Corporate Governance and Public Law: An Assessment of the Securities and Exchange Commission’s Regulatory Powers Under the Investments and Securities Act 2025

The Investments and Securities Act 2025 significantly expanded the regulatory framework governing Nigeria's capital markets, strengthening the Securities and Exchange Commission's powers to regulate public companies, investment advisers, and market intermediaries. The intersection of corporate governance standards and public law regulatory oversight creates a professional domain in which the adequacy of SEC enforcement powers, investor protection mechanisms, and public company disclosure requirements has direct implications for capital market development. This study professionally assesses the SEC's regulatory powers under the Investments and Securities Act 2025, examining enforcement tools, public company governance standards, insider trading prohibitions, and investor compensation mechanisms. A doctrinal methodology is applied, reviewing the ISA 2025 and its predecessor, the ISA 2007, SEC Rules and Regulations, selected SEC enforcement decisions from 2019 to 2023, and comparative analysis of the Securities and Exchange Commission in the United States. The study evaluates the adequacy of SEC powers to address emerging market abuses including digital asset manipulation, crowd-funding fraud, and non-disclosure of material information. Available capital market regulation literature from Nigeria identifies inadequate deterrent sanctions, limited real-time surveillance capacity, and inadequate whistleblower mechanisms for market manipulation as the dominant enforcement gaps. The Investor Protection Principle and the IOSCO Objectives and Principles of Securities Regulation provide the normative reference. Recommendations address deterrent penalty reform, digital asset regulation, and SEC analytical technology procurement. Keywords: corporate governance, SEC, Investments and Securities Act, capital markets, Nigeria.