CORPORATE LAW PRACTICE CURRICULUM LESSONS PLAN AND CASE STUDIES

I. Objectives/Goals:
This course was originally taught as company Law & commercial Practice and later changed
to company law practice, and now redesigned to Corporate Law Practice, to ensure adequate
coverage of other Corporate Law Practice areas and focus on practical applications of the
rules. Given this background, the objectives/goals of Corporate Law practice are:
· To guide the students on the processes of registering different types of business and non-
business organizations, noting the necessity for taking appropriate instruction and
complying with the rules and procedures for registration. Different parties in business/non
business organizations & commercial transactions, according to the needs of the clients and
requirements of the applicable law/rules.
· To enable the students appreciate the effective handling of the functions of Company
Secretary, particularly in respect of Company meetings, filing of Statutory Returns and acting
as Legal Adviser and rendering legal opinion on compliance by the organization with
relevant laws.
· To acquaint the students with the essence of entrenching corporate governance and
responsibilities in corporate management.
· To expose the students to the challenges of modern corporate law practice in respect of
corporate amalgamation, restructure, liquidation and company securities as well as capital
market practices and corporate dispute resolution.

II. INTERFACE WITH OTHER B AR FINAL COURSES:

· Since corporate instructions/opinions are normally one of the chains of steps which many
lead to criminal or civil litigation or negotiated settlement, or professional misconduct trials,
emphasis should be laid on effectively integrating professional ethics, property law practice,
drafting, communication and ADR skills, in the teaching of corporate law practice.
The module detailed contents and lesson plans and case studies are set down week by week
below as follows:

WEEK 3:
TOPIC: 1. AN OVERVIEW OF THE LEGAL FRAMEWORK & REGULATORY BODIES ON
CORPORATE LAW PRACTICE IN NIGERIA.
B. LEARNING OUTCOMES:
1. Identify various laws and regulatory bodies on corporate law practice in Nigeria.
2. List the regulatory bodies.
3. Procedure for accreditation and registration with the regulatory bodies.
4. Complete the forms required for accreditation with the regulatory bodies.
5. Identify ethical issues arising in choice of business and non- business organization
C. CONTENT:
1. Principal laws, subsididary legislations and regulatory bodies on corporate law
practice
2. Features and functions of the regulatory bodies and their relevance to corporate law
practice- CAC, SEC, OSIC (one stop investment centre)
3. Procedure for accreditation with CAC and SEC.
4. Completion of forms required for accreditation and registration.
D. ACTIVITIES.
 1. General overview by the Tutor-
2. Small groups discussion (question and answer) on Laws and the bodies-
3. Random presentation by students-
15 minutes break.
4. Random presentation by students’ continue-
5. Brainstorming on the ethical issues-
6. Assessment by short test-
E. EVALUATION/ feedback and Assignment for the next class-
F: RESOURCES: Power point slides, Course handbooks, recommended textbooks and
Statutes e.g CAMA & ISA.

WEEK 4- TOPIC: CHOICE OF BUSINESS ORGANIZATION AND FORMATION (I)

I: Companies
A. LEARNING OUTCOMES:
1. State the different types of business organisations (companies) that can be registered
and advice on their features and suitability.
2. Prepare a checklist of documents required for registration of companies.
3. Conduct Client interview and apply Client instructions towards preparation of
documents for registration of companies.
4. Indentify the professional responsibilities involved in the formation of a company
B. CONTENT:
1. Types of business organisations that can be registered, and Take instruction from
Client and apply the instruction to prepare of documents required for registration of
companies at CAC.
2. Regulation of choice of corporate name
3. Document required for stamping
4. Documents required to be submitted for incorporation of companies at CAC.
5. Professional responsibility requirements under the RPC
C. ACTIVITIES.
1. Tutor overview-
2. Brainstorm: Students give a checklist of different type of business organisations -
3. Buzz group discussion by students-
4. sample presentation-
5. Role plays by students on client interview (taking instruction for preparation of
documents for registration of companies at CAC –
15 minutes BREAK
6. Question & Answer session.-
D. EVALUATION: Random sampling questions and assignment on E- registration –
E. RESOURCES: Power points slides, flipcharts, relevant texts, and Electronic and Manual
Handbooks.

