A COMPARATIVE ANALYSIS OF CORPORATE GOVERNANCE PRACTICES IN THE UNITED KINGDOM AND THE UNITED STATES: LESSONS FOR NIGERIA

Abstract

This article provides a comparative legal evaluation of corporate governance structures, focusing on the application of the Anglo-Saxon model in the United Kingdom and the Anglo-American model in the United States to extract developmental lessons for Nigeria. Corporate governance frameworks vary globally, reflecting distinct legal traditions, economic climates, and historical experiences. While the UK utilizes a shareholder primacy model governed by a unitary board and a flexible “comply or explain” framework, the US enforces shareholder primacy through a rigid, rules-based statutory framework characterized by powerful independent board committees, active shareholder litigation, and mandates like the Sarbanes-Oxley Act. Crucially, the US system differs by explicitly empowering boards to deploy defensive tactics like “poison pills” to block predatory hostile takeovers. By critically analyzing the structural strengths and systemic weaknesses of both jurisdictions, this article isolates actionable legal and institutional reforms necessary to strengthen Nigeria’s corporate regime, concluding that Nigeria must transition from superficial paper compliance to an aggressive enforcement paradigm.