Expo Times

THE RESTRICTION OF SHARES IN SIERRA LEONE:

By: Expo Times
Date: June 3, 2026

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I. Introduction

A. Context and Significance

The regulation of share restriction in a public company raises some of the most fundamental questions in corporate law: the relationship between contractual freedom and statutory constraint; the tension between a company’s governance objectives and the investor’s right of exit; and the extent to which the corporate constitution may diverge from default rules established by the legislature. These questions, while extensively ventilated in the jurisprudence and scholarship of the United Kingdom, Australia, and other common law jurisdictions, have received comparatively little systematic treatment in the context of Sierra Leone.

Sierra Leone’s principal companies legislation, the Companies Act No. 5 of 2009 (hereinafter “the Act”), as amended by the Companies (Amendment) Act 2014 and supplemented by the Companies Regulations 2015, was enacted to modernise the country’s company law and bring it closer into alignment with regional and international norms.[1][2] Yet the Act’s treatment of share restriction in public companies is, as this article will demonstrate, characterised by legislative ambiguity that creates legal uncertainty for companies, shareholders, investors, and practitioners alike.

The practical importance of this issue is considerable. As West Africa’s insurance sector continues to regionalise and consolidate, public companies that are vehicles of regional cooperation — companies with shareholders drawn from multiple jurisdictions and categories — face acute governance challenges in maintaining the identity and composition of their ownership base. A public company whose governance objectives require that a specified category of investor retain a dominant ownership stake must navigate, in the absence of clear statutory guidance, a legal landscape that is at once permissive and uncertain. It is in precisely this context that the questions addressed by this article arise with urgent practical force.

B. Scope of the Article

This article addresses the legality and the practical scope of share restrictions in public companies incorporated in Sierra Leone. It examines, in turn, the three modes by which shares in a company may be acquired — transfer, transmission, and allotment — and considers whether, and to what extent, each mode may be subjected to restrictions imposed through the company’s articles of association, resolutions of the general meeting, or collateral agreements between shareholders. The article further considers the remedies available to shareholders who allege that the imposition of restrictions is oppressive, unfairly prejudicial, or unfairly discriminatory.

The article does not address the regulation of securities markets or the listing rules applicable to securities exchanges. While those regulatory regimes are relevant to the broader context, they fall outside the scope of the present analysis. Nor does the article purport to provide a comprehensive treatment of the law of allotment; it addresses allotment only insofar as it bears on the question of share restriction.

C. Research Questions

The article addresses four principal research questions. First, what is the current state of the law in Sierra Leone on the restriction of shares in public companies? Second, how does that position compare with the law in analogous common law jurisdictions, and what lessons does that comparison yield? Third, what are the legally permissible mechanisms by which a public company in Sierra Leone may pursue the objective of maintaining a particular ownership profile among its shareholders? Fourth, what reforms would best resolve the existing legal uncertainties and align Sierra Leonean company law with regional and international norms?

D. Methodology

The article adopts a doctrinal methodology, involving the systematic analysis of primary legal sources — statutes, subsidiary legislation, and case law — supplemented by critical engagement with secondary sources, including academic commentary, judicial dictionaries, and comparative statutory materials. The comparative analysis draws upon the statutory frameworks and judicial decisions of Ghana, Nigeria, India, the United Kingdom, Australia, South Africa, Canada, Singapore, and New Zealand. The article also draws upon the principles articulated in the OECD/G20 Principles of Corporate Governance, as these provide a widely acknowledged international benchmark for the evaluation of corporate law rules.

II. Historical Development of the Law

A. The Colonial Heritage and its Legacy

Sierra Leone’s company law has its origins in the colonial reception of English law. The English Companies Act 1862, which introduced the concept of limited liability to English law, was received in Sierra Leone through the general application of English law in force at the date of reception. Through successive colonial-era statutes, the framework of English company law was transplanted to Sierra Leone, including the foundational distinction between private and public companies introduced by the English Companies Act 1907 and consolidated in the Companies Act 1948.

The private company, as a legal concept, was defined by three characteristic features: restriction on the transfer of its shares, limitation on the number of members, and prohibition on inviting the public to subscribe for its shares or debentures. These features were understood as forming an integral and mutually reinforcing package: the private company was one that conducted its affairs within a closed group, where the identity of the membership was material and where the principles of free market trading that governed listed securities were inapplicable.

The public company, by contrast, was characterised by its accessibility to external investment. Free transferability of shares was not merely a practical feature of the public company; it was constitutive of the very concept. A share in a public company, as Farwell J observed in the foundational decision in Borland’s Trustee v Steel Brothers & Co Ltd,[3] is a chose in action that is “ transferable in the manner provided by the articles of association, and its incidents depend on those articles.” The incidents of transferability, however, were constrained by the public nature of the company’s securities.

The English Companies Act 1985 and its successor, the Companies Act 2006, preserved and refined this distinction. The 2006 Act, in sections 544 and 755, affirmed the general principle that shares are freely transferable and confined the restriction on public offers to private companies.[4] The legislative trajectory in England has thus moved consistently in the direction of entrenching free transferability as an attribute of public company shares.

