International Law and Corporate Governance: Directors’ Duties and Cross-Border Liability in Nigerian Multinational Operations

This paper examines the international law dimensions of corporate governance for Nigerian companies operating across borders, focusing on the legal duties and potential cross-border liabilities of directors in the context of human rights, environmental, and financial regulation. Nigerian multinational operations in sectors including financial services, construction, and telecommunications span multiple African jurisdictions, creating complex governance challenges where Nigerian directors must navigate intersecting domestic and international legal requirements. Using a professional legal analysis methodology, the research draws on the UN Guiding Principles on Business and Human Rights, the OECD Principles of Corporate Governance, and recent UK and French mandatory due diligence legislation to assess the evolving standards applicable to Nigerian companies with international operations. It evaluates the Companies and Allied Matters Act (CAMA) 2020 provisions on directors' duties and assesses their adequacy in addressing transboundary corporate responsibility. The paper examines specific instances where Nigerian companies have faced reputational or legal consequences for governance failures in their African subsidiaries, drawing lessons for board-level risk management. Findings indicate that Nigerian company law does not yet adequately reflect international corporate responsibility standards, creating exposure for directors in cases of subsidiary-level human rights violations. Recommendations include CAMA amendments incorporating human rights due diligence obligations, director training on international corporate responsibility standards, and adoption of board-level ESG oversight mechanisms for internationally operating Nigerian companies. Keywords: corporate governance, directors' duties, UNGPs, CAMA, Nigerian multinationals.