Company Law (90)
HELD:
"I agree with learned counsel for the respondents that PW1, Nze Edozie Okafor having been removed by the appellant's shareholders as the Chairman of the Board of Directors at the AGM on 9/3/2007 lacked the capacity or locus standi to summon and preside over any subsequent meeting of the Board as chairman until he had successfully challenged that removal.
HELD:
"A rehash of the situation would be captured in the following summation, that so long as "majority of the shareholders" as stated by the PW6 voted the removal of Mr. Edozie Uche okafor (PW1) as the chairman of the company at the AGM of 9/3/2007, that conduct or exercise is in law and by virtue of Section 65 of CAMA deemed to be a lawful act of the company (appellant) itself because in company law, the AGM represents the source of ultimate authority within the corporate governance.
HELD:
"...Once again, I agree with the Respondents. The question in this case boils down to whether the Appellant Company itself was denied fair hearing when the said Edozie Okafor was removed as its Chairman?
HELD:
"At the risk of over flogging, what is now trite in relation to matters within the purview of the Companies and Allied Matters Act, CAMA that the procedure for removal of a director is strictly as provided under Section 262 of CAMA and special notice is required.
HELD:
"The appellant had also raised an issue of the impropriety of the appointment of Maribe Okafor as chairman, he not being a director of the appellant that argument is not sustainable in the light of the provisions of Section 240 (2) of CAMA which provides that a member can be chosen as chairman at an annual general meeting if no director is present.
HELD:
"The strength of the argument of the appellant is that Nze Edozie Okafor was Board Chairman for life under Clause 8(d) of the aforesaid Memorandum and Articles of Association which purported to make Edozie Okafor "Managing Director/chief Executive of the Board of Directors for Life", which is inconsistent with the provisions of the companies and Allied Matters Act.
HELD:
"A combined reading of Sections 214 and 218 of CAMA, the removal, election, appointment of directors etc, constitute one of the ordinary businesses of an annual general meeting.
HELD:
"The claim seeking to nullify the appointment of Maribe Okafor as the Chairman, Managing Director/chief Executive officer, said to be an impostor in view of the life appointment as such of the PW.1 enshrined in Article 80(d) of MEARTA of the Appellant should be the suit at the grievance of the PW.1 who was the ousted Chairman, Managing Director/Chief Executive officer of the Appellant.
HELD:
"Now the issue of the transfer of shares has a procedure under the Companies & Allied Act 2004. It is specially covered by Section 151-157 of the Companies and Allied Matters Act (CAMA) that must be followed.
HELD:
"The status of an incorporated company vis-a-vis its shareholders has been subjected to series of judicial pronouncements. In the often cited English case of SALOMON VS SALOMON & CO. (1887) AC 22, the House of Lords held that the company is in the eyes of the law a person distinct from Salomon who formed the company with his wife and five children. This principle of distinct corporate identity is also applicable to the Nigerian Legal System.