Theses completed in 2010 or later are listed below. Please note that there is a 6-12 month delay to add the latest theses.
Environmental, social and governance (“ESG”) is one of the corporate-level responses to the sustainability challenges prevalent across the globe. ESG introduces an expanded framework for risk management and strategy development. It calls on directors to consider a corporation’s ESG risks and opportunities impacting corporate financial performance and society-at-large over the long term for the purpose of developing a more sustainable and resilient corporation. However, the boundaries of existing corporate governance mechanisms are likely to impact integration of ESG at the corporate level. Through a comparative analysis of the business judgment rule (the “BJR”) in Canadian, German, and Delaware corporate governance, this thesis examines how the level of deference and protection the court affords to a director’s decisions will influence the corporate adoption and integration of ESG. This thesis finds: (i) the Delaware BJR affords the greatest deference, resulting in the fewest obligations towards how a director responds to ESG risks while creating the largest space to pursue ESG opportunities; (ii) the Canadian BJR affords less deference, increasing a director’s obligations towards how they respond to ESG risks, but creating less space to pursue ESG opportunities; (iii) the German BJR affords a director the least amount of deference, creating more obligations for a director to respond to ESG risks and less space to pursue ESG opportunities; and (iv) across all three jurisdictions, a director receives the greatest protection from liability when addressing ESG risks and opportunities that are material to a corporation from a financial perspective than when addressing ESG risks and opportunities that are material from a societal perspective. The comparison undertaken demonstrates an inherent trade off between obligating a director to respond to a corporation’s ESG risks and creating the leeway for a director to exercise their entrepreneurial discretion to pursue ESG opportunities. Without additional regulation and amendments to the Canadian corporate governance framework focusing on ESG from a financial and societal perspective the BJR, regardless of its formulation, will prevent a director from fully integrating ESG into their decision-making and corporate strategy.
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Informal cross border trade (ICBT) appears to be neglected in trade policy discussions in Nigeria and Africa despite its enormous contribution to income earnings and food security. Regulatory policies often perceive ICBT as a social and economic threat. Hence, government policies often focus on the formal traders, neglecting the challenges encountered by informal cross border traders. ICBT constitutes the bulk of the informal economy and comprises vulnerable, small traders who use informal channels for trade as a result of non-inclusive government policies. Failure to develop regulations and policies that incorporate the realities of informal cross border traders is costly to both the ICBT actors and the government. First, a significant portion of government revenue is lost to ICBT in unpaid customs duties and tax. Second, existing policies continue to exclude traders involved in ICBT, preventing them from benefiting from incentives and other trade facilitation initiatives by the government. Excluding informal cross border traders in trade policy discussions undermines the profitability of cross border trade for all economic actors. This research combines a theory-driven approach with empirical case studies to evaluate the impact of regulatory frameworks on ICBT in Nigeria. Examining the rice import restriction and border closure policies implemented in 2019, this thesis demonstrates that (i) the trade regulatory framework in Nigeria is non-inclusive of ICBT, (ii) hostility and non-inclusion further drives informality in cross border trade in Nigeria, and in Africa, and, (iii) ICBT actors are crucial to building effective trade regulatory frameworks.By identifying the ideological gaps in the current regulatory framework, I propose a reform to the cross border trade regulatory framework in Nigeria. I also identify the gaps in regional trade regulatory frameworks. The empirical case studies corroborate the need for a reform in the approach to cross border trade regulation. The analysis of trade data from the case studies reveals the inadequacy and ineffectiveness of the current framework.
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The unexpected collapse of prominent companies like WorldCom and Enron led many developed countries to pay better attention to corporate governance. Regulators established laws, rules and codes of governance which were to guide corporate behaviour and essentially reduce the occurrence of fraudulent practices. In a bid to forestall future corporate collapses, many regulators across the world often take steps to review extant laws. This drive to foster good corporate governance has, however, not been confined to developed economies. Developing economies like Nigeria also seeking to enhance economic growth realize the importance of corporate governance and are making efforts to develop a corporate governance framework that will stand the test of time. Despite this, Nigeria is not making the desired economic progress. Critics have argued that Nigeria’s corporate laws and governance codes are inadequate and cannot produce the desired results. Accordingly, this thesis seeks to appraise Nigeria’s corporate governance framework with a view to ascertaining if the main challenge is one of inadequacy of laws or of implementation and enforcement.This thesis commences by providing some background concerning corporate governance in Nigeria and Canada, respectively, and subsequently embarking on a comparative analysis of the two systems. Key issues discussed in the OECD Principles of Corporate Governance such as board structure and composition, board relationship with shareholders and stakeholders, board diversity, financial reporting and accountability amongst others are discussed. Findings from the comparative analysis reveal the viability of Nigeria’s corporate governance framework—particularly with the recently issued Nigerian Code of Corporate Governance 2018 and the impending passage of the Companies and Allied Matters Act (Repeal and Re-enactment) Bill 2018. However, key issues relating to the incorporation of technological innovations to corporate processes, appointment of Independent Non-Executive Directors (INEDs) rather than Non-Executive Directors (NEDs) amongst other things need to be addressed. Overall, findings reveal that although there are some loopholes that need to be plugged, Nigeria has a viable corporate governance framework. However, issues relating to corruption, multiplicity of corporate governance codes, inefficient judicial system, weak institutional framework, implementation and enforcement challenges undermine its efficiency.
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