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VOL. 3, ISSUE 4 (2021)
Defining the relationship between the rules in Foss v harbottle and Salomon v salomon: A Nigerian view
Authors
Babajide S Shoroye
Abstract
Most fundamental rules and principles of modern company law evolved from landmark cases decided long ago under common law. Two of such cases are Foss v Harbottle and Salomon v Salomon & Co Ltd. For over a century these cases have constituted indispensable cornerstones of company law in common law jurisdictions. However, with statutory intrusions to clarify or modify the rules in different jurisdictions, there are now identifiable differences in their original formulation at common law and their statutory enactment. For the most part, the rules have been codified in their substantive respects, but conditions and extenuating circumstances of their applications now vary according to statutory provisions. In this paper, we identify and analyse the relationship between the rules under common law and within the provisions of the Nigerian Companies Act 2020. We show that the relationship between the rules under the Act may be defined only in terms of their substantive provisions, and not in their respective exceptions. Hence, we point out that the common law exceptions to both rules are based on different grounds, and for different objectives under the Act. Significantly, the statutory variance we identify in this paper has implications for legal proceedings for the protection of corporate rights and the rights of minority members of companies in jurisdictions with statutory provisions similar to the Nigerian Companies Act 2020.
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Pages:39-47
How to cite this article:
Babajide S Shoroye "Defining the relationship between the rules in <em>Foss v harbottle</em> and <em>Salomon v salomon</em>: A Nigerian view ". International Journal of Law, Policy and Social Review, Vol 3, Issue 4, 2021, Pages 39-47
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