Theoretical Reconceptualisation of Corporate Personhood in Nigerian Company Law: Towards a Stakeholder Model

The traditional shareholder primacy model of corporate personhood embedded in Nigerian company law has generated systemic failures in accountability, sustainability, and equitable value distribution, necessitating a fundamental theoretical reconceptualisation. This study proposes a theoretical reconceptualisation of corporate personhood in Nigerian company law, moving from the dominant Friedmanite shareholder value paradigm towards a stakeholder-inclusive framework grounded in Ubuntu communitarian philosophy, comparative corporate law developments, and empirical analysis of corporate governance failures in Nigeria between 2010 and 2024. Using a pluralist theoretical methodology combining doctrinal analysis, original stakeholder mapping, and grounded theory from field research conducted in Lagos, Abuja, and Port Harcourt with 80 corporate lawyers, directors, institutional investors, and civil society representatives, the research challenges foundational assumptions about the purpose of corporate personality in Nigerian law. The study traces the historical entrenchment of the shareholder primacy model through the Companies and Allied Matters Act and evaluates whether the CAMA 2020 reforms have meaningfully moved Nigeria towards a pluralist corporate purpose standard. Findings reveal that CAMA 2020 made incremental progress without achieving the theoretical transformation required, and that Nigerian corporate law continues to systematically exclude labour, community, and environmental interests from the legal architecture of corporate governance. The research contributes an original theoretical framework for Nigerian corporate law reform, constituting a genuine original contribution to knowledge. Recommendations include legislative reform of CAMA, a Nigerian Corporate Social Contract Code, and judicial education on stakeholder theory. Keywords: corporate personhood, stakeholder theory, company law, corporate governance, CAMA 2020