REGULATORY OVERREACH OR NECESSARY REFORM? THE SEC'S EXPANDED ENFORCEMENT POWERS UNDER THE INVESTMENT AND SECURITIES ACT 2025.

Abstract

The extant Investment and Securities Act (ISA), 2025 inaugurates the most sweeping expansion of the regulatory and enforcement authority of the Securities and Exchange Commission in Nigeria since Nigeria’s capital market regulation was formalized in 1979. ISA arms the SEC with an arsenal of intervention tools — including powers to remove company directors, appoint independent board members, impose administrative sanctions without judicial intervention, freeze assets, compel production of telecommunications data, and take direct enforcement action against prohibited investment schemes. This article undertakes a critical doctrinal and analytical examination of these enhanced powers, interrogating the constitutional and jurisprudential tensions they generate with due process, corporate autonomy, and the separation of powers. Drawing on ISA 2025, antecedent legislation, Nigerian constitutional provisions, case law, and comparative frameworks from the United States, United Kingdom, and South Africa, the article argues that while the expanded framework is a necessary and largely proportionate response to the chronic market integrity failures of the ISA 2007 era, certain features: notably the administrative sanction mechanism and digital surveillance powers – risk encroaching upon fundamental rights in ways demanding judicial scrutiny and legislative refinement. The article concludes with targeted reform recommendations.