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Published online by Cambridge University Press: 28 July 2009
The criminal liability of corporations in Nigeria is an often neglected or forgotten aspect of the law, even in many of those cases where its consideration is ordinarily required. The reason for this anomaly is essentially two-fold. Firstly, the concept of distinct corporate personality remains a fiction to most Nigerians. At least in practical terms, even lawyers and members of the business community do not readily conceive the concept as going so far as a limited liability company being criminally liable. And as a matter of fact, the emphatic judicial affirmation of the concept is of relatively recent origin. Even then, the leading Nigerian text on criminal law states that its “exact extent is a matter of some doubt” and “await[s] clear definition”. The second reason is that those crimes for which corporations are most likely to be liable, in the main, are necessarily white-collar in nature. It is a self-evident fact that the attitude of organs of the state to the prevention and prosecution of white-collar offences is generally lukewarm. The pervasive corruption of the Nigerian society, a veritable point of agreement amongst analysts of diverse persuasions and disciplines, is to a considerable extent both the offspring as well as a manifestation of this cavalier attitude to white-collar crime. The result has been the danger of the law on corporate criminal liability falling into desuetude.
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4 Laws of the Federation, 1990, cap. 59.
5 [1915] A.C. 705, at 713–714.
6 [1956] 3 All E.R. 624, at 630.
7 A.G. (Eastern Region) v. Amalgamated Press (1956–1957) I.E.R.L.R. 12.
8 (1992) 4 N.W.L.R. (Pt. 234) 248, at 261, per Sulu-Gambari, J.C.A.
9 (1958) 3 FSC 20.
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11 See Henshall (Quarries) Ltd v. Harvey [1965] 1 All E.R. 725; The Lady Gwendolen [1965] 2 All 283.
12 (1978) N.S.C.C. 536.
13 Orojo, above n. 1, 1st ed. at 109.
14 At 550.
15 Laws of the Federation 1990, cap. 192.
16 See generally Sasegbon, “The Corporate Affairs Commission: a legislative revolution” (1990) 1 J.U.S. 57.
17 See s. 2(a).
18 S. 8.
19 Ss. 314 and 315.
20 Ss. 316, 317, 318 and 319.
21 Ss. 637(1) and 650 CAMA.
22 See Savannah Bank Ltd v. Pan Atlantic (1987) 1 N.W.L.R. (Pt. 49) 212.
23 See s. 342, Criminal Procedure Act. See also Fawehinmi v. Akilu (No. 1) (1987) 4 N.W.L.R. (Pt. 67) 797.
24 See R v. I.C.R. Haulage [1944] 1 All E.R. 691 at 693, per Stable, J.
25 See Re International Securities Corporation (1908) 24 T.L.R. 837.
26 (1982) 1 N.C.R. 7.
27 Above n. 8.
28 Which was worth about £2 million at the time.
29 Above, at 262–263.
30 See D.P.P. v. Kent & Sussex Contractors Ltd [1944] K.B. 46 and R v. I.C.R. Haulage Ltd [1944] K.B. 551.
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36 S.507.
37 S.67.
38 Odugbemi, , “Business today and tomorrow: crisis and the Lone Ranger”, The African Guardian, 7 06, 1993, 30–31.Google Scholar
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