ADAPTING UK AND EU CORPORATE GOVERNANCE MODELS TO NIGERIA: A ROADMAP FOR M&A SUCCESS

Abstract

The proposed expansion of cross-border mergers and acquisitions (M&As) within the Nigerian banking sector has remained hampered by structural weaknesses in the domestic corporate governance framework, undermining both the stability and longevity of these transactions. Despite the global ubiquity of governance challenges, issues specific to the Nigerian ecosystem, ranging from constrained board independence to weak shareholder protection and opaque regulatory oversight, necessitate a robust, comprehensive, and context-relatable framework capable of navigating complex M&A dynamics. The authors evaluated sustainable solutions to these governance deficits by assessing the adaptability of corporate governance models from the United Kingdom (UK) and the European Union (EU), jurisdictions, apparently selected premised on the fact that Nigeria’s corporate law regime, is rooted in English common law and because both systems represent internationally recognized benchmarks of governance regulation. The paper maintained that a critical analysis of key statutory instruments, including the UK Corporate Governance Code, the UK Takeover Code, and the EU Shareholder Rights Directive, is in tandem with Nigeria’s Companies and Allied Matters Act 2020, the Banks and Other Financial Institutions Act 2020, the Central Bank of Nigeria Corporate Governance Guidelines 2023, and the Nigerian Code of Corporate Governance.