B. The Enactment of the Companies Act 2009

Sierra Leone’s Companies Act 2009 was the product of a sustained reform effort aimed at modernising the country’s company law after decades of civil conflict and economic disruption. The Act drew inspiration from multiple sources, including the English Companies Act 2006, the Ghanaian Companies Act 1963 (Act 179), and comparable legislation in other West African states.[5] Its enactment was supported by the International Finance Corporation as part of a broader investment climate reform programme.

The Act introduced a more structured regulatory framework for companies, including provisions governing the incorporation and management of public companies, the allotment and transfer of shares, and the rights and remedies of shareholders. The Companies (Amendment) Act 2014 introduced further refinements, and the Companies Regulations 2015 provided supplementary procedural rules.

Despite this modernisation effort, the Act is conspicuously silent on a question that has been addressed with clarity in the legislation of Ghana, Nigeria, India, and England: whether a public company may, by its articles of association, restrict the transfer of its shares. This silence, as the following sections demonstrate, has given rise to interpretive controversy that the courts of Sierra Leone have not yet had occasion to resolve.

III. The Statutory Framework

A. The Definition of Private and Public Companies

The distinction between private and public companies is the cornerstone of the statutory framework governing share restriction in Sierra Leone. Section 19 of the Act defines a private company in the following terms:

S.19(1): A private company is one which is stated in its memorandum to be a private company. S.19(2): Every private company shall, by its articles, restrict the transfer of its shares, if any.

Section 20 of the Act defines a public company by contrast:

Any company other than a private company shall be a public company and its memorandum shall state that it is a public company.

The significance of these provisions cannot be overstated. Section 19(2) imposes a positive obligation on every private company to restrict the transfer of its shares through its articles; it is a mandatory provision, not a permissive one. A private company that omits such a restriction from its articles would be deficient in one of the constitutive features of the private company form. Section 20, however, is drafted in purely residual terms: a public company is defined as “ any company other than a private company.” The section says nothing about the characteristics of a public company, and in particular says nothing about whether a public company may or may not restrict the transfer of its shares.

This drafting choice has generated the central interpretive controversy addressed in this article. There are, as the following discussion demonstrates, two tenable readings of the combined effect of sections 19 and 20, and the choice between them has profound consequences for the legal position of public companies in Sierra Leone.

B. The ‘Other Than’ Construction: Two Competing Interpretations

The first interpretation proceeds from the principle of expressio unius est exclusio alterius. Section 19(2) expressly imposes a share restriction requirement on private companies. Section 20, by contrast, is silent on the point. The absence of an express prohibition on public companies restricting share transfers might, on this reading, be understood as a deliberate legislative choice to leave public companies free to adopt such restrictions if they choose. If the legislature had intended to prohibit public companies from restricting share transfers, it could have done so expressly, as the Ghanaian and Nigerian legislatures have done. The absence of such a prohibition is accordingly consistent with a permissive reading.

The second interpretation relies upon the judicial construction of the phrase “ other than” as a term of exception. Stroud’s Judicial Dictionary defines “ other than” as creating “ an exception.”[6] This definition was applied in the early English authority of Wrothesley v Adams,[7] and is consistent with the ordinary signification of the phrase in legislative drafting. On this reading, section 20 does not merely define a public company as one that lacks the formal designation of a private company; it defines a public company as one that lacks the essential features of a private company, foremost among which is the restriction on share transfers. A public company is, by definition, one that does not restrict the transfer of its shares.

The present author prefers the second interpretation, for the following reasons. First, it is consistent with the legislative history of the distinction between private and public companies in the common law world, in which the restriction on share transfers has always been understood as an attribute of the private company and not of the public company. Second, it is consistent with the overwhelming trend in comparative legislation, which expressly affirms the free transferability of shares in public companies. Third, it is consistent with the policy objectives of capital market development and investor protection that motivated the enactment of the 2009 Act. Fourth, the first interpretation would produce an anomalous result: a public company would, on that reading, be free to restrict the transfer of its shares even though a private company is obliged to do so, which would negate one of the principal distinguishing features between the two corporate forms.

Nevertheless, the point cannot be resolved with certainty on the present statutory language, and the question must be treated as open until a Sierra Leonean court has occasion to address it directly. It is this uncertainty that constitutes the most pressing case for legislative reform.

C. Transfer of Shares: Section 126

Section 126(1) of the Act provides the general framework for the transfer of shares:

Notwithstanding anything in the articles of a company, it shall not be lawful for the company to register a transfer of shares in … the company, unless a proper instrument of transfer has been delivered to the company; but nothing in this section shall prejudice any power of the company to register as a shareholder, any person to whom the right to any shares in the company has been transmitted by operation of law.

This provision performs two distinct functions. First, it establishes an instrumental requirement: no transfer of shares shall be registered unless a proper instrument of transfer has been delivered. This requirement applies “ notwithstanding anything in the articles” — it is a mandatory rule that overrides any contrary provision in the company’s constitution. Second, it preserves the power of the company to register persons who acquire shares by operation of law, thereby affirming the legal principle of transmission as distinct from transfer.

