, they have decided to form a company with the name Oremeta Multibiz Investment Ltd for the purpose of manufacturing plastic materials and with liability of its members limited by shares. The registered office of the proposed company is to be located at No 5, Malawi Way, Ilorin, Kwara State of Nigeria, while its share capital is to be N10,000,000.00 only divided into 10,000,00.00 ordinary shares of N5.00 each. Audu Kako, being the brain behind the plan is to take 50% of the share capital while Clement Johnson and Adeolu Olawale are to take the remaining 50% in equal shares. Explain the various forms of companies that can be established under CAMA 1990 (as amended) and advise the promoters on the type of company suitable for them. Week 5 & 6 Topic: Corporate Personality & Lifting the veil of incorporation Objectives: At the end of week 5 & 6, students should be able to: Trace the history of corporate personality and also analyse the case of Salomon v. Salmon being the locus classicus upon which the concept is built. Know and understand the meaning of and philosophy behind the concept of legal personality. Know the significance of corporate personality on the registered company. Understand the relationship between the concept of corporate personality and the limited liability company. Understand the provisions of section 37 of CAMA which domesticates the concept of legal personality into the Nigerian company law. Know the effects of section 37 on the activities of companies in Nigeria.
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 Understand the meaning of and philosophy behind the concept of lifting the veil of incorporation. Know the situations where legislation allows the veil of incorporation to be lifted. Know the main categories of lifting the veil by the courts. Description: The topic will focus on history of corporate personality and also analyse the case of Salomon v. Salmon being the locus classicus upon which the concept is built; the significance of corporate personality on the registered company; the relationship between the concept of corporate personality and the limited liability company; the provisions of section 37 of CAMA which domesticates the concept of legal personality into the Nigerian company law; the effects of section 37 on the activities of companies in Nigeria; the meaning of and philosophy behind the concept of lifting the veil of incorporation; the situations where legislation allows the veil of incorporation to be lifted; the main categories of lifting the veil by the courts. Cases to be reviewed Salomon v Salomon & Co. [1897] AC 22 Macaura v Northern Assurance Co. [1925] AC 619 Lee v Lees Air Farming [1961] AC 12 DHN Food Distributors Ltd v Tower Hamlets Lbc (1976) 3 ALL E.R 462 Bolton (Engineering) Co. Ltd. v Graham and Sons (1934) (1957) 1 Q.B 159 Lennards Carrying Co. v. Asiatic Petroleum Ltd (1915) A.C 705 at 713-714 Marina Nominees Ltd v. F.B.I.R. (1986) 2 NWLR 48 Gilford Motor Company Ltd v. Horne [1933] Ch 935 Jones v. Lipman [1962] 1 WLR 832 D.H.N. Ltd v. Tower Hamlets [1976] 1 WLR 852 Woolfson v. Strathclyde RC [1978] SLT 159 Adams v Cape Industries plc [1990] Ch 433

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Study questions: 1. Read Salomon v. Salomon & Co (1897) AC 22. a. Describe the key effects of the change in status from a sole trader to a limited company for Mr Salomon. b. What are the key principles that can be drawn from the case? c. Should Mr Salomon have been liable for the debts of the company? 2. The Salomon decision was a scandalous one which unleashed a tidal wave of irresponsibility into the business community. Discuss. 3. Akilapa and Shogo are mechanics who originally operated their respective businesses as sole traders. They decided to combine their experience and resources and formed a company called Kosi-oshi Mechanics Ltd to run their new business. All of the assets of their respective businesses were transferred to the new company. The date of the certificate of incorporation was 10 January 2010. Akilapa and Shogo are the only directors and shareholders of the company, holding 10,000 shares each, which have a nominal value of N1 each and are partly paid for to the extent of 50 Kobo per share. The business is run from the companys garage premises previously used by Shogo, which he continues to insure in his own name. On 1 January 2010, Akilapa ordered some motor parts from Megida costing N1,000. He signed the contract with Megida, For and on behalf of Kosi-oshi Mechanics Ltd (in formation). Megida has not received any payment for these parts. The company has been financed mainly by a N25,000 loan from Union Bank plc and this was personally guaranteed by Shogo. In addition, Shogos sister, Aramide, invested in the company by taking a thousand 6% non-voting preference shares of N2 each in the company. In May 2010, the companys premises were destroyed by a fire. Shogo made a claim on his insurance policy but the insurance company has refused to indemnify him, and Shogo does not understand why. This has caused the company to go into insolvent liquidation. The liquidator has discovered that Akilapa was a director of another company called Sempe Mechanics Ltd, which went into liquidation in 2009. Following the liquidation of this company Akilapa was disqualified for a period of 3 years.