WEEK 5- 1. CHOICE OF BUSINESS AND NON BUSINESS ORGANISATION AND

FORMATION (2);
i) Business name/partnership and Incorporated Trustee.
LEARNING OUTCOMES:
 1. Identify various types of business and non business Organization (Business
name/partnership and Incorporated Trustee) and their features and suitability-.
2. List a checklist of content of constitution of incorporated trustees and basic terms of
partnership agreement and legal presumptions to be modified in partnership
agreement.
3. Conduct Client interview and apply Client instruction towards preparation of
documents for registration of business name and Incorporated Trustee at CAC.
4. Give a checklist of documents and items required for registration of business and non-
organisation (Business name and Incorporated Trustee) at CAC.
5. Complete statutory forms for registration of business names and incorporated
Trustees.
6. State and draft basic terms of typical simple partnership agreement, and how to
modify legal presumptions in partnership agreement.
7. List and draft the items to be included in the constitution of Incorporated Trustee as
regulated by CAMA.
8. Identify ethical issues arising
A. CONTENT:
1. choice of business and non business organizations- Registered Business Name: Sole
Proprietorship, Partnership and Incorporated Trustee
2. Taking instructions/ client interview towards preparation of documents required for
registration of business name and incorporated trustee and preparation of
Partnership Agreement
3. Checklist of documents/items required to be submitted for registration of the
business name and Incorporated Trustee with CAC.
4. Checklist of the items to be included in the Partnership Agreement and constitution
of Incorporated Trustee.
B. ACTIVITIES.
1. Tutor overview
2. Small group discussion on key features, requirements and documentation for
registration of business name (sole /partnership) and incorporated trustees 25 Commented [O1]: Remove everything about preparation
minutes. of documents from week 5
3. Presentation by students in the groups
15 minutes BREAK
4. Presentations by Students continue.
5. Role Play by students in small group session on conduct of client interview and items
to take instruction on towards preparation of documents for registration of business
name and incorporated trustee.
6. brainstorm on ethical issues arising
C. EVALUATION: Question and Answer.
D. RESOURCES: Power points slides, flipcharts and Electronic and Manual Handbooks.

WEEK 6- TOPIC: PREPARATION OF DOCUMENTS FOR BUSINESS ORGANIZATION AND

NON-BUSINESS ORGANISATION
FORMATION
I: Companies
F. LEARNING OUTCOMES:
 1. Prepare a checklist of documents required for registration of companies.
2. Prepare MEMOART for incorporation of companies
3. Complete statutory forms for companies’ incorporation
Completion of statutory forms and drafting of relevant documents-constitution, public
notice, clauses of partnership agreement for non-business organisations. G. CONTENT:
1. Preparation of documents required for registration of companies at CAC.- Drafting of
MEMOART and completion of statutory forms.
2. Completion of statutory forms and drafting of relevant documents-constitution,
public notice, clauses of partnership agreement for non-business organisations.
3. Regulation of choice of corporate name
4. Document required for stamping.
5. E-registration of companies
6. Refusal of CAC to register an organization- grounds and procedure for challenge
7. Professional responsibility requirements under the RPC
H. ACTIVITIES.
1. Tutor overview
2. Brainstorm: Students give a checklist and prepare sample of memoart and statutory
forms -
3. Buzz group discussion by students-
4. Sample presentation- .
5. Simulation of CAC Registry, stamp duty and e-registration
15 minutes BREAK
6. Completion of statutory forms and drafting of relevant documents-constitution,
public notice, clauses of partnership agreement for non-business organisations
7. Question & Answer session.-
I. EVALUATION: Random sampling questions and assignment on E- registration –
J. RESOURCES: Power points slides, flipcharts, relevant texts, and Electronic and Manual
Handbooks.

WEEK 7-
A. PRE-INCORPORATION MATTERS
B. i. Promotion of Companies and Pre-incorporation contracts
C. LEARNING OUTCOMES:
At the end of the Lesson, students would be able to:
1. State the relevance of promotion activities, who is promoter, duties and liabilities of
promoter, and legal relationship of promoter with the company and remuneration of
promoter.
2. Discuss the incidences, types and features of pre-incorporation contracts (Joint
venture and Shareholders agreement.).
3. Discuss the relationship between Memorandum & Articles and pre-incorporation
Contract.
4. List the contents of Shareholders Agreement, Joint venture Agreement and
commercial Memorandum of understanding.
5. Draft Pre-incorporation contracts.
6. Identify ethical issues involved in pre-incorporation matters.
C. CONTENT:
1. Promoter and Nature of Promotion activities, duties and liabilities of promoter.
2. Legal relationship of promoter with the company, remuneration of promoter
3. Types and feature of different pre-incorporation contracts (Joint venture and
Shareholders Agreements)
4. Drafting of Pre-incorporation contract
5. Ethical issues involved
D ACTIVITIES:
1. Tutor gives an overview by way o f plenary discussion on promotion activities, duties
Responsibilities and liabilities of promoter- 40 minutes.
2. Students list the type of promotion activities/pre-incorporation contracts familiar
with that take place before formation of Company- 20.minutes.
3. Small group discussion by students on features of pre-incorporation contracts e.g
(Joint Venture Agreement/ Share Holders Agreement/ Memorandum of
Understanding in commercial transactions) and drafting of samples. – 50 minutes
15 minutes BREAK.
4. Students in groups present samples of draft pre-incorporation contracts-50
minutesinutes
5. Brainstorming on ethical issues arising- 15 minutes
E. EVALUATION: Questions and answers/Assignment. -35 minutes.
F. RESOURCES: Power point slides, texts, Course hand books and Flip charts.