Significantly, section 126 does not address the question of whether a company’s articles may restrict who may be registered as a transferee. It neither authorises nor prohibits such restrictions. The provision is thus neutral as regards the central question under consideration. The silence of section 126 on this point reinforces the view that the resolution of the question depends upon the proper construction of sections 19 and 20, discussed above.

Sections 127 through 129 of the Act provide supplementary procedural rules for share transfers, including requirements regarding the lodgement of transfer instruments and the company’s obligation to register or refuse to register transfers. Section 128 provides that where a company refuses to register a transfer of shares, it must notify the applicant within two months. These provisions do not materially affect the central question under consideration.

D. Transmission of Shares: Sections 130 and 131

Transmission of shares is the process by which a deceased shareholder’s shares devolve by operation of law to the shareholder’s personal representatives, trustees, or surviving joint holders. Sections 130 and 131 of the Act regulate this process:

S.130(1): The executors and administrators of a deceased holder of a share are the only persons recognized by the company as having any title to the share. S.130(2): In the case of a share registered in the names of two or more holders, the survivor or survivors, or the legal representatives of a deceased survivor, shall be the only persons recognized by the company as having title to the share.

These provisions establish an exhaustive list of the categories of persons to whom shares may be transmitted by operation of law. The reference to “ executors and administrators” and to “ legal representatives” invokes the broader law of succession — in Sierra Leone, the Administration of Estates Act Cap 45 of the Laws of Sierra Leone 1960 and the Devolution of Estates Act 2007.[8][9] These statutory instruments govern the administration of the estates of deceased persons and the devolution of property upon death.

The relevance of these provisions to the question of share restriction is straightforward but important. A person who acquires shares in a company by transmission does so not by voluntary transaction but by operation of law: the shares devolve upon them as a consequence of the death of the registered holder. Any attempt by the company to cap the number of shares that a particular category of person may hold would, if applied to transmission, have the effect of depriving the personal representatives or trustees of the deceased shareholder of their lawful entitlement to the shares. This would amount to an interference with the operation of law as contemplated by sections 130 and 131 of the Act and the succession statutes referred to above, and would be unlawful.[10]

This conclusion is reinforced by the express saving provision in section 126(1), which preserves the power of the company to register persons who acquire shares by transmission. A share restriction that operated so as to prevent or restrict transmission would contradict this saving power and would accordingly be void.

E. Allotment of Shares: Section 103

The power to allot shares is governed by section 103 of the Act, which provides:

Subject to this Act, the power to allot shares shall be vested in the company which may delegate it to the directors, subject to any conditions or directions that may be imposed in the articles or from time to time by the company in general meeting.

This provision is of central importance to the analysis, because it expressly authorises a company — without distinction between private and public companies — to impose conditions on the allotment of shares through the articles or by resolution in general meeting. The conditions contemplated by section 103 include, on its natural reading, conditions that specify the categories of person to whom the company’s unissued shares may be allotted. A public company that, by its articles, prohibits or limits the allotment of shares to persons in a particular category is exercising a power expressly conferred by the Act.[11]

The significance of this provision is best appreciated when contrasted with the position in respect of share transfers. Whereas the Act is silent — or at best ambiguous — on whether a public company may restrict the transfer of its shares, section 103 provides an express and unambiguous basis for the imposition of allotment conditions. This distinction is not merely a technicality: it reflects a coherent underlying policy in which the company retains control over the composition of its ownership at the point of initial distribution of its securities, while the market retains control over the subsequent circulation of those securities.

Sections 104 to 110 of the Act provide supplementary rules governing the procedure for allotment, including requirements for the filing of returns of allotment, the payment of consideration, and the prohibition on allotment of shares at a discount. None of these provisions detracts from the broad power to impose conditions on allotment conferred by section 103.

IV. Judicial Development

A. The Absence of Sierra Leonean Jurisprudence

One of the most notable features of this area of Sierra Leonean law is the near-total absence of reported judicial decisions directly addressing the question of share restriction in public companies. The courts of Sierra Leone have not, so far as the present author is aware, been called upon to resolve the interpretive controversy identified in the preceding section. This absence of judicial authority is itself a significant datum: it reflects both the relative youth of the modern companies legislation and the underdevelopment of the country’s corporate litigation culture.

In these circumstances, Sierra Leonean courts would, as a matter of practice, be likely to have recourse to the jurisprudence of the United Kingdom and other common law jurisdictions. The courts of Sierra Leone have traditionally followed English legal precedent in areas where the local law is undeveloped, and the common law heritage of the Companies Act 2009 provides a principled basis for the reception of English authorities.

B. English Authorities on Share Transfer Restrictions

English law has generated a rich body of case law on the restriction of share transfers, primarily in the context of private companies. The courts have consistently held that provisions in a company’s articles that restrict the transfer of shares are enforceable as part of the company’s constitution, provided that they are not exercised in bad faith or in breach of the director’s fiduciary duties.

