In the first conversation of our series on commercial law reform in Nigeria, we examine the law reform process in Nigeria. To that end, we unpack the origins of the Companies and Allied Matters Act CAMA 2020, unveiling the activities that led to its enactment.
The Companies and Allied Matters Act (‘CAMA’) 2020 was welcomed with considerable excitement in August 2020, when the President of the Federal Republic of Nigeria signed the Bill into law. Little is known of the origins of this Act, however.
Prof Idornigie SAN led a committee (the ‘Idornigie Committee’) to undertake a comprehensive review of the business regulatory environment in Nigeria.
The members of the Idornigie Committee were:
The Idornigie Committee was commissioned by the 8th National Assembly – Office of the Senate President & Speaker of the House of Representatives. His Excellency, Dr Bukola Saraki (the President of the 8th Senate) commissioned the committee in response to Nigeria’s poor rankings in the World Bank’s Doing Business Report. The activities of the Idornigie Committee were sponsored by the Department for International Development (DfID) through its programs (i) Enhancing Nigeria Advocacy for a Better Business Environment (ENABLE 2) and (ii) Growth & Employment in States (GEMS 3).
The objectives of the Idornigie committee included the following six (6) elements:
- A diagnostic review of current and proposed laws relevant to the business environment in Nigeria and the key institutions involved, including but not limited to procurement laws, competition laws, company laws, investment laws, finance and contract laws.
- Identification of significant legislative gaps or deficiencies in the existing framework.
- Whether they are consistent with international good practice.
- The extent to which they provide a conducive environment for the creation and operation of private sector enterprises, especially MSMEs.
- Specific aspects in which the laws act as barriers or impediments to MSME development.
- Recommendations on priority legislative areas to be addressed by the Roundtable and the National Assembly, in consultation with the private sector.
The Idornigie Committee presented its final report ‘Comprehensive Review of the Institutional, Regulatory, Legislative & Associated Instruments Affecting Businesses in Nigeria’ in January 2016.
Some of its key recommendations addressed the regulatory environment within which businesses operate, such as tax and competition regimes. The recommendations also addressed the state of commercial laws at the time. To that end, it reviewed extant laws/bills, identified the significant legislative gaps/deficiencies therein and made recommendations. To assist the government, it ranked the Acts/bills into “high”, “medium” and “low” categories. Those ranked “high” were to be given immediate legislative attention. Some of its recommendations also addressed the process for law reform in Nigeria. In particular, it noted the need for a clearing house at which bills could be reconciled and appraised by experts.
The final report was peer reviewed by the Nigerian Economic Summit Group (NESG) and the Nigeria Bar Association’s Section on Business Law. It was subsequently validated by an Economic Impact Assessment and given effect. The National Assembly Business Environment Roundtable (NASSBER), inaugurated on 21st March 2016, was established by the National Assembly, the Nigerian Economic Summit Group (NESG) and the Nigeria Bar Association Section on Business Law (NBA-SBL) to act as a clearing house for bills. NASSBER has, since 2016, followed up on the final report of the Idornigie Committee.
The Idornigie Committee Report has recorded some major achievements in the five years since it was presented.
Its achievements include the enactment of the Federal Competition and Consumer Protection Council Act (FCCPA) 2019 and CAMA 2020. The former introduced a comprehensive regime on competition into Nigeria, while the latter reformed a 30-year-old Act. In addition, the Secured Transactions in Movable Assets Act, 2017 (otherwise known as Collateral Registry Act) and the Credit Reporting Act, 2017 also owe their enactment to the Idornigie Committee.
Other Bills influenced by the work of the Idornigie committee include:
- The Ports & Harbour Bill,
- The Nigerian Railway Corporation Bill,
- The Federal Roads Bill,
- The Federal Roads Fund Bill,
- The Nigerian Transport Commission Bill,
- The Nigerian Postal Commission Bill
- The Electronic Transaction Bill
- The Payments System Bill
- The Nigeria Agricultural Quarantine Service (Establishment) Bill
- The National Fertilizer Bill
- The National Agricultural Seed Council Bill
- The Plant Variety Protection Bill
For the challenges of the commercial law reform process in Nigeria and other thoughts of Prof Idornigie SAN, see the full interview below.