UNIVERSAL MERCHANT BANK LTD (FORMERLY MERCHANT BANK (GH) LTD.) vs. ABI CAPITAL FINANCIAL SERVICES LTD PETER ILIASU

JUDGMENT TANKO AMADU JSC INTRODUCTION 1. My Lords, it is settled company law and practice underpinning the principle of corporate governance that, Directors of companies stand in a fiduciary relationship with the Company. By that relationship, which has statutory support, directors are expected to, at all times, act in good faith and protect the lawful interest of the company. This obligation becomes more profound, when, the Director is in charge of the management and administration of the company. 2. The law however, eases the rigidity of doing business, and running the affairs of a company. Thus, a Managing Director who is one of the principal organs of a company is ordinarily vested with powers that allow for the efficient running of the corporation subject to the approval of the Board of Directors. In the event however that, these powers are deliberately abused in an inimical fashion, legal consequences arise resulting in personal liability of the Managing Director for the...