The Political Economy of Corporate Governance Reform in Nigeria: Institutions, Power, and Resistance

This dissertation investigates the political economy of corporate governance reform in Nigeria, examining how institutional configurations, power dynamics, and interest group resistance shape the design, adoption, and implementation of governance regulatory changes. Corporate governance reform in Nigeria has proceeded through several distinct phases since the establishment of the Securities and Exchange Commission's first governance code in 2003, yet governance quality outcomes remain inconsistent with reform ambitions. Existing governance reform scholarship has emphasised technical regulatory design at the expense of political economy analysis. Drawing on historical institutionalism, Mahoney and Thelen's theory of gradual institutional change, and the regulatory capture literature, this dissertation conducts a longitudinal qualitative analysis of four major governance reform episodes spanning twenty years. Data are collected through sixty elite interviews with former regulators, governance code drafters, business association leaders, and corporate governance practitioners, supplemented by documentary analysis of regulatory consultation records, policy documents, and legislative proceedings. Analysis employs process tracing and causal mechanism identification. The study introduces the concept of governance reform layering to describe how Nigerian regulatory authorities have incrementally added governance obligations while preserving incumbent-friendly exemptions. Original theoretical contributions include a political economy governance reform model applicable to emerging market institutional contexts. Findings provide actionable insights for reform advocates and development partners seeking to advance governance improvement in Nigeria. Keywords: governance reform, political economy, institutional change, regulatory capture, Nigeria.