The seminal authority is Re Smith & Fawcett Ltd,[12] in which the Court of Appeal held that a pre-emption clause in a private company’s articles, conferring on the directors an absolute discretion to refuse to register a transfer of shares, was valid and enforceable. The court confirmed the principle that the transferor of shares has a right to transfer their shares subject to the restrictions contained in the company’s articles, and that those restrictions are binding on all members.

The subsequent decision in Tett v Phoenix Property and Investment Co Ltd[13] further elaborated on the scope of pre-emption rights, confirming that such rights could be attached to specific classes of shares and that their exercise was governed by the company’s articles. The House of Lords, in Lyle & Scott Ltd v Scott’s Trustees,[14] addressed the position of a member who had contracted to sell shares to a third party without first offering them to the other members as required by the articles: the Lords held that the pre-emption clause was binding and that the transferor’s breach gave rise to injunctive relief.

These authorities, while decided in the context of private companies, establish important principles that are relevant to the public company context. In particular, they confirm that share restriction provisions, when they form part of the company’s articles, bind all members and are enforceable as part of the corporate constitution. They also confirm the principle, relevant to the allotment context, that the directors’ power to allot shares must be exercised in good faith for the benefit of the company as a whole: see Allen v Gold Reefs of West Africa Ltd.[15]

C. The Amendment of Articles: The Bona Fide Test

A related body of English case law governs the conditions under which a company may amend its articles to introduce restrictions on the transfer of shares. The foundational principle was stated by Lindley MR in Allen v Gold Reefs:[16]

Wide as the language of s.50 is, the power conferred by it must, like all other powers, be exercised subject to those general principles of law and equity which are applicable to all powers conferred on majorities and enabling them to bind minorities. It must be exercised, not only in the manner required by law, but also bona fide for the benefit of the company as a whole.

This principle has been applied by the courts in the context of amendments introducing share transfer restrictions: Sidebottom v Kershaw, Leese and Co Ltd[17] and Shuttleworth v Cox Brothers.[18] In Sidebottom the Court of Appeal upheld an article amendment requiring a member who had entered into competition with the company to transfer their shares at fair value. The court held that the amendment was bona fide for the benefit of the company as a whole, notwithstanding that it singled out a particular class of member.

The Australian High Court took a more restrictive approach in Gambotto v WCP Ltd,[19] in which the court held that an amendment to articles authorising compulsory acquisition of minority shares would only be valid if it was for a proper purpose and caused no oppression to the minority. The Gambotto test has been influential in common law jurisdictions where compulsory acquisition of minority shares raises serious concerns, and it provides a useful analytical framework for assessing the validity of share restriction amendments in the Sierra Leonean context.

D. Shareholders’ Agreements: Russell v Northern Bank

The leading authority on the enforceability of shareholders’ agreements is the decision of the House of Lords in Russell v Northern Bank Development Corporation Ltd.[20] In that case, the shareholders of a company had entered into an agreement under which the company covenanted not to increase its share capital without the unanimous consent of all parties to the agreement. The House held that the company’s covenant, insofar as it fettered the exercise of a statutory power, was void as against public policy; however, the covenant entered into by the shareholders inter se was valid and enforceable between them.

This decision establishes two propositions of cardinal importance for the present analysis. First, a shareholders’ agreement may validly regulate the conduct of shareholders as between themselves, including in relation to the transfer of their shares. Second, such an agreement, being a contract between shareholders and not a provision of the company’s constitution, is not binding on the company itself and does not affect the company’s statutory obligations or powers.

The Russell v Northern Bank principle has been applied and recognised in Sierra Leonean legal practice, and its application in the context of share restriction is explored in detail in Part VI below.

V. Theoretical and Conceptual Foundations

A. The Nature of a Share as a Chose in Action

The starting point for any theoretical analysis of share restriction is the nature of a share as a legal instrument. In the classic formulation of Farwell J in Borland’s Trustee v Steel Brothers,[21] a share is an interest in the company measured by a sum of money and consisting of a series of mutual covenants entered into by all the shareholders. It is a chose in action — a species of personal property that derives its content and attributes from the company’s constitution.

This characterisation has two important implications. First, the attributes of a share, including the conditions upon which it may be transferred, are determined by the company’s constitution. Subject to the overriding provisions of statute, the parties to the corporate constitution — the company and its members — are free to stipulate the incidents of the share, including restrictions on transferability. Second, the share is personal property, and a restriction on the transfer of personal property is, in principle, subject to the rule against perpetuities and the common law principles governing restraints on alienation. An absolute restraint on alienation is void as repugnant to the nature of property; a qualified restraint is, however, generally enforceable.

