VIRTUAL GENERAL MEETINGS IN NIGERIAN CORPORATE LAW: LEGAL AND PRACTICAL CHALLENGES

Abstract

The COVID-19 pandemic, coupled with the proliferation of digital business practices, has greatly altered the corporate world, especially with regard to the manner in which general meetings are conducted. What was initially thought of as an interim measure adopted as a result of the COVID-19 health crisis has, over time, emerged as an integral part of corporate life in Nigeria. The change has raised significant legal and operational implications with regard to Nigerian corporate law, especially with regard to statutory requirements, shareholder involvement, and corporate democracy. This paper examined the legal and practical challenges surrounding virtual general meetings (VGMs) within Nigerian corporate law. The study adopted a doctrinal research methodology, involving the analysis of legislation, judicial decisions, and regulatory guidelines. The core argument advanced is that, despite the fact that VGMs make participation easier and more efficient, they also present various challenges, including the articles of association bottleneck, issues of unequal access, and problems with technology, cybersecurity and concern about whether shareholders are able to participate effectively in corporate decision-making. The paper recommended, among other measures, that the articles of association conditionality in Section 240 of CAMA be amended so that companies have a default statutory right to hold virtual meetings, and, the enactment of dedicated secondary legislation, such as Virtual Meeting Regulations, to provide clearer guidance on the conduct of such meetings.