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Advise Akilapa, Shogo and Aramide on their potential personal liability for the debts of the company and on any other matters that you feel are relevant. 4. In the celebrated case of Salomon v. Salomon & Co Ltd [1897] AC 22, Lord Halsbury LC observed: Either the limited company was a legal entity or it was not. If it was, the business belonged to it and not to Mr Salomon. If it was not, there was no person and no thing to be an agent at all and it is impossible to say at the same time that there is a company and there is not. Comment. 5. Lugard was the owner of a marcopolo bus called Osondu-Sparkle. The bus was valued at N15 million and was insured for that sum with LASACO Insurance Coy in Lugards name. Subsequently, Lugard incorporated Lugard Ltd in which he held all the shares but one which was held by his wife as his nominee. Osondu-Sparkle was then sold to Lugard Ltd and the purchase price was secured by a debenture issued in favour of Lugard giving as a security a fixed charge on the only asset of the company, Osondu-Sparkle. While carrying passengers to Abuja from Ilorin, the Osondu-Sparkle was involved in a ghastly road accident and was damaged beyond repairs. Consider whether Lugard or in the alternative Lugard Ltd could claim to be indemnified by LASACO Insurance Coys for the loss of the marcopolo bus. 6. With the aid of statutory and judicial authorities, where applicable, discuss the effect of registration of a Company under CAMA. 7. The English Court of Appeals decision in Adams v Cape Industries plc [1990] Ch 433 takes an overly cautious approach to veil lifting which does little to serve the interests of justice. Discuss. 8. Aluwe and Clara are brother and sister and have been running the family business Awada Ltd for 10 years. They both sit on the Board of Directors of Awada Ltd and each holds 30% of the shares in the company. The remaining shares are held equally by their father, Jinadu, and uncle, Bello. Jinadu and Bello used to run the company but have retired now. They still have seats on the Board of Directors. For the first five years after the retirement of Jinadu and Bello the company made an annual profit of approximately N100,000. After that the profits declined for three years and in the last two years the company has made losses of N50,000 and N100,000. Aluwe and
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Clara have grave concerns about the future of the business but, at a board meeting to discuss ceasing trading, Jinadu and Bello insist that things will get better. The board resolves to continue trading. Consider the implications for the board members of this decision. 9. Emeka and his wife Victoria are owed N25,000 by Bio Ltd. Bio Ltd has refused to pay the money owed and Emeka and Victoria have initiated a court action to recover the moneys owed to them. Maigida Ltd is the parent company of Bio Ltd and has recently been advised by its accountant that it could reduce its tax liability for the year 20112012 by removing all the assets from Bio Ltd and closing it down. Maigida Ltd has decided to follow that advice. Discuss the implications of this decision for Emeka and Victoria. 10. The doctrine of legal personality is a settled law. However, there exist some circumstances under which the doctrine can be by-passed. Discuss, citing relevant statutory and judicial authorities. 11. The company is at law a different person altogether from the subscribers and though it may be that after incorporation, the business is precisely the same as it was before and the same persons are mangers and the same hands receive profit. This notwithstanding, there are cases in which the statute, and to some extent the court, can forge a sledgehammer capable of cracking open the corporate entity. With the aid of relevant legal authorities, critically examine the above statement. 12. Dada has been dealing with Fujiro Ltd for many years but over the past year he has consistently had problems getting paid for services he has provided to Fujiro. Fujiro has always expressed satisfaction with Dadas work but Dada has recently received a letter from Fujiro stating they would not be paying him the N180,000 they had agreed for work already completed by Dada as they were unhappy with the quality of work he provided. Dada has initiated legal proceedings to enforce his contract with Fujiro. Just before the dispute with Dada occurred, Oniyo Ltd, the parent company of Fujiro Ltd, decided for strategic group-related reasons to remove all the assets from Fujiro Ltd and close it down. Oniyo Ltd intends to do this without making any provision for the payment of N180,000 to Dada should he win his case.
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Discuss whether the veil of incorporation could be lifted in these circumstances. Week 7 Topic: Liability of companies Objectives: At the end of week 7, students should be able to: Understand the nature and basis of liability of companies. Know the situations where companies can incur criminal liability under common law and the CAMA. Assess the common law theories of corporate criminal liability. Know the circumstances where companies can incur civil liability under common law and CAMA. Understand the rule in Royal British Bank v. Turquand and the reasons for it abolition under CAMA. Description: The topic will focus on the nature and basis of liability of companies; the situations where companies can incur criminal liability under common law and CAMA; the common law theories of corporate criminal liability; the circumstances where companies can incur civil liability under common law and CAMA; the rule in Royal British Bank v. Turquand and the reasons for it abolition under CAMA. Cases to be reviewed Bolton (Engineering) Co. Ltd. v Graham and Sons (1957) 1 Q.B 159 Lennards Carrying Co. v Asiatic Petroleum Ltd (1915) A.C 705 @ 713 Trenco (Nig.) Ltd. v. African Real Estate Ltd., (1978) 1 L.R.N. 146, 153. Director of Public Prosecution v. Kent & Sussex Contractors Ltd. (1944) K.B. 551 Mandila & Karaberis Ltd v. Commissioner of Police (1958) W.N.L.R. 147. Tesco Supermarkets Ltd. v. Natrass (1971) 2 All E.R. 127 (H. L.) Ayodele James v. Midmotors (Nig.) Ltd, (1978) 11 & 12 S.C. 31. Royal British Bank v. Turquand (1856) 6 E & B 327; 119 E.R. 886.
