Division of Powers Between Corporate Organs in Public Companies: A Comparative Perspective

Abstract

An incorporated company has neither body nor mind of its own.  It can only exercise such powers as it possesses through the directors and other organs empowered by the articles to act on its behalf. This paper examines the division of powers between corporate organs in public companies in three jurisdictions, namely, Nigeria, the United States of America and Germany. It states that the German model has marked differences from the Nigerian and American models. It concludes that German corporation law shows more concern for workers as the principle of codetermination demonstrates. However, the management board which is the organ responsible for formulating corporate policy and transacting corporate business is responsible only to a supervisory board rather than to account directly to the shareholders for its conduct as in Nigeria and the United States. It suggests more participation of shareholders and workers in corporate governance in Nigeria.

Keywords: directors, corporate organs, corporate powers, shareholders, supervisors