WEEK 8.
TOPIC: POST-INCORPORATION MATTERS
a. Preliminary Steps before Commencement of Business
b. Conversion of Companies and Alteration of Registered Documents
A. OUTCOME:
1. Identify the necessity and legal requirements for publication of Name, and
significance for distinction between Corporate name and trade name
2. prepare a checklist of statutory books and their uses
3. identify the necessity and procedure for alteration of registered documents
4. Prepare board and company resolutions and other relevant documents in respect of
the alteration of status of registered companies (conversion)
5. Prepare necessary documents relating to amendments/alteration of registered
documents.
6. Conduct corporate searches and prepare report
7. Identify ethical issues arising in post-incorporation matters
C. CONTENT
1. Checklist of relevant statutory books and preliminary steps before commencing
Business.
2. publication of name
3. corporate searches
4. conversion of companies
5. alteration of registered documents- types and procedures
 6. ethical issues arising in post-incorporation matters
D. ACTIVITIES
1. Overview by Tutor statutory books and preliminary matters before commencing
business, relevant statutory books and corporate searches-
2. small group discussion on relevant statutory books and preliminary matters, and
corporate searches -
3. prepare checklist of statutory books and corporate search report- 20 minutes
4. sample presentation by the groups -
15 minutes BREAK
5. Tutor overview on conversion of companies and alteration of registered documents-
30 minutes
6. Preparation of documents of conversion and alteration by the small groups- 30
minutes
7. Presentation by the small groups-30 minutes
8. Brainstorming on ethical issues arising in post –incorporation matters-10 minutes
E. EVALUATION- Question & Answer- 20 minutes
F. RESOURCES: Power point slides, flipcharts, CAMA and recommended text books.

WEEK 9- FOREIGN PARTICIPATION IN NIGERIA N BUSINESS SECTOR

B. OUTCOMES:
1. Identify the various laws regulating participation in business in Nigeria by foreigners.
2. Indentify companies / entities exempted from registration.
3. Identify the difference between foreign direct investments and foreign portfolio
investment.
4. List the various incentives, permits and approval available under the law to
encourage foreign participation in business in Nigeria.
5. Draft documents to be submitted to the relevant government agencies seeking reliefs
and Approval on behalf of companies.
6. Give a checklist of documents to be attached in support of application to relevant
Regulatory Agencies (NIPC, NOTAP & Immigration)
C CONTENT:
1. Various laws regulating foreign participation in business in Nigeria.
2. Government agencies regulating foreign participation in business in Nigeria and their
features.
3. Types of companies that can be exempted from registration and steps involved in
applying to Relevant government agencies.
4. Permits/Approval/Reliefs/Incentives available under the law to encourage foreign
participation.
5. Application for permits/approval /reliefs to relevant regulatory bodies
D ACTIVITIES:
1. Tutor overview on the various laws regulating foreign Participation in Nigeria and
type of companies exempted from registration-
2. List different laws regulating foreign participation in business in Nigeria.-
3. Small group discussion by students on steps and requisite documents involved in
applying for /incentives/reliefs/approvals, with sample presentation by each group-
15 minutes break.
 4. Tutor overview on requisite permits/approval/reliefs/incentives/approval
5. Drafting of documents/application for exemption
E. EVALUATION: Questions and Answers and Assignment on case study N0 2 as modified.-
F.RESOURCES: Handbook, power point slides, relevant statutes and recommended
textbook.

WEEK 10- CORPORATE GOVERNANCE (I):

LEGAL FRAMEWORK, CONCEPTS AND INTERNATIONAL BEST PRACTICES IN
CORPORATE GOVERNANCE
A. LEARNING OUTCOME:
1. Identify the legal framework and codes of corporate governance in Nigeria
particularly the code of corporate governance for public companies and code of
corporate governance for banks Commented [O2]: Tutors should draw the attention of
2. Discuss various theories and international best practice of corporate governance- the the students to all the codes applicable in Nigeria including
that for Microfinance and for Insurance companies but
Agency theory, economics theory, (stockholder and stakeholder holder theories) should dwell on the code for banks and for public
3. Discuss the legal status and impact of Corporate Social Responsibility in corporate companies.
governance.
4. Identify ethical issues arising in corporate governance- officers of companies
B. CONTENT.
1. Meaning and relevance of corporate governance and overview of different segments
of corporate governance to be discussed in details in corporate governance (2)-(5)
lessons.
2. Legal framework and codes of corporate governance
3. Theories and best practice of corporate governance.
4. Corporate Social Responsibility and its impact on corporate governance
ACTIVITIES:
1. Tutor presents an interactive overview on meaning and relevance of corporate
governance, Legal framework and codes of corporate governance, Theories and best
practice of Corporate Governance. Corporate Social Responsibility and its impact on
corporate governance,
2. Tutor highlights different components of corporate governance to be discussed in
lessons 2-5 of corporate governance, and emphasize how the topics relate in
corporate governance structure.. – 40 minutes.
3. Students familiarize with codes of corporate governance and components of
corporate governance.
15 MINUTES BREAK.
4. Students brainstorm on the application of the of the codes to the provisions of CAMA Commented [O3]: The activity after break for week 10 is
and other laws. same as that on week 11
5. Discussion by Students in small group session on case study involving operation of Commented [O4]: Tutor is here expected to marry the
corporate governance. provisions of the codes with extant laws and what is
obtainable in practice.
6. Students brainstorm on other industry based codes
E. EVALUATION: Questions and Answers- 10 minutes.
F. RESOURCES: Power point slides, flipcharts, CAMA, and corporate governance codes and
texts

WEEK 11- CORPORATE GOVERNANCE (2):