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Study questions: 1. The question of imposing criminal liability to a corporation for criminal offences committed by directors, managers, officers and other employees of the corporation while conducting corporate affairs has gained a lot of importance in the jurisprudence of criminal law. Discuss. 2. The majority of theories of corporate criminal liability are typical of common law developments; they have been constructed on a case-bycase basis. Despite their importance, these theories have proved to be ineffective, for their lack of strong theoretical basis and their individualistic roots. In the light of the foregoing critically examine the various models/ theories that have helped shaped the concept of corporate criminal liability over time. 3. The very basis for the possibility of imposing criminal liability to a corporation is its independent legal personality. Discuss. 4. Can a corporation as an artificial person be capable of committing a crime and be criminally liable by the law or not? 5. A corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody, who for some purposes may be called an agent, but who is really the directing mind and will of the corporation; the very ego and centre of the personality of the corporation. - per Viscount Haldane L.C. in Lennards Carrying Co Ltd v. Asiatic Petroleum Co Ltd [1915] AC 705 Stemming from the above, discuss the basis of the liability of a company at common law and statute in crime, tort and contract. 6. Discuss the rule in Royal British Bank v. Turquand (1856) 6 E & B 327 and the reasons for the abolition vis a vis section 69 of CAMA. Week 8 Topic: Tutorials, group discussions and Test Objectives: To do a review of all that has been taught in the previous weeks. To take students through the study questions. To examine the students on aspects of the course taught so far
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Week 9 & 10 Topic: Doctrine of Ultra Vires Objectives: At the end of week 9 & 10, students should be able to: Understand the basis of the doctrine of ultra vires as a consequence of incorporation. Know the purpose of the doctrine on the business activities of the companies. Know how the decisions of the courts have modified the doctrine over time. Know how businessmen/ promoters have always striven to evade the doctrine. Analyse the provisions of CAMA which codify the doctrine. Description: The topic will focus on the basis of the doctrine of ultra vires as a consequence of incorporation; the purpose of the doctrine on the business activities of the companies; how businessmen/ promoters have always striven to evade the doctrine; the provisions of CAMA which codify the doctrine. Cases to be reviewed Ashbury Rly. Carriage & Iron Co. v. Richie (1875) L.R. 7 H.L. 653. Att. Gen v. Great Eastern Railway Rolled Steel Products Ltd v. British Steel Corporation Cotman v. Borougham Bell Houses Ltd v. City Wall Properties Ltd Parke v. Daily News Ltd

Study questions: 1. Explain the doctrine of ultra vires as enunciated in the Companies and Allied Matters Act 2. What is the remedy open to a creditor of a company who engages in ultra vires transaction? 3. Fatayi has been acting as managing director of Olosonfoods Ltd for two years, although he has never been properly appointed a director of the company. The company has an objects clause which states that the company shall manufacture and sell Oloson products. Its articles of
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association state that the remuneration of any director shall be settled by the companys shareholders in general meeting, by ordinary resolution. Sales of the companys products have declined in recent months and Fatayi decides drastic action is needed. He agrees with Ultimate Pies Plc to manufacture a range of non-Oloson pies for them. The contract is initially for six months, but Fatayi expects to renew it when it expires. It is also decided that Ogbonge, a non-executive director of the company, should take on a full time position as a sales director, to explore the opportunities for selling other, non-Oloson, products. Fatayi decides the company will give Ogbonge a three year employment contract, at N60,000 per year, which Ogbonge accepts. Jegede, a minority shareholder in Olosonfoods, has just discovered the foregoing. He seeks your advice whether either he, or the company itself, might challenge the salary payable to Ogbonge, and the contract with Ultimate Pies (including its renewal). Advise Jegede. 4. In company law, an incorporated company has power only to carry out the object stated in its Memorandum of Association or acts which are reasonably incidental to the object. If an act is done or a transaction is carried out which is not authorized by the memorandum or statute, it is ultra vires the company and void, and cannot be ratified by the company. Discuss the validity of this statement vis--vis the changing face of the doctrine of ultra vires. Support your answer with relevant statutory and judicial authorities. Week 11 & 12 Topic: Promotion and Pre- Incorporation Objectives: At the end of week 11 & 12, students should be able to: Know and understand the term Promoter as defined by the courts and CAMA. Know the duties and liabilities of promoters under CAMA.
