CORPORATE GOVERNANCE CONVERGENCE OR DIVERGENCE? AN ANALYSIS OF THE GLOBAL QUEST FOR EFFICIENT CORPORATE LEGAL SYSTEM, THE NIGERIAN ANALOGY

This thesis examines corporate governance as a global phenomenon with intend to find a converging point on corporate governance mechanism which includes corporate legal systems. Using doctrinal methodology, the thesis scrutinizes and identifies corporate governance mechanisms, from the United Kingdom (UK), The United States of America (USA), Germany and Nigeria, employing a comparative analysis. This was done not out of curiosity, but to determine if convergence theory is affirmative through formal or functional or if it is driven by the quest for efficiency. A comparative study was carried out within the designated jurisdictions to find identicality in regulations, implementation, enforcement and juridical decision on corporate governance. The complexity of corporate legal systems found in these jurisdictions and the dynamism in implementations and judicial processes has led to the confirming position that convergence as a whole or of any kind of corporate governance mechanisms are improbable, Although commonalities in rules are evident due to the identicality of corporate management predicament, jurisdictions have taken separate methodology in resolving same. The research also indicated that jurisdictions from around the globe are on the quest of seeking an effective corporate governance system that will provide for, and translate to economic prosperity. Fundamentally, the research has found considerable contrast between corporate governance mechanisms and implementation of legal theories of corporate status amongst the four chosen jurisdictions mainly as a result of refractions. The thesis also identified the seismic growth of corporations and international commercial transaction across the globe. These have permitted for international organisations such as the Organisation for Economic Co-operation and Development (OECD), European Union (EU), and Commonwealth provides for model corporate governance codes. These codes have depicted efficiency for corporations and jurisdictions when adopted, thus, becoming a magnet point for nation states, regional and international corporations to emulate. Such emulations have mirrored convergence of corporate governance mechanism across the globe, but manifest factors show varying levels ofpractice. The thesis has examined the corporate governance mechanisms in Nigeria, considered its legal and institutional framework to find efficiency. What was manifest was the transplant of laws and rules from other jurisdictions such as the UK and US, and an even greater influence on corporate laws from the United Kingdom. These could indicate convergence on the surface, but there is also, the dysfunctionality of such transplanted laws, evidently, due to the contrast in socio-economic and political antecedents of both jurisdictions. Consequently, the thesis discovers the embryonic nature of corporate governance to the Nigerian economy, this conclusively, can be utilized to deliver a thriving economy.