Agip (Nig.) Ltd v. Agip Petroli Int’l (2010) 5NWLR PT. 1187 – Misthura Otubu

There are three categories of proceedings that may be brought by minority shareholders for the purpose of prosecuting, defending or discontinuing an action on behalf of the company. Firstly, there is the personal action provided for under Sections 300 and 301 of the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004 (hereinafter referred to as “CAMA”), it is an action brought to enforce a right personal to the plaintiff as a result of a wrong done to him in his capacity as a member of the company. (See Professor Joseph E.O. Abugu, “Principles of Corporate Law in Nigeria” 2014 (MIJ Professional Publishers) 373). In relation to ultra vires acts, Section 40 of CAMA provides for personal action against the company by a director or a member where there is a provision in the memorandum of association of a company restricting its powers and capacity. Secondly, by virtue of Section 303 of the CAMA, there is the derivative action which is to the effect that an action may be brought in the name of, or on behalf of a company. The third is the independent action/separate action, and it relates to where a member alleges that the affairs of a company are being conducted in a manner that is oppressive or unfairly prejudicial to, or discriminatory, or in a manner that disregards the interest of a member or members.

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