A LEGAL ANALYSIS OF THE ROLES OF DIRECTORS AS THE ALTER EGO OF THE COMPANY UNDER CAMA 2020

Abstract

At least in the contemplation of law, it is settled that a corporation is an artificial and intangible being with a distinct legal personality of its own. However, it is the natural human agents, generally designated as directors, who use their own human mind, knowledge, intelligence, and body to manage the company. This is why directors and other officers of the company are referred to as the alter ego of their companies. Using a doctrinal research methodology, this paper discusses broadly the position of a director as the alter ego of a company, particularly under the Companies and Allied Matters Act (CAMA) 2020. Furthermore, it undertakes an in-depth legal analysis of the case law principles and statutory requirements concerning the directors. Drawing on examples from other jurisdictions, the paper offers understanding of the different perspectives by which the roles and responsibilities of a director may be understood, particularly from the perspectives of corporate law statutes, case law, as well as corporate governance practices. Finally, the paper examines the consequences of failure of the alter ego for the company and directors, and concludes by undertaking a brief reflection on the implications of such consequences for corporate law and governance.