These principles apply to share restrictions in the following way. An article that entirely prohibits the transfer of shares is likely to be void as an absolute restraint on alienation. An article that requires prior approval of a transfer, or that grants pre-emption rights to existing shareholders, is a qualified restraint and is generally enforceable, as the English and common law authorities confirm.[22][23][24]

B. Corporate Governance and the Market for Corporate Control

The free transferability of shares in a public company is not merely a legal principle; it is a cornerstone of the theory of the market for corporate control. The ability of shareholders to exit a company by selling their shares is the mechanism by which the market disciplines under-performing management: if management does not generate adequate returns, shareholders will sell, the share price will fall, and the company will become vulnerable to a hostile takeover.[25] This disciplinary mechanism depends upon the free circulation of shares in the market. A restriction on the transfer of shares in a public company therefore has direct implications for the efficiency of the market for corporate control and, by extension, for the governance of the company.

The OECD/G20 Principles of Corporate Governance expressly affirm the principle that markets for corporate control should be allowed to function efficiently and transparently, and that shareholders should be able to trade their shares freely.[26] The OECD Principles are not legally binding, but they represent the international benchmark for good corporate governance, and Sierra Leone’s aspiration to attract international investment is best served by aligning its corporate law with those principles.

Easterbrook and Fischel, in their influential analysis of the economic structure of corporate law, argue that the rules of corporate law should replicate the terms that rational investors would negotiate for themselves if transaction costs were zero.[27] On this analysis, the default rule of free transferability of shares in public companies represents the term that rational investors in a public company would negotiate: given the large and anonymous shareholder base of a typical public company, restrictions on transfer would impose significant costs without commensurate benefits. The appropriate vehicle for the type of close governance arrangements that restriction on transfer are designed to achieve is the private company, not the public company.

C. The Role of Preemption Rights

Preemption rights — the right of existing shareholders to be offered shares before they are offered to outside parties — occupy an important intermediate position in the theoretical landscape. In the context of allotment, preemption rights protect existing shareholders against dilution: they ensure that existing shareholders have the first opportunity to maintain their proportionate stake in the company when new shares are issued. In the context of share transfers, preemption rights protect the ownership profile of the company by ensuring that departing shareholders offer their shares to existing members before offering them to outside parties.

In the context of public companies, the case for preemption rights in allotment is well-established in comparative legislation: the UK Companies Act 2006 and its predecessors have long provided statutory preemption rights in allotment, subject to the power of shareholders to dis-apply those rights. The case for preemption rights in transfer is, by contrast, stronger in the private company context, where the identity of shareholders is material to the governance of the company, than in the public company context, where shares are traded anonymously.

The distinction between these two contexts is, however, not always clear-cut. A public company that was formed by a specific group of institutional investors — such as the company in the present analysis — may have a legitimate governance interest in maintaining the institutional identity of its ownership base. In such a case, the imposition of allotment conditions that favour members of the founding group may represent a legitimate exercise of the company’s power to regulate its own governance, provided that such conditions are imposed through constitutionally proper means and do not operate so as to infringe the rights of existing shareholders.

VI. Critical Analysis of the Current Legal Position in Sierra Leone

A. Transfer Restrictions: The Legal Position

On the basis of the analysis in the preceding sections, the present author concludes that the better view is that a public company incorporated in Sierra Leone cannot, by its articles of association, lawfully restrict the transfer of its shares so as to prevent or limit the ability of shareholders to transfer their shares to any willing buyer. This conclusion rests upon four principal grounds.

First, the statutory definition of a public company in section 20 of the Act, read in light of the construction of “ other than” as a term of exception, implies that a public company does not possess the feature of share transfer restriction that is an essential attribute of the private company. Second, this conclusion is supported by the overwhelming weight of comparative authority, in which public companies are either expressly prohibited from restricting the transfer of their shares (Ghana, Nigeria, India) or implicitly subject to the principle of free transferability (England and Wales). Third, it is consistent with the policy objectives of capital market development and investor protection that motivated the enactment of the Act. Fourth, it avoids the anomalous result that would follow from the permissive interpretation: namely, that a public company could adopt restrictions on share transfers that would make it, in substance, indistinguishable from a private company.

The practical implication of this conclusion is that any provision in the articles of a public company that purports to restrict the transfer of its shares to categories of person based on their membership of an external organisation would be, on the preferred interpretation, void. Such a provision would amount to an indirect restriction on share transferability that is impermissible in the case of a public company.

B. Transmission Restrictions: A Clearer Case

The position in respect of transmission is clearer. The Act, in sections 130 and 131, specifically provides for the transmission of shares by operation of law to the executors, administrators, and surviving joint holders of the deceased shareholder. Any restriction that would prevent or limit the operation of these provisions — for example, a provision that would require the personal representatives of a deceased shareholder to dispose of shares to a third party if the deceased shareholder was not a member of a specified organisation — would be contrary to the express provisions of the Act and to the succession statutes incorporated therein.[28] Such a restriction would be void.

Furthermore, a restriction on transmission would potentially infringe the provisions of the Administration of Estates Act Cap 45 and the Devolution of Estates Act 2007, which establish the legal framework for the administration of deceased estates and the devolution of property. The courts would, in the author’s view, hold such a restriction void on the ground that it is repugnant to the statute and to the policy of the law of succession.

