Volumes

Edith Nwosu,* Ikenna Okoli** and Uchechukwu Nwoke***

Abstract

Except with permitted exemptions, a foreign company intending to carry on business in Nigeria is required to incorporate as a separate entity, distinct from the parent company. The objective of this requirement is to control foreign corporations and promote the country’s sovereignty. This restrictive measure – enshrined in section 78 of the Companies and Allied Matters Act 2020– has been criticized as diminishing foreign companies’ participation in Nigeria and should, as a result, be expunged from the Act. This paper argues that in view of recent developments and contrary to the position adopted by critics, the legal implication of the restriction on foreign companies does not have such corrosive effect on the participation of foreign entities in Nigeria’s economic activities. It contends that the economic benefits derivable from the provision outweigh any perceived negative impact of it. The paper, therefore, advocates its continued application in Nigeria’s Company Law.

Key Words: Reincorporation, Foreign Companies, Investments, Nigerian Company Law

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When the Unthinkable Strikes: COVID-19 and its Impact on Ship-building Contract – A Force Majeure in the Offing?

Awwal Ilyas Magashi, PhD*

Abstract

Famine, tragedy, and war are some of the consequences of our existence and have a deleterious effect on our daily lives. On March 12, 2020, when the whole universe was enmeshed in an unprecedented large-scale outbreak of Covid-19, the World Health Organisation (WHO) declared that the outbreak is regarded as a pandemic virus affecting the entire universe. Infections continued to rise on a daily basis, which prompted various countries to respond quickly leading to the proclamation of various regulations to curtail the widespread transmission of the pathogen. The consequences of these strongest measures have had a momentous sway on contractual obligations, especially shipbuilding contracts. Some shipbuilding companies rushed to hide under the cover of force majeure/frustration to escape their contractual obligations. This has a knockdown effect on other contracts too and may eventually lead to a series of disputes as to whether the COVID -19 pandemic per se, is a ground to invoke frustration/force majeure, who is entitled to invoke it, and how the court can resolve these disputes. Adopting a doctrinal methodology, this article explores some of the murky legal scenarios playing out as a result of frustration or force majeure, and the ramifications and impact on shipbuilding contractual obligations under both English and Civil Law. It finds that from the perspective of English Law, it is difficult to successfully argue that contractual performance has been averted or deferred due to Covid-19 pandemic simpliciter unless it is clearly and tersely provided in the contract. This is in part because English law will adopt a contra proferentem rule. However, from the microscopic view of Civil Law, the general concept of force majeure is recognized as inherent in the underlying contract. The article therefore, recommends a prudent and careful drafting ploy to bring the COVID -19 pandemic under the canopy of a force majeure, capable of relieving parties from their contractual undertakings.

Key words: Covid-19 Pandemic, Shipbuilding Contract, Frustration, Force majeure, English Law, Civil Law.

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Deconstructing the Identity and Roles of ‘Agents’ under the United States’ Foreign Corrupt Practices Act: What Nigerian Public Officials, Middlemen and Consultants Must Know

Honourable Justice Kenneth Amadi* and Jude Odinkonigbo**

Abstract

Corruption is a global problem. Its impact is made more manifest with the advancement in the use of technology. The implication is that the scourge can be easily exported from one country to another if decisive actions are not taken to curb it. The United States is unarguably the commercial capital of the world. United States businesses have tremendous influence throughout the globe. To ensure that American businesses are not vehicles for the spread of corruption involving foreign public officials but rather to safeguard their reputations and maintain public confidence, probity, and integrity in the global business ecosystem, the Congress enacted the Foreign Corrupt Practices Act (FCPA). The scope of the Act is wide with global reach – to the extent that foreign persons or companies could be held liable for violating the Act. ‘Agents’ of US businesses in foreign countries like Nigeria or Nigerian businesses registered with the United States Securities and Exchange Commission (SEC), involved in corrupt practices outside the US, could be held liable under the Act. Equally, United States principals may be held vicariously liable for the conduct of their Nigerian agents. This paper explores, briefly, the application of the FCPA and what it takes for a foreign person or company to be adjudged an agent. As a result, United States businesses are advised on the steps to take before appointing a Nigerian agent and what a prospective agent in Nigeria must know to avoid exposing itself and its US principal to liability while dealing with Nigerian public officials. This is also necessary to escape the hammer of the United States Department of Justice (DOJ) and/or SEC and also save Nigerian officials from bad press and possible prosecution in their own jurisdiction.

