Towards an Original Theory of Corporate Group Liability in Nigerian Private Law

The corporate group structure, in which holding companies conduct business through subsidiary entities to exploit the principle of separate corporate personality, enables multinational and indigenous conglomerates in Nigeria to externalise liabilities onto undercapitalised subsidiaries, leaving creditors, employees, and tort victims without adequate recourse. This study develops an original theory of corporate group liability in Nigerian private law, constructing a principled framework that moves beyond ad hoc veil-piercing to a coherent group-based liability doctrine. Using a pluralist theoretical methodology, the research integrates enterprise liability theory, comparative analysis of group liability in France, South Africa, and Germany with doctrinal analysis of 45 Nigerian cases from 2012 to 2024, and field interviews with 35 corporate lawyers, insolvency practitioners, and creditor representatives in Lagos, Abuja, and Port Harcourt. The study evaluates the theoretical inadequacies of the existing Nigerian approach to enterprise liability and proposes a Contextual Group Liability Framework (CGLF) as the study's original contribution, which calibrates liability to the degree of economic integration, control, and representation between group entities. The CGLF addresses tort creditor claims, insolvency liability, environmental obligations, and contractual representations by parent companies on behalf of subsidiaries. Findings reveal that existing Nigerian law systematically under-compensates stakeholders injured by corporate group structures. Recommendations include amendments to CAMA 2020 to incorporate group liability provisions, judicial guidelines on enterprise liability, and enhanced creditor standing in multi-entity insolvency proceedings. Keywords: corporate groups, enterprise liability, holding companies, subsidiaries, corporate personality