C. Allotment Conditions: The Available Space

In contrast to the position in respect of transfer and transmission, the legal position in respect of allotment conditions is considerably more favourable to the company that wishes to manage the composition of its ownership base. Section 103(1) of the Act expressly empowers a company to impose conditions on the allotment of shares through its articles or by resolution in general meeting. On a natural reading of this provision, a public company may lawfully adopt a condition restricting the allotment of its unissued shares to persons who are members of a specified association or who meet specified criteria.

The power to impose allotment conditions is not unlimited. It must be exercised in good faith for the benefit of the company as a whole — the Allen v Gold Reefs principle applies with equal force in this context. A condition that serves no legitimate purpose, or that is deployed as a mechanism for oppressing minority shareholders, would be vulnerable to challenge. Nevertheless, a condition that is adopted for the genuine purpose of preserving the institutional identity of the company’s ownership base, and that applies prospectively to future allotments of unissued shares, represents, in the author’s view, a legitimate exercise of the power conferred by section 103.

The practical utility of this mechanism is, however, limited in an important respect. Allotment conditions govern only the distribution of unissued shares; they do not affect the transfer of existing shares. A public company that relies solely on allotment conditions to manage its ownership profile will be unable to prevent the gradual dilution of its preferred ownership profile as existing shares are traded in the secondary market. The shareholders’ agreement mechanism, discussed below, addresses this limitation.

D. The Shareholders’ Agreement: Scope and Limitations

A shareholders’ agreement provides a contractual mechanism by which a group of shareholders in a public company can agree, as between themselves, to regulate the transfer of their shares in ways that the company’s articles cannot. Pursuant to the principle affirmed by the House of Lords in Russell v Northern Bank Development Corporation Ltd,[29] such an agreement is binding on and enforceable between the parties to it, notwithstanding that it is not binding on the company itself.

A shareholders’ agreement among the institutional shareholders of a public company could, for example, include provisions granting pre-emption rights to members of the founding group in respect of shares held by other members of the group, requiring members of the group to offer their shares to other group members before offering them to outside parties, and establishing a mechanism for the valuation of shares in the event of a pre-emption sale. Such provisions would be contractually binding on the parties to the agreement and would be enforceable by injunction or damages.

The limitations of the shareholders’ agreement mechanism must, however, be clearly understood. The agreement is binding only on the parties to it; it cannot be enforced against third parties who subsequently acquire shares from a member of the group, unless they have agreed to adhere to the agreement as a condition of acquiring shares — and even then, the enforceability of such adhesion clauses requires careful legal analysis. Furthermore, the agreement is not binding on the company itself, and the company’s articles continue to govern the relationship between the company and all its shareholders, including those who are not parties to the agreement.

E. The Oppression and Unfair Prejudice Jurisdiction

The exercise of any of the mechanisms discussed above — allotment conditions, amendments to the articles, or shareholders’ agreements — is subject to the overriding constraint of the oppression and unfair prejudice jurisdiction established by sections 265 to 267 of the Act.[30] Section 266(1) provides that an application for relief on the ground that the affairs of a company are being conducted in an illegal or oppressive manner may be made to the court by petition. Section 266(2) specifies the persons entitled to petition:

266(2) An application to the court by petition for an order under this section in relation to a company may be made (a) by a member of the company who alleges – (i) that the affairs of the company are being conducted in a manner that is oppressive, or unfairly prejudicial to, or unfairly discriminatory against, a member or members, or in a manner that is in disregard of the interests of a member or members as a whole; (ii) that an act or omission or proposed act or omission, by or on behalf of the company or a resolution or proposed resolution of a class of members, was and would be oppressive, or unfairly prejudicial to, or unfairly discriminatory against, a member or members, or in a manner that is in disregard of the interests of a member or members as a whole.

Section 266(2)(b) further provides that the National Investment Board, through its Corporate Affairs Directorate, may make a similar application where the conduct complained of affects not just individual members but also the public.[31]

The oppression remedy is a powerful judicial instrument, and its availability provides an important check on the abuse of even lawful mechanisms for share restriction. A company that adopts allotment conditions, or that amends its articles, in a manner that oppresses minority shareholders — particularly non-institutional or individual minority shareholders — will be exposed to the risk of a successful petition under section 266. The court’s remedial powers under this section are broad, and include the power to order the purchase of the petitioner’s shares at a fair value, to restrain the conduct complained of, and to make such other orders as justice requires.

Significantly, however, the language of section 266(2) confines the scope of the oppression remedy to the “ affairs of the company” and to acts or omissions “ by or on behalf of the company.” A shareholders’ agreement, being an independent contract between shareholders that is not binding on the company, does not constitute an “ affair of the company” in the relevant sense, and its terms cannot, in principle, give rise to a successful petition under section 266. This distinction — between the company’s own conduct and the conduct of its shareholders acting independently of the company — is a significant protection for the effectiveness of the shareholders’ agreement mechanism.