OFFICERS OF COMPANY-(DIRECTORS AND SECRETARY)
A. LEARNING OUTCOME:
1. Identify how Directors and company Secretary are appointed.
2. Identify types, duties,, election, retirement, removal of directors and secretaries
3.
4. List duties of Directors and Secretary in Corporate Governance.
5. Identify the breaches of statutory duties and processes for enforcement/remedies.
6. Complete the various statutory forms and Draft resolutions for appointment/removal
of Directors and Secretary, notice of first board of directors’ meeting.
B. CONTENT.
1. Directors- types, duties, appointment, election, retirement, removal.
2. Secretary- , appointment, duties, dual status and removal.
3. Breach of statutory duties and processes for enforcement/remedies.
4. Drafting of resolution for appointment and removal of directors, and company
secretary, notice of first board of directors’ meeting.
C. ACTIVITIES.
1. Tutor presents an interactive overview on types, appointment, duties and removal of
Directors - 40 minutes.
2. Students prepare checklist of types and duties of directors - 20 minutes.
3. Discussion by Students in small group session on case study 2 as modified on the
Appointment and removal of Directors and Secretary -20 minutes
4. Sample presentation by each group - 40 minutes
15 MINUTES BREAK.
5. Students prepare checklist of types of duties of Secretary - 20 minutes.
6. Discussion by Students in small group session on case study 2 as modified on the
appointment and removal of Secretary -20 minutes
7. Small group exercise on drafting of resolution for appointment/removal of directors
and secretaries based on case study 2 as modified with sample presentation by each
group - 40 minutes
8. Students simulate holding of board/general meeting for removal of
director/secretary based on case study 2 as modified - 20 minutes
9. Brainstorming on Ethical issues in the appointment, duties, and removal of directors
and secretary- 20 minutes.
E. EVALUATION: Questions and Answers- 10 minutes.
F. RESOURCES: Power point slides, flipcharts, CAMA and recommended text books.

WEEK 12- CORPORATE GOVERNANCE (3) :

(MEMBERSHIP, MEETINGS & RESOLUTIONS).
B. LEARNING OUTCOME:
1. Identify various ways of acquisition of membership of company
2. Cessation of membership
3. Identify types o f company meetings and resolutions
4. Prepare the relevant documents of company meetings.
C. CONTENT
1. Overview by Tutor on membership, meetings and Resolutions.
2. Checklist of becoming a member and the types of meetings and Agenda of Meeting.
 3. Cessation of membership
4. Preparation of meetings and Proceedings of meetings-Notices, Agenda, venue, voting,
quorum, attendance, Minutes of Meeting, and different types of company resolutions.
5. Ethical issues involved in company membership, meetings and resolutions.
D. ACTIVITIES.
1. Tutor presents an overview on becoming member, types of meetings, preparation
and proceedings of meetings and resolutions.
2. Students list types of membership, meetings and resolution- 10 minutes.
3. Discussion by students in small group session of the modified exercise in case study
2 or other case studies in respect of company meetings and proceedings -15 minutes
4. Sample presentations by each group on the legal issues involved in the exercise - 40
minutes
5. Drafting by students in small group sessions of Notice / Agenda of AGM and relevant
Resolutions.-20 minutes
6. Simulation of AGM of a typical public company
15 MINUTES BREAK.
7. Sample presentation –40 minutes
8. Simulation of AGM of a Company -40 minutes
9. Consideration of ethical issues arising – 10 minutes
E. EVALUATION: Questions & Answers.- 10 minutes.
F. RESOURCES: Statutory forms, Electronic Handbooks, Power point slides/flip charts and
recommended textbooks.

WEEK 13- CORPORATE GOVERNANCE 4:

FINANCIAL STATEMENTS, AUDITS AND ANNUAL RETURNS
A. OUTCOMES
1. Indentify various aspects of financial statements and persons entitled to receive
Financial statement, and consequences and remedies for breach
2. Identify the procedure for appointment, duties and liabilities, resignation and
removal of Auditors and who can be an Auditor
3. State the composition and function of Audit Committee
4. Filing of Annual Return forms and
5. Discuss the consequences for failure to file Annual Returns
ACTIVITIES
1. Tutor overview on Audit , financial statement and annual return-30 minutes
2. small group discussion on audit, financial statement and annual-20 minutes
3. sample presentation- 30 minutes
4. filling and presentation of annual return form- 30 minutes
5. brainstorming and presentation on ethical issues on publication of financial
statement-10 minutes
15 minutes-BREAK
6. overview of financial statements, Audit and Annual Returns-30 minutes
7. small group discussion on qualification, appointment, removal and resignation of
Auditor -20 minutes
8. presentation -30 minutes
9. small group discussion on financial statement, audit and annual returns-10 minutes
 10. Evaluation-Q& A

WEEK 14- CORPORATE GOVERNANCE 5:

MAJORITY RULE, MINORITY PROTECTION AND INVESTIGATION OF COMPANIES.

