Reconciling the Disconnect between the Statement of Corporate Objective and Corporate Structure under the Nigerian Corporate Law

The matter of the corporate objective is particularly important for its bearing on the duties of directors and their enforcement. Through doctrinal research, this paper explored the disconnect between the statement of corporate objective and the corporate structure supported by the Nigerian corporate law. While the law requires the company director to consider the best interests of the company in making corporate decisions, thereby suggesting an entity maximisation approach to management, the law has further set corporate structure against this end by arming only the board of directors and the general meeting with leverage to participate in, as well as influence, the decision making process, to the exclusion of company employees, who have also been identified as entitled to the director’s consideration. This arguably helps in perpetuating the shareholder primacy norm. Corporate objective and corporate structure are therefore, not in sync. To reconcile the corporate objective statement with a corporate structure appropriate to it, employees need to be accommodated in terms of participation as well as complainant status, with respect to corporate decisions