VII. Comparative Perspectives

A. Ghana

Ghana provides the most directly comparable point of reference for Sierra Leone, given the close geographic and legal proximity of the two jurisdictions and the parallel development of their companies legislation. Section 98 of the Ghanaian Companies Act 2019 (Act 992) provides in unambiguous terms that a public company shall not have in its regulations any provision restricting the transfer of its shares.[32] Any such provision is void. The legislative intent is clear: free transferability is a defining characteristic of the public company, and any constitutional provision that derogates from it is without effect.

The Ghanaian position is significant for the present analysis for two reasons. First, it demonstrates that the West African legislative tradition — from which the Sierra Leone Act is derived — recognises the principle of free transferability as a mandatory rule applicable to public companies. Second, the clarity of the Ghanaian statutory language provides a model for the legislative reform that this article recommends for Sierra Leone. The Ghanaian approach resolves the ambiguity that characterises the current Sierra Leonean position and provides a clear and accessible rule for companies, shareholders, and practitioners.

B. Nigeria

Nigeria’s Companies and Allied Matters Act 2020 (CAMA) adopts a broadly similar approach. Section 22 of CAMA permits private companies to restrict the transfer of their shares through their articles.[33] Section 151 of CAMA affirms the general principle that shares in a company shall be freely transferable, subject to any restrictions in the company’s constitution.[34] Read together, these provisions establish a regime in which private companies may restrict share transfers, but public companies — for which no statutory authority to impose such restrictions is provided — are implicitly subject to the default rule of free transferability.

The Nigerian approach is less direct than the Ghanaian approach, in that it does not expressly prohibit public companies from restricting share transfers. Nevertheless, the inference from the statutory structure is clear: the absence of any authority for public companies to restrict share transfers, combined with the express affirmation of the principle of free transferability, supports the conclusion that public companies in Nigeria are subject to that principle without qualification.

C. India

The Indian Companies Act 2013 provides the most explicit statutory affirmation of the free transferability principle in the comparative analysis. Section 44 of the Act provides that the shares or debentures and any interest therein of a company shall be movable property, transferable in the manner provided by the articles of the company.[35] The Bombay High Court and the Supreme Court of India have consistently interpreted this provision as embodying a statutory mandate of free transferability for shares in public companies, and have struck down restrictive provisions in the articles of public companies as contrary to this mandate.

The Indian position is particularly instructive in the present context because it demonstrates the consequences of elevating free transferability to the status of a statutory right rather than a mere default rule. In India, a provision in the articles of a public company that restricts the transfer of shares is not merely voidable at the election of the affected shareholder; it is void ab initio as repugnant to the Act. This approach provides the strongest possible protection for investor confidence and market liquidity.

D. The United Kingdom

English law occupies a somewhat more nuanced position in the comparative analysis. The Companies Act 2006 does not expressly prohibit public companies from restricting the transfer of their shares. Section 544 of the Act provides that the shares and other securities of a company are freely transferable, but this is subject to any restriction or prohibition on transfer imposed by the Act itself or by the company’s articles. Section 755 restricts public offers to public companies.[36]

In practice, the UK Listing Rules impose strict requirements on listed public companies regarding the free transferability of their shares, and the standard articles of a listed public company do not contain transfer restrictions. The absence of a statutory prohibition on public companies restricting share transfers reflects the different legislative approach of the UK: rather than imposing a mandatory rule through the companies legislation, the UK relies on market regulation through the listing rules to achieve the same result.

For Sierra Leone, which does not yet have a mature securities exchange with equivalent listing rules, the UK model is not entirely appropriate. The absence of equivalent market regulation makes it more important that the companies legislation itself should contain the mandatory rule of free transferability, as the Ghanaian and Nigerian models provide.

E. Australia, South Africa, Canada, Singapore, and New Zealand

Australian law, following the enactment of the Corporations Act 2001, does not impose a general prohibition on public companies restricting share transfers. However, the Harmer Report (1988) and the subsequent legislative reforms reflected a recognition that the distinction between private and public companies must be maintained in the area of share transferability. In practice, the constitution of a listed public company in Australia does not contain transfer restrictions, and such restrictions would be incompatible with the ASX Listing Rules.

South Africa’s Companies Act 71 of 2008 adopts a nuanced approach. Section 40 of the Act governs the allotment of shares and provides the board with broad authority to issue shares subject to the company’s memorandum of incorporation.[37] South African law permits restrictive conditions on share transfers in the case of personal liability companies, which are the closest equivalent to the private company, but not in the case of public companies.

Canada’s Business Corporations Act (RSC 1985) provides, in section 49, that the shares of a corporation are freely transferable, subject to any restriction on transfer that appears in the corporation’s articles.[38] The Act further provides that any restriction on transfer must be stated clearly in the corporation’s articles and must not be unreasonable. The Canadian approach thus permits share transfer restrictions even in public corporations, but subjects them to a reasonableness test that provides a measure of protection for shareholders.

Singapore’s Companies Act (Cap 50) provides, in section 105, that shares in a public company are freely transferable.[39] This provision is consistent with the overwhelming weight of comparative authority and provides a further point of reference in support of the reform proposals advanced in this article.

