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Periodical article Periodical article Leiden University catalogue Leiden University catalogue WorldCat catalogue WorldCat
Title:The role of target management in a tender offer: the position in Nigerian law
Author:Ogowewo, Tunde I.ISNI
Periodical:Journal of African Law
Geographic term:Nigeria
Subject:company law
Abstract:A hostile tender offer pits incumbent management against the insurgent, and embattled managers have used an array of defensive measures in the fight to keep their seats. The validity and effectiveness of these measures depend largely on the regulatory scheme for tender offers in the particular jurisdiction and the legal duties of the directors. In view of the inherent conflict between interest and duty which directors face in such situations there is 'the omnipresent spectre that a board may be acting primarily in its own interests, rather than those of the corporation and its shareholders'. The present article examines the duties of target directors in the context of a tender offer, as codified in the Nigerian companies statute, the Companies and Allied Matters Act, 1990. In particular, it addresses the question of whether a target's management can validly resist a bidder, and highlights the avenues open to a target shareholder or bidder that wishes to challenge defensive measures if resorted to by management. It finds that under Nigerian law target directors have considerable scope for resisting tender offers. At the same time the Companies and Allied Matters Act of Nigeria also places target shareholders in a strong position to challenge directorial action perceived to be inimical to their interests. Notes, ref.