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 Know the status of contracts entered into pre incorporation under common law and statutes. Description: The topic will focus on the term Promoter as defined by the courts and CAMA; the duties and liabilities of promoters under common law and statute; the status of contracts entered into pre incorporation under common law and statutes. Cases to be reviewed Twycross v. Grant (1877) 2 CPD 469 Adeniji v. Starcola, suit No. M. 135/70 unreported, H.C. Lagos. Kelner v. Baxter, (1866) LR 2 CP 174 Newborne v. Sensolid (Great Britain) Ltd. [1954] 1. Q.B. 45

Study questions: 1. Whether someone is acting as promoter of a company is a question of fact rather than a question of law. Comment on the validity of this statement. 2. Because the Promoter is such an important person in the formation of the company, the law places several responsibilities on him. These are known as fiduciary duties. Highlight the fiduciary duties. What is the position of the law regarding pre-incorporation contracts? 3. Discuss the status of pre incorporation contract under common law and statutes. 4. Atiku and Mariam Aji are a married couple and partners in a business that sells mobile phones. The business proves to be extremely successful, and they open up a number of branches in Nigeria. In order to limit their liability, they instruct their solicitor to incorporate the business, calling the new company Turaki Mobile Ltd. Around the same time, Nokia is about to release a new Nokia V series the Ultimate. Atiku and Mariam are keen to acquire as many of the Ultimate brands as possible. Atiku hears of a potential source (Obj Fone Ltd) and is offered fifty units of the Ultimate. Eager to purchase the mobile phones, Atiku does not wait until the company is incorporated and enters into a contract with IBBTech for and on behalf of Turaki Mobile Ltd. Mariam is also offered a number of mobile phones and, prior to the company being incorporated, she
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enters into a contract with GEJ Phones Ltd for forty units of the Ultimate. She signs the contract Turaki Mobile Ltd pp. Mariam Aji (a director). The certificate of incorporation is issued and, at the first board meeting of Turaki Mobile Ltd, Atiku and Mariam ratify both contracts. Atiku and Mariam both have extensive stock of other brands of mobile phones. Atiku sells to Turaki Mobile Ltd a number of mobile phones brands that he acquired prior to engaging in the companys formation. Mariam also sells to the company a number of mobile phones brands that she acquired whilst the company was being formed. Shortly thereafter, Obj fone Ltd refuse to sell Atiku the fifty mobile phones promised, as it believes that it can sell all the mobile phones to the public for a higher price. Mariam is concerned that IBB Phones Ltd will also refuse to sell the forty mobile phones promised. A shareholder of Turaki Mobile Ltd, Buhari, discovers the above and seeks your advice on the common law position and statute regarding whether or not any breaches of the law have occurred. Week 13 & 14 Topic: Tutorials, group discussions and Revision Objectives: To do a review of all that has been taught in the semester. To take students through the study questions. To examine the students on aspects of the course taught so far Week 15 Topic: Examination Objectives: To examine the students on all that has been taught during the semester. Reading List: Orojo J.O, Company Law and Practice in Nigeria (3rd ed, Mbeyi & Associates (Nig) Ltd, Lagos, 1992). Ola C.S, Company Law in Nigeria (Heinemann Edu, Ibadan, 2002).
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 Dada J. A, Principles of Nigerian Company Law (2nd ed, WUSEN Pub, 2001). Morse G, Company Law (15th ed, Sweet & Maxwell, Australia, 1996). Pennington R.R, Company Law (7th ed, Butterworths, London, 1995). Sealy L.S, Cases and Materials in Company Law (3rd ed, Butterworths, London, 1985). Gower L.C.B, Modern Company Law (2nd ed, Stevens & sons Ltd, London, 1954). Companies and Allied Matters Act, Cap.C20, LFN 2004. Susan Barber, Company Law (Old Bailey Press, 4th Ed, 2004) E.O. Akanki, Essays on Company Law (University of Lagos Press, Akoka, Lagos, 1992) M.O. Sofowora, Modern Nigerian Company Law (2nd Edn, Soft Associates, Lagos, Nigeria, 2002) Relevant reported cases on Company Law issues in Nigeria and other jurisdictions. Relevant journal articles and materials on Company law in Nigeria and other jurisdictions. Important statutes relevant to the operation of companies in Nigeria i.e. o Nigerian Investment Promotion Commission Act 1995, LFN 2004; o Investments and Securities Act 1999, LFN 2004; o National Office for Technology Acquisition and Promotion Act 1992, LFN 2004; o Immigration Act 1963, LFN 2004;
o Foreign Exchange (Monitoring and Miscellaneous Provisions)

Act 1995, LFN 2004.

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