A. OUTCOMES
1. Identify the principles of Corporate Sovereignty and the scope of the Rule in Foss V.
Harbottle.
2. Discuss various ways minority protection actions can be constituted/formulated
3. Prepare relevant petitions to CAC, resolutions and Court processes relating to the
Institution of minority protection actions at the Federal High Court
4. Apply the procedure for litigating minority protection suits.
5. Discuss the necessity, procedure and consequences of investigation of company

ACTIVITIES
1. overview of minority protection and investigation of companies-: exceptions to
section 299 and other incidents of minority protections in other provisions of CAMA
2. small group discussion on corporate sovereignty and majority rule -20 minutes
3. small group discussion on exception rules in minority protection-10 minutes
4. students’ brainstorming on other incidents of minority protection in the provisions
of CAMA
5. presentation on a checklist of incidents of minority protection under CAMA.
6. presentation -30 minutes
7.
30 minutes-BREAK

8. Prepare relevant petitions to CAC, resolutions and Court processes relating to the
Institution of minority protection actions at the Federal High Court
9. preparation for filing minority protection suits
10. Evaluation-Q& A

WEEK 15- TOPIC: COMPANY SECURITIES 1

(SHARES & DEBENTURES AND ENFORCEMENT OF SECURITIES)
B.LEARNING OUTCOME:
1. Identify and advise on various types of shares with the rights/obligations attached.
2. Classs of shares: authorized shares, issued shares, paid-up shares, etc
3. Issue of shares at premium, par value and discount
4. List the method and procedure for acquisition of shares.
5. State the steps involved on each mode of acquisition of shares.
6. Prepare a checklist of the types of debentures that can be created.
7. State the procedure for perfection, registration and discharge of charges.
8. Prepare a checklist of records a company keeps upon creation of debenture.
9. Complete the relevant CAC Forms (CAC8, CAC9) for debenture transactions.
10. Identify the rights and remedies available to denture holder and enforcement of
securities, particularly by way of Receivership.
C. CONTENT:
1. Overview of types of shares, rights and obligations attached.
2. Classs of shares: authorized shares, issued shares, paid-up shares, etc
3. Issue of shares at premium, par value and discount
4. Modes of acquisition of shares and their features
5. Procedure for allotment/transfer of shares.
6. Debenture –types and their features-.
7. Procedure for perfection and registration and discharge of charges
8. Records kept by company upon creation of debenture/charge.
9. Completion of Statutory Forms for return of allotment, creation and redemption of a
charge.
10. Remedies and enforcement of debentures- receivership and other remedies.

D. ACTIVITIES:
1. Tutor overview on shares and debenture.
2. Classs of shares: authorized shares, issued shares, paid-up shares, etc
3. Issue of shares at premium, par value and discount
4. Small group discussion on acquisition of shares - 20 minutes
5. Sample Presentation by each group
15MINUTES BREAK.
6. Small group discussion on debenture - 20 minutes
7. Sample Presentation by each group- 20 minutes
8. Preparation of checklist of procedure for perfection, registration and discharge of
charge - 10 minutes.
9. Preparation of checklist of records to be kept by the company on the creation of
debenture/charge- 10 minutes.
10. Drafting and presentation - filling of transfer form, return of Allotment and
Resolutions- 30 minutes.
11. Brainstorming and presentation on ethical issues involved in shares and debentures-
20 minutes
E. EVALUATION: Questions and Answers and random question by tutor- 10 minutes.
F. RESOURCES: Power point slides, Flipcharts, recommended textbooks/E-handbook.

WEEK 16.
A. TOPIC: COMPANY SECURITIES 2:
(FLOATATION OF SECURITIES AND COLLECTIVE INVESTMENT SCHEMES)-
1. Public Offer/ Sale of Securities/Collective Investment Scheme.
2. Capital Market Practice and Procedure.

B. LEARNING OUTCOMES:
1. List the methods of public offer/sale of securities-Direct offer, offer for sale &
placement.
2. Identify and list the steps and procedure involved in floatation of shares in the capital
Market.
3. State the legal nature of collective investment schemes and their significant difference
from shares and other form of investments.
 4. List the procedure for creation and management of collective investment scheme.
5. Identify the roles of Solicitors in capital market transaction.

C. CONTENT.
1. Modes of public offer and sale of securities of –shares, debenture, GDR and bonds.
2. Steps and procedure for flotation of shares, debentures, GDR, bonds in the capital
market.
3. Collective investment scheme/organs of collective investment scheme.
4. Procedure for creation and management of collective investment scheme.
5. Role of Solicitors in capital market transaction.

D. ACTIVITIES.
1. Tutor overview-40 minutes
2. Students list mode of flotation of shares, GDR and bonds – 20 minutes.
3. Small group discussion on modes of flotation of securities- 20 minutes
4. Sample presentation by students- 20 minutes
15MINUTES BREAK.
5. Tutor overview on the creation and management of collective investment scheme. –
30 minutes.
6. Students lists types and features of collective investment scheme-10 minutes
7. Group discussion on modes of creation and regulation of mutual funds, real estate
funds, unit trust scheme, and community scheme- 20 minutes
8. Sample presentation – 30 minutes
9. Brainstorming on the role of solicitor in capital market transaction distinction
between investing in share and collective investment scheme -20 minutes
10. Brainstorming on ethical issues in floatation of securities- 10 minutes

E .EVALUATION: Random questions by tutors and questions and answers- 10 minutes.

F. RESOURCES: SEC Rules, I.S.A, Power point slides, texts and E-handbook.

WEEK 17
A. TOPIC: CORPORATE RESTRUCTURING 1
(INTERNAL OPTIONS)

B. LEARNING OUTCOME:
1. State the options available for corporate restructuring.
2. Identify the relevant bodies concerned with the regulation of corporate restructuring.
3. List the types and procedures involved in internal corporate restructuring.
4. Draft the relevant documents for corporate restructuring.