Keywords: Corruption; United States; US Department of Justice; US Securities and Exchange Commission; Foreign Public Officials; Nigerian Agents

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Standardising the Structure of the Traditional Apprenticeship System in Nigeria to Improve the Employment Condition of the Youths

Uju Obuka*

Abstract

21st century Nigeria is characterized by massive unemployment, youth restiveness among others. The rate of unemployed graduates in the country has necessitated reinventing the traditional apprenticeship system to create employment for the youths. The apprenticeship system has proved to be an alternative means of providing not just employment but creating entrepreneurs. The apprenticeship system as practiced in the traditional Nigerian society is devoid of any structured system which makes it a somewhat loosely organized system where the master is free to run his program as he deems fit, and the apprentice can drop out of the scheme anytime without any repercussion. It is this loose structure that made the apprenticeship scheme unattractive to youths, and hence a sharp decline in the number of youths going in to learn one trade or the other. The objective of this paper is to appraise the existing traditional apprenticeship scheme in the country, and to make a case for the restructuring of the system to create employment for the youths. The paper finds that the unstructured system of apprenticeship in the country is responsible for the sharp decline in the number of people going into an apprenticeship. The paper will apply a doctrinal approach. The paper concludes by making a case for the restructuring and standardization of the apprenticeship system as a way of curbing unemployment in the country.

Keywords: Standardising, Structure, Apprenticeship, Employment, Youth

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The Nigerian Industrial Standard for Tourism and Related Services as a Tool for Curbing the Spread of Coronavirus

Felicia Monye* and Ndubuisi Nwafor**

Abstract

The coronavirus has necessitated a paradigm shift since it broke out in China more than two years ago, thereby affecting every facet of life, halting progress in every human endeavour and birthing breakthroughs in science, technology and art as well. The Covid-19 safety measures like total lockdowns, social distancing, wearing of facemasks and other measures taken to mitigate its spread have impacted negatively on all sectors of global economy with some suffering devastating blows. One of the worst affected sectors is tourism, which used to be a vibrant sector that rakes in billions of naira annually. This article strives to doctrinally investigate the impact of the Nigerian Industrial Standard for Tourism in the mitigation of the fallout of Covid-19 and the spread of it in the Nigerian tourism sector, and more specifically from the hotel business perspective. The article will answer the question of what the contributions and challenges of the Nigeria Industrial Standard for Tourism and Related Services is, as a tool for tackling the Covid-19 pandemic. Finally, the research advocates Covid-19 measures that would be constructed from both the public health and social-contract governance perspectives, rather than from the point of view of mere government patronage.

Keywords: Nigerian Tourism Standards, Tourism, Hospitality, Coronavirus, Health and Safety

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Nigeria Business Law Journal
Vol.1 No.1 March 2017 Pg. 1-66

A Note from the Editor

Legal Innovation, Harmonisation and Regionalization of Business Law in Africa: An Examination of OHADA Business Law and its implication for Nigerian Businesses
Folake Kehinde Olaoye

Project Appraisal, Feasibility and Outline Business Case Studies in Public-Private Partnership (PPP) Projects
Chibuzo C. Ekwekwuuo and Tasmiah Nuhiya Ahmed

Unbundling as a Privatisation Strategy: The Electricity Sector Reform in Nigeria
Chudi Nelson Ojukwu

Managing Environmental Risks in Contracts for Sale of Assets
George Nwangwu

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