New Zealand’s Companies Act 1993 provides, in section 84, that the board of a company may refuse to register a transfer of shares only in accordance with the constitution of the company.[40] For public companies, the constitution typically does not contain transfer restrictions, and New Zealand courts have interpreted the Act as supporting the principle of free transferability for public company shares.

F. Lessons for Reform

The comparative analysis yields three principal lessons for Sierra Leonean legislative reform. First, the principle of free transferability of shares in public companies is a near-universal feature of sophisticated common law company law regimes. Second, the most effective way to entrench this principle is through express statutory provision, as the Ghanaian and Indian models demonstrate. Third, the distinction between allotment conditions and transfer restrictions is recognised across all the jurisdictions surveyed and provides a legally sound basis for allowing companies to pursue governance objectives without infringing the principle of free transferability.

VIII. Contemporary Challenges and Emerging Issues

A. Regional Integration and the Challenge of Ownership Profile Management

The context in which the questions addressed by this article arise is one of regional economic integration. West Africa’s insurance sector has witnessed significant consolidation and regionalisation over the past two decades, driven by the growth of regional insurance associations and reinsurance vehicles. Public companies that serve as vehicles for regional cooperation face the distinctive challenge of maintaining a membership-based ownership profile while remaining accessible to the public capital markets. This challenge is not unique to Sierra Leone: it arises across West Africa, and the legal frameworks of the region’s major economies respond to it in different ways.

The Insurance Act 2016 of Sierra Leone imposes regulatory capital requirements on insurance and reinsurance companies that may, depending on their magnitude, require such companies to raise capital from external investors.[41] The tension between the governance objective of maintaining a membership-based ownership profile and the regulatory imperative of maintaining adequate capital is likely to intensify as the Insurance Act’s capitalisation requirements are more strictly enforced. This tension underlines the importance of providing a clear and workable legal framework for share restriction in public companies.

B. Technological Developments and Dematerialisation

The dematerialisation of share ownership — the replacement of physical share certificates by electronic records held by central securities depositories — poses particular challenges for the enforcement of share restrictions. In a dematerialised environment, the transfer of shares occurs through the operation of electronic systems maintained by central depositories, and the practical ability of the company to enforce transfer restrictions through the registration process is significantly reduced.

Sierra Leone is at an early stage of dematerialisation, but the trajectory is clear: as the country’s securities market develops, dematerialisation will become the norm. This development will require the legal framework for share restriction to be adapted accordingly, with greater reliance on ex ante constitutional mechanisms (such as allotment conditions) and contractual mechanisms (such as shareholders’ agreements) rather than ex post registration refusals.

C. ESG Considerations and Stakeholder Governance

The emergence of environmental, social, and governance (ESG) considerations as a mainstream concern in corporate governance has generated renewed interest in the question of who should be permitted to own shares in companies with a strong stakeholder mission. Regional insurance associations, which are formed to serve the insurance needs of their constituent economies and to promote regional economic development, have a stakeholder governance model that aligns closely with ESG principles.

The question of whether such companies should be permitted to maintain a member-based ownership profile through share restriction mechanisms is, at one level, a question of corporate governance design. At a deeper level, it is a question about the purpose of the public company and the extent to which that purpose can be pursued through the medium of a publicly-offered corporate form. The increasing recognition, in corporate governance scholarship and in regulatory frameworks, of the legitimacy of stakeholder-oriented governance models lends support to the view that public companies with a strong stakeholder mission should be permitted a degree of flexibility in managing their ownership profile, provided that this is done through constitutionally proper and transparent mechanisms.[42]

D. Regulatory Supervision: The National Investment Board

The National Investment Board and its Corporate Affairs Directorate occupy a significant role in the Sierra Leonean corporate regulatory landscape. As noted above, section 266(2)(b) of the Act empowers the Corporate Affairs Directorate to petition the court for relief where the affairs of a company are being conducted in a manner that is contrary to the public interest. This supervisory power is of direct relevance to the question of share restriction: a company that uses allotment conditions or shareholders’ agreement mechanisms in a manner that is contrary to the public interest — for example, by excluding retail investors from participation in the company’s capital markets — may be subject to intervention by the Directorate.

The existence of this supervisory power is an important safeguard against the abuse of the mechanisms for share restriction discussed in this article. It also underlines the importance of transparency in the adoption and operation of such mechanisms: a company that can demonstrate that its allotment conditions or shareholders’ agreement serve legitimate governance objectives and do not harm the interests of the investing public is much less likely to face regulatory intervention.

IX. Reform Proposals

A. Legislative Reform

The most important reform required is a legislative amendment to the Companies Act 2009 that expressly addresses the question of share restriction in public companies. The amendment should proceed in two stages.

First, the Legislature should amend section 20 of the Act to include an express provision to the effect that a public company shall not, by its articles or otherwise, restrict the transfer of its shares. This provision should be modelled on section 98 of the Ghanaian Companies Act 2019, which provides that