C. CONTENT:
1. Types of corporate restructuring-options.
2. Steps and procedures for corporate restructuring.
 3. Regulatory bodies concerned with corporate restructuring.

D. ACTIVITIES:
1. Tutor overview.-30 minutes
2. Students to list various options of corporate restructuring and regulatory bodies -20
minutes.
3. Brainstorming on the internal options
4. Students in small groups to write a legal opinion on the appropriate option for
corporate restructuring based on case study 2 as modified– 20 minutes.
5. Sample presentation of the draft legal opinion –40 minutes.
15 MINUTES BREAK
6. prepare checklist of relevant documents and draft resolutions involved in internal
restructuring- 30 minutes
7. Students present sample presentation on the checklist and drafts. – 15mins
8. Brainstorming on ethical issues in internal restructuring- 10 minutes

E. EVALUATION: Questions and Answers -10 minutes.

F. RESOURCES: Precedents, power-point slides, flip charts, texts, etc.

WEEK 18- CORPORATE RESTRUCTURING2 –

(EXTERNAL OPTIONS)
B. LEARNING OUTCOMES: At the end of the lesson, the students should be able to:
1. List the options in external restructuring
2. State the Regulatory roles of the Securities and Exchange Commission and other
relevant regulatory institutions in external restructuring- merger; take over,
management- buy- out and purchase – and – assumption.
3. Identify the steps and procedure involved in external restructuring.
4. Compliance with professional responsibility and disclosure in external restructuring

C. CONTENT:
1. Options in external corporate restructuring.
2. Regulatory role of the SEC and other Institutions involved in external corporate
restructuring.
3. Procedure and steps involved in external restructuring.
4. Professional responsibility and obligation in ensuring adequate disclosures in the
Scheme documentations.

D.ACTIVITIES:
1. Interactive overview on the rationale, definition of terms and the legal framework
for external restructuring – 1 hour.
2. Group discussion on the options in external restructing-20 minutes.
3. Presentation - 40 minutes.
15MINUTES BREAK.
4. Small group discussion by students on Case study - Wadata & Sons Nig. Ltd case. - 10
minutes
5. Presentation- 20 minutes.
 6. Brainstorming on regulatory bodies involved in external corporate restructuring and
their roles – 10 Minutes.
7. Drafting exercise: pre-merger Notice, Merger application and application to Court –
20 Minutes.
8. Drafting of checklist of items in merger and take over schemes – 20 Minutes
9. Sample presentation – 20 Minutes
10. Brainstorming on ethical issues arising from internal restructuring-10 Minutes

E. EVALUATION: Questions and Answer session. -10 Minutes

F. RESOURCES: Power point projector, flip charts, texts, stationeries.

WEEK 19- TOPIC: COMPANY PROCEEDINGS AND INVESTMENT DISPUTES

RESOLUTION
A. LEARNING OUTCOME:
1. Identify suitable applications for company’s proceedings.
2. State the alternative dispute resolution options available to companies in lieu of
litigation.
3. Draft the heading and prayer clause of an Originating Summons and Petition for
winding up.
4. Evidential issues in companies proceedings- authentication of documents, companies
contract, common seal and official seal.
5. Valid service of court processes and documents on companies
6. Draft and incorporate alternative dispute resolution clauses in commercial
agreements involving companies.
7. Identify ethical issues involved in company proceedings

B.
1. identify incidence of investment dispute
2. State the jurisdiction, powers and functions of the IST in investment dispute
resolution
3. Identify suitable applications to court in respect of investment disputes resolution.
4. State the ADR options available to parties to investment disputes in place of litigation.
5. Draft and incorporate alternative dispute resolution clauses in investment
agreements.

C: CONTENT:
1. Procedural rules in company proceedings.
2. Modes of application for court proceedings involving companies. (Originating
Summons, Originating Motion & Petition
3. Jurisdiction of Federal High court in company proceedings.
4. ADR as alternative in the resolution of disputes involving companies.
5. Service of processes and documents on companies.
 6. Evidential issues in companies’ proceedings- authentication of documents,
Companies contract, common seal and official seal
C.
1. Nature of investment disputes.
2. Jurisdiction, powers and functions of courts and tribunals in resolution of investment
disputes.
3. Modes of commencing court actions in investment disputes.
4. ADR options in the resolution of investment disputes.
.
D. ACTIVITIES.
1. Tutor over view- 30- minutes
2. Students give a Checklist of relevant rules, modes of commencing company
proceeding 15minutes
3. Students role played the case study 2 as modified on company Proceedings or other
Case Studies. -40 minutes.
4. Discussion by students on the role plays 35minutes.
15MINUTES BREAK.
5. Small group discussion on jurisdictions sample presentation on the jurisdiction,
powers and functions of courts in investment disputes resolutions– 20 minutes
6. Group discussion and sample presentation on the jurisdiction, powers and functions
of the Investment and Securities Tribunal in resolution of investment disputes
resolutions – 20 minutes
7. Sample presentation by each group- 30 minutes
8. Drafting exercises on headings and reliefs of an Application -30 minutes.
9. Assessment of the draft by student- 20 minutes
10. Brainstorming on ethical issues in company proceedings and investment disputes
resolution- 10 minutes
E: EVALUATION: Question and Answer -10 Minutes
F: RESOURCES: PowerPoint Projector. Flip Chart, texts, Statute books, FHC Rules and 1ST
Rules, NIPC ACT.

