COMPANY PROCEEDINGS

Question 1

What are company proceedings?

Answer 1

The court proceedings of a company

Question 2

What are some of the governing laws or procedural rules for Company Proceedings?

Answer 2

Company Proceedings Rules 1992
The Companies Winding Up Rules 2001
Securities and Exchange Commission Rules 2013
Investments and Securities tribunal Procedure Rules 2003
Federal High Court Act
Investment and Securities Act 2007
Companies and Allied Matters Act
Federal High Court Civil Procedure Rules 2009

Question 3

Which court has jurisdiction in company proceedings?

Answer 3

The Federal High Court has exclusive jurisdiction in company proceedings and administration of CAMA
Section 251 CFRN

Question 4

Which court(s) or tribunal(s) has jurisdiction to hear investment disputes?

Answer 4

The Administrative Proceedings Committee
AND
The Investments and Securities Tribunal

Question 5

What is The Administrative Proceedings Committee?

Answer 5

A body established by Investment and Securities Act for the purpose of resolving disputes between parties to a capital market dispute

Question 6

What is the limit for appealing decision from the Administrative Proceedings Committee?

Answer 6

Appeals may be made within 30 days the decision

Question 7

What subject matter does the Investment and Securities Tribunal have jurisdiction over?

Answer 7

It has original and appellate jurisdiction over capital market disputes

Question 8

How many members are there in the Investment and Securities Tribunal?

Answer 8

3 members

Question 9

What is the length of proceedings in the Investment and Securities Tribunal?

Answer 9

90 days

Question 10

How is the appellate jurisdiction of the Investment and Securities Tribunal exercised?

Answer 10

In respect of appeal from the Administrative Proceedings Committee of SEC

Question 11

Where do appeals against judgements from the Investment and Securities Tribunal lie?

Answer 11

To the Court of Appeal on POINTS OF LAW ONLY

Question 12

What is the time frame for appeals from the Investment and Securities Tribunal?

Answer 12

Within 30 days of the date on which the order was made

Question 13

How are judgments of the Investment and Securities Tribunal enforced?

Answer 13

They are registered with the Chief Registrar of the FHC and enforced as if it were a judgement of the FHC

Question 14

What are the modes of commencing company proceedings?

Answer 14

1. Originating Summons
2. Originating Motion
3. Originating Application
4. Writ of Summons
5. Petition

Question 15

What is the procedure for resolution of investment disputes under the NIPC Act?

Answer 15

(Same as foreign participation) - Section 26 NIPC Act

1. All efforts shall be made to reach an AMICABLE SETTLEMENT of the dispute through MUTUAL DISCUSSION
2. If an amicable settlement cannot be reached, the dispute may be submitted for ARBITRATION by the foreign investor within the framework of any bi-lateral or multilateral AGREEMENT to which both countries are parties
3. If there is no such existing agreement, parties may SETTLE the dispute in accordance with any (INTER)NATIONAL MACHINERY for settlement of investment dispute agreed upon
4. Where parties cannot agree on the method by which the dispute should be resolved, INTERNATIONAL CENTRE FOR SETTLEMENT OF INVESTMENT DISPUTE (ICSID) RULES shall apply

Question 16

What is the subject matter for commencing company proceedings by Originating Summons?

Answer 16

1. All proceedings involving companies except matters to be commencing by originating motion and petition

Question 17

What is the subject matter for commencing company proceedings by Originating Motion?

Answer 17

1. Appointment of inspector to investigate a company
2. Inquiry into refusal to produce document or respond to summons by Investigator
3. Extension of time to file documents at CAC
4. Declaration of dissolution of company not wound up void
5. Rectification of company’s register of members
6. Caesura of imposition of restrictions on shares
7. Relief from consequences of default in conditions for LTD

Question 18

What is the subject matter for commencing company proceedings by Originating Application?

Answer 18

All origination processes at the Investment and Securities Tribunal

Question 19

What is the subject matter for commencing company proceedings by Writ of Summons?

Answer 19

Proceedings in the FHC concerting the operation of the CAMA where no provision is made in the Rules

Question 20

What is the subject matter for commencing company proceedings by petition?

Answer 20

1. An order for cancellation of a company’s amended objects
2. An order cancelling the alteration of certain condition in a company’s memo
3. Cancellation fo special resolution passed to re-register a plc -> Ltd
4. Application to confirm issuance of shares at a discount
5. Confirmation of reduction of share capital
6. Cancellation of variation of right attached to any class of shares
7. Relief on the ground that the affairs of a company are being conducted in an illegal or oppressive manner