Foreign investment is a major source of the capital that Nigeria and other developing markets need to promote economic activities and drive economic development. While profit mainly drives the decision to invest abroad, such decisions are also influenced by the safety of any actual investments made. Thus, investors are interested in the laws and regulations that offer them protection against corporate insider opportunism. In Nigeria, the relationship between corporate actors is mainly regulated by the Companies and Allied Matters Act (CAMA). This article investigates the corporate legal and regulatory protection for corporate shareholders in Nigeria and the UK. Comparing the corporate regulatory regime in the two jurisdictions, this article argues that the identified weaknesses in the Nigerian regulatory framework negatively impact the growth of foreign investment in the country. In view of these weaknesses, the article suggests a major review of CAMA and other regulatory instruments with a view to addressing the protection of small investors and “outsiders”, such as foreign investors.

In many states, more developed or less developed, the general populace does not seek redress through the court system, does not have access to legal interpretation of constitutional provisions, and is little affected by juridical decisions concerning human rights, To the majority in the Third World, dispute resolution through customary law may be of more relevance, and what matters most to the average person is how she or he is affected by the planning and daily practice of government and other bureaucratic institutions. This paper will review some aspects of political and economic development in Tanzania and Kenya since their attainment of independence from Britain, and will attempt to relate their experience to international agreements for the promotion of human rights.

To launch a new journal is an act of faith; it is also an act of recognition. An act of faith, because the editors and publishers of the journal will naturally ask themselves where the readership is to come from, which is to make the journal viable. An act of recognition, because the new journal officially marks, at least in the minds of its begetters, the recognition that a new area of theoretical study or practical action has now defined itself, which has hitherto been unrecognised or insufficiently provided for by the journals already in existence. As the first editor of this Journal, and the only member of the original Editorial Committee still serving the Journalin that capacity, I may be permitted to indulge in a personal reflection on the motives and background to the launching of the Journal of African Law in 1957.

It is entirely appropriate that this Special Volume, completing the thirtieth year of publication of the Journal of African Law, should acclaim the rich and many-sided contributions of the founding Editor of the Journal, Professor A. N. (Tony) Allott. His name has been inseparable from the study of African law throughout the existence of the Journal. The present writer was privileged to share in the excitement when the page proofs for the first issue arrived from Butterworths, the original publishers, in 1957. In the years that have followed the Journal has continued to offer its characteristically varied but always rewarding diet of articles, notes, case reports and reviews under a title which at first prompted sceptical reaction: “African law?” Could a field of true scholarship be given such a broad and essentially territorial designation? Should it not more aptly be titled the Journal of African Laws? Such carping comments are no longer heard. It is perhaps the greatest testimony to Tony Allott's achievement that, having started his academic career at a time when any notion of “African law”” was completely novel, he has by his creative industry and breadth of vision made a unique contribution not merely to the development of his subject but to its emergence and recognition as an important and distinctive field of legal scholarship.

This paper attempts to look at tax evasion and avoidance and the approach of the Nigerian courts and legislature. The starting point is an incursion into the history of taxation, especially personal taxation in Nigeria. Attempts are also made to define and distinguish evasion and avoidance while at the same time possible reasons are explored for explaining why people react to evasion and avoidance.

Reasons are given for resorting to English judicial decisions in explaining various Nigerian circumstances and lessons learnt from them are noted. The attitude of the Nigerian courts and legislature to tax evasion and avoidance are illustrated and in conclusion suggestions are offered to remedy the various anomalies in the system which aid tax evasion and avoidance.

In Ghana most land cases are determined according to Ghanaian customary law. One question, however, has since early colonial times always been decided by common-law principles: the question whether a party is estopped by previous litigation from making a claim.2 Thus a court often applies common law to determine whether an issue may be raised, and then, having given an affirmative answer, applies customary law to determine its validity. The courts have never stated any legal justification for this application of common-law rules in essentially customary-law cases. The early colonial judges, perhaps because they were British lawyers, seem to have regarded the matter as self-evident. Later judges followed the earlier decisions, and since 1960 statute law has for convenience confirmed the practice.3

In 2003, the Botswanan Court of Appeal decided in Kanane v The State that discrimination on the basis of sexual orientation was not proscribed by the Botswanan Constitution because no evidence had been adduced showing that the society of Botswana was ready for gay individuals. After sixteen years, things changed: in 2019, in Letsweletse Motshidiemang and LEGABIBO (as amicus) v The Attorney General, the High Court held that the law criminalizing anal intercourse violated the fundamental rights of gay people. In 2021, the Court of Appeal upheld the High Court decision. This commentary briefly examines these three decisions. It argues that Kanane gave too much weight to public opinion to the detriment of constitutional interpretation. Through a robust approach to generous interpretation of fundamental rights, the Motshidiemang decisions partly remedied the flaw in Kanane. However, judicial clarification is still required on some aspects of the decision.

The act of whistleblowing is not common in Nigeria; this can be attributed to the cultural norms of Nigerian society where deference is paid to those in positions of power and it is often viewed as taboo to speak up against them. This problem of not speaking up is further compounded by the lack of robust whistleblowing legislation which protects whistleblowers from reprisals. The need to protect whistleblowers was brought to the forefront after the implementation in 2016 of the Nigerian stopgap policy on whistleblowing, leading to the Whistleblower Protection Bill proposed in 2019, legislation that seeks to provide wider protection to whistleblowers. This article examines this bill, identifying its limitations; it does not rehash previous scholarly debates about whether incentives are necessary, but rather focuses on bringing the Nigerian perspective to the fore, thus contributing to the existing literature in this area.

The courts in Ghana and Nigeria apply indigenous customary law in a large proportion of cases, particularly those involving family relationships or land. During the past century the courts have done much to clarify this law and adapt it to rapidly changing social conditions. One such adaptation is the subject of this article. The English doctrine of acquiescence has been imported to fill what appeared in new circumstances to be a deficiency in the customary land law. The doctrine had been used to perform functions different from those which it has performed and is performing in English land law. This article seeks to compare the different characteristics the doctrine has assumed in the three countries, and to draw some conclusions from the experience of Ghana and Nigeria.

The importance and contribution of derivative litigation to the effectiveness and credibility of a jurisdiction's corporate governance system is indisputable. There is a positive correlation between good corporate governance practices, which include shareholders’ rights, and investors’ return on their investments. On the one hand, an overly pro-shareholder derivative scheme is vulnerable to abuse and results in unnecessary interference with company management. This may, in turn, discourage directors from entrepreneurial risk-taking and undermine enterprise efficiency. On the other hand, a complex and ineffective system of derivative litigation protects errant directors and decreases investor confidence. This article is a critical assessment of Zimbabwe's recently adopted statutory derivative remedy. The analysis focuses on five locus standi-related aspects of the new statutory derivative regime. The article highlights some major weaknesses within Zimbabwe's statutory remedy and proposes pertinent legislative amendments.

The high levels of poverty, inequality and socio-economic marginalisation that bedevilled Kenya for generations led to a struggle for a new constitutional dispensation, which culminated in the promulgation of a new, egalitarian and transformative constitution in August 2010. This constitution entrenched justiciable socio-economic rights within an elaborate Bill of Rights. Though an important step in the process of the egalitarian transformation of the country, the challenge remains to transform these precepts into practice with their scrupulous implementation through legislative, policy and programmatic frameworks, as well as judicial decision-making. This article argues that, in order to achieve the intended egalitarian transformation, Kenya must adopt a strong interpretive approach, with sufficient foundational standards for the translation of these rights into tangible realities for Kenyans. Kenya must therefore explicitly adopt a minimum core approach for the realisation of these rights to transform them into practical realities for the poor, vulnerable and marginalised Kenyans.

Corporate criminal liability is a problematic concept, especially where it is based on an exceptionable principle such as vicarious liability. This is the case with the South African model. This article seeks to demonstrate that this model requires substantial modification because it compels the court to adopt the incoherent exercise of holding a corporation (which is a distinct person) liable for the intentional act (crime) of any of its agents, whether or not there is criminal intention on the corporation's part and whether or not it was aware of, or could have prevented the commission of the offence. It is submitted that it is more appropriate to hold a corporation liable only where it has been established that the course of conduct that resulted in the offence was encouraged or tolerated by persons who embody the corporation (usually sufficiently empowered managers or members of the board of directors).

This article sets out a comparative study of the defences of compulsion and necessity in selected African nations and under the Statute of the International Criminal Court. The aim is to produce the best formulations of these defences for possible adoption by the African nations concerned.

In a democratic nation, local government is the government of the people, by the people and for the people at the grassroots levels. That is, the government nearest or closest to the people. It is at the level of local government that community action in respect of community development programmes is most effective; it is also the level where democratic processes and decision-making by consensus are traditionally entrenched; where rivalries and tensions are reduced to a minimum; where local resources and patriotism are easily called to the service of the community; and, very importantly, where the people are normally confident of effective control of their own government.