WEEK 20- WINDING UP AND DISSOLUTION OF BUSINESS AND NON-BUSINESS

ORGANIZATIONS
A. WINDING UP OF COMPANIES:
B LEARNING OUTCOME: At the end of this lesson, you will be able to:
1. Identity the significance of the concept of winding up of companies.
2. List the various types and features of winding up under CAMA.
3. Identify the various officers and rules governing the winding up and dissolution of
companies in Nigeria. .
4. Identify the relationship between winding up and dissolution of companies
5. Identify ethical issues in the winding up of companies.
C. CONTENT:
1. Legal effect of winding up and dissolution of company.
2. Types of winding up recognized by the Companies and Allied Matters Act
3. Officers involved in winding up.
4. Applicable Rules for the Winding up of Companies
 5. Procedure for different types of winding up of companies.
6. Ethical issues involved in company winding up
D.ACTIVITIES:
1. Tutor overview on company winding up- 40 minutes
2. Students prepare a checklist of types of winding up, various rules and officers
involved in company winding up-15minutes.
3. Role play on one of the grounds for winding up a company as contained in the case
study 2 by students- 45 minutes.
4. Discussion by students based on the role play- 20 minutes
15MINUTES BREAK.
5. Simulation of court proceedings on winding up a company by students based on case
study 2.- 35 Minutes
6. Discussion by students in small group session and drafting of winding up resolution,
declaration of solvency and petition for winding up -30 minutes
7. Sample presentation by each group.- 30 minutes.
8. Brainstorming on ethical issues arising from winding up of company- 10 minutes
E .EVALUATION: Questions & Answers- 15mins.
F: RESOURCES:
PowerPoint Projector, flip Chart, Statute books, Winding up Rules and SEC Law Report.

B. TOPIC: DISSOLUTION OF BUSINESS AND NON –BUSINESS ORGANIZATION 2:

(BUSINESS NAME, PARTNERSHIP, INCORPORATED TRUSTEE)
B. LEARNING OUTCOME: At the end of this lesson, you will be able to:
1. List the procedure and steps for dissolution of partnership/ business name and
incorporated trustee
2. List the various rules governing the dissolution of companies as distinct from
Incorporated Trustee
3. Identify ethical issues in the winding up and dissolution of incorporated trustees,
partnership/business name.
C.CONTENT:
1. Rules for winding up and dissolution of incorporated trustees
2. Procedure for the dissolution of Incorporated Trustee.
3. Procedure for dissolution of partnership and business name
D. ACTIVITIES.:
1. Tutor overview on dissolution of partnership/ business name– 40 minutes
2. Students prepare a checklist steps and procedures in winding up and dissolution of
incorporated trustee and dissolution of business name/Partnership- 20 minutes
3. Presentation by small groups- 30 minutes
4. Small group discussion by Students- 30 minutes
15MINUTES BREAK.
5. Tutor over view on dissolution of incorporated trustee – 40 minutes
6. Role play on the dissolution of incorporated trustee- 40 minutes
7. Drafting of relevant resolutions and document – 20 Minutes
E: EVALUATION: Question and Answer (10 Minutes)
F: RESOURCES: Flip charts, Course hand books, Statute.
CASE STUDIES
CASE STUDY 1:
At the recently concluded Abuja International Trade Fair, Abdullah Ibn Seikh and Abubakri
Amin, Malaysian businessmen signed an M.O.U. with Chief Nosakhire Iyare, the Sole
Proprietor of Nosak Palm Produce (Nig.) Enterprises towards the formation of Nigerian
Limited Liability Company. The Malaysians are eager to know the position of the Nigerian
Law on participation by non-Nigerians in the country’s economy. Part of the agreements in
the M.O.U. is the incorporation of a Company at the CAC with a minimum share capital of 10,
000,000 ordinary share of N1.00 each after signing the usual pre-incorporation documents.
The proposed names of the company are (1) Gold Palms (Nig) Ltd or (2) West Coast Palms
(Nig) Ltd. For the purpose of the incorporation, the subscribers to the memorandum and
article of association will also be the first Directors. Their particulars are:

1) Chief Nosakhide Iyare, (73 years), 2,000,000 (ordinary shares) out of which 40% will
be paid for through the provision of its business premises at No1 Ikpoba Road, Benin
City, Edo State, as office accommodation for the company when formed.
2) Abdullah Ibn Seikh (31 years) 5,000,000 (ordinary shares)
3) Abubakri Amin (17 years) 3,000,000 (ordinary shares).

