Introduction

Leafing through a dog-eared copy of his book at the library of the Institute of Advanced Legal Studies, Lagos, Nigeria, I got acquainted with Professor Detlev Vagts long before I met him. I got acquainted with him not in transnational law, the field in which he has made the greatest impact, but rather in the field of corporate law, where he also has left his mark. Such is the range of his scholarly reach. It is, therefore, fitting that I celebrate his contributions to the scholarly enterprise with an examination of aspects of company law in a comparative context.

A ‘private company’ is usually identified by reference to certain distinctive features, which typically include express restrictions on key aspects such as the size of its membership, the transferability of its shares and invitations to the public to subscribe its securities. These sorts of restrictions may currently be found in section 755 of the Companies Act 2006 in England and Article 26(5) of the Model Articles for Private Companies, as well as in section 22 of the Companies and Allied Matters Act (hereafter, ‘CAMA’), the basic legislation governing companies in Nigeria. The restriction on invitations or offers to the public to subscribe its securities is thought to be the basic distinguishing feature of the private company in English and Nigerian law. A ‘public company’, on the other hand, has none of these restrictions.