CORPORATE RESTRUCTURING AND TAKEOVERS: A COMPARATIVE ANALYSIS OF THE NIGERIAN LEGAL REGIME

Abstract

This article conducted a comprehensive doctrinal examination of the legal and regulatory frameworks governing corporate restructuring, reconstruction, and takeovers in Nigeria. In an increasingly volatile global economy, corporate entities frequently resort to strategic reorganizations, including mergers, acquisitions, and schemes of arrangement among others, to enhance financial performance, consolidate market positions, and ensure long-term viability. The study adopted the doctrinal method of legal research. Primary sources comprising statutes, subsidiary legislation, judicial decisions and relevant international instruments were critically analysed alongside secondary sources including textbooks, journal articles, policy papers and other scholarly materials. The article argued that while these mechanisms are vital tools for value creation, they necessitate a robust legal regime to balance corporate efficiency with the protection of minority shareholders, employees, and the broader public interest. Central to this analysis is a critique of the Companies and Allied Matters Act, 2020, the Investment and Securities Act, 2025,and the Rules and Regulations of the Securities and Exchange Commission. The article evaluated the procedural intricacies of various restructuring models, specifically focusing on the shift in regulatory oversight for mergers from the SEC to the Federal Competition and Consumer Protection Commission. It further investigated the legal implications of takeover bids and the defensive measures employed by target companies to resist hostile acquisitions. It identified significant challenges within the current regime, particularly regarding the protection of stakeholder interests during forced acquisitions and the complexities arising from overlapping regulatory jurisdictions. The article concluded that while the Nigerian legal framework has matured significantly, further refinement is needed to streamline approval processes and strengthen enforcement mechanisms. The study recommended legislative harmonization and the adoption of more rigorous public interest criteria in merger assessments to ensure that corporate restructuring serves both the economy and the equity of all stakeholders involved such as the government, shareholders, creditors and suppliers.