The Malaysians are very optimistic that the Nigerian Company will gain immensely from
their wealth of experience in Palm Produce business and are therefore looking forward to
increasing the share capital and converting to a Public Company to take advantage of the fast
growing Nigerian capital market all within five years of incorporation.
They desire to know the procedure and cost implication ahead of time.
The Directors are also desirous of knowing the sources and types of Company capital in
Nigeria as well as the procedure for the various restructuring options available to:
1) Private Companies in Nigeria and
2) Public Companies in Nig eria.
Directors also want to know the procedure and cost implication of registering a non-profit
organization to enable their Company fulfill the CSR statutory obligations now imposed on
Public Companies operating in Nigeria.
Five years after incorporation as a Public Company, Gold Palms (Nig.) Plc. employed
Abdullah Ibn Seikh as managing Director and Miss Fyneface Adah, a lawyer as Company
Secretary. Six months after the Managing Director, gave the Company Secretary a sack letter
for failing to honour a dinner date at Transcorp Hilton. The Board of Directors is bent on
removing the MD which they believe will also automatically operate as his removal from
office as a Director in the Company because of his insubordination and overbearing
disposition to the Board of Directors. Mr. Abdullah has been served a letter to this effect.
As a result of the internal wrangling of the Board of Directors, the Company suffered series
of financial losses that has prevented it from servicing the N1 Billion syndicated loan facility
advanced to it by Zenith Bank (Nig.) Plc. Intercontinental Bank (Nig.) Plc and Skye Bank
(Nig.) Plc; The Banks have resolved to exercise their rights as
Creditors to wind up the Company and apply the proceeds to satisfy their outstanding loans
and accrued interest.
As one of the young lawyers in the law firm engaged by the persons involved, identify the
legal issues arising from the above scenario and proffer appropriate legal remedy within the
confines of the Nigerian Corporate Law and Practice.

CASE STUDY 2
Alhaju Aminu Wadata carried on the business of importation and sale of sugar in Kano under
the name of Wadata and Sons. Due to expansion of the business, he has decided to establish
a Sugar factory in Wadata, a village in Kano State. His first son, Bala wo holds an MBA from
Harvard has prevailed on his father to incorporate a private company limited by shares to
take over the business carried on by Wadata and Sons. In addition, Bala has been able to
persuade two of his foreign friends to take part in the business.
The new company is to begin with a share capital of N5b divided into 5 billion ordinary
shares of N1.00 each. The business of Wadata and Sons is to be acquired by the new company
for the sum of N2.5b for which shares of that value is to be credited as fully paid up shares.
While Bala and his 17 old sister would take 450 minutes and 50 minutes shares respectively.
The remainder of the shares would be subscribed to equally by Bala’s friends Ken Wood, an
American and Richard Stone, a Briton. In addition, Ken Wood has promised to bring in loan
from an American Bank to shore up the capital base of the Company
1) As the legal adviser to Alh. Aminu Wadata, explain to him the steps you will take to
register the new company
2) What other issues would you have to ask for clarification in order to register the new
company
3) Draft the memorandum of association of the company showing the first two object
clauses
4) Outline the fiscal advantages that may accrue in Ken Wood’s plan to bring in the
foreign loan
5) Explain the extant laws relevant to the participation of Wood and Stone in this
venture
6) Itemise all the documents that you would need to file in order to register the company
After Wadata and Sons Limited was incorporated, it was discovered that the capital of the
company was insufficient to run the business as planned. In order to raise capital from the
public, it was suggested that the company be re-registered as a public company. However,
Alh. Aminu prefers that the name of the company be changed to Wadata International
Limited. In addition, he was of the opinion that they should include sale of salt in the business
of the company. State the procedure you would adopt and the documents you would file in
the following circumstances:
a) In effecting the re-registration from Wadata and Sons Limited to a public company
b) Assuming they decided to change the name of the Company to Wadata International
Limited
c) Assuming they decided to include the sale of salt as part of the business of the
company.
As a result of the company’s decision to go public, Richard Stone signified his intention to opt
out of the company. He indicated that he has concluded agreement to sell his shares to Mr.
Ali Bambur, a Ghanaian friend of his. His decision did not go down well with Bala Wadata
who has now moved that Richard Stone’s shares be transferred to his elder brother, Sale
Wadata and Mr. stone be removed as an Executive Director with immediate effect.
 i) Explain what steps Mr. Stone would take to effect the transfer of his shares. Assuming
he is transferring only 50% of his shares, would the procedure be the same?
ii) State the detailed steps required to remove Mr. Stone
The company had embarked on an ambitious project of setting up a world class sugar factory.
For this purpose, it borrowed S5M from Nat-West Bank Ltd., to finance the setting up of its
factory. Unfortunately, the company could not obtain the much needed raw material i.e.
sugarcane as a result of draught that persisted. In addition the government has since lifted
the ban on importation of sugar. The loan taken from the Nat-West Bank had become due for
payment since December 2005. The company is considering winding up the company
1. (a) Briefly discuss the various types of winding up provided for under the CAMA
(b) Assuming the North West Bank Ltd wants to get their own man apart from the
directors to run the company, how will they achieve their aim.
2. (a) Draft the statutory letter of Demand
(b) State the procedure that is to be adopted to enable the Bank have a upper hand in the
winding up process
3. a) Who are the persons that may bring a winding up petition
(b) Draft the resolution where the company requires that its affairs be wound up by the
court
4. a) Assuming the company is able to pay its debt, state the procedure where it intends to
wind up the company
5. (b) Draft the necessary Declaration
6. (a) Mention the steps you will take in presenting a winding up petition
(b) Distinguish between
a. Official Receiver and a Receiver
b. Provisional Liquidator and Liquidator
7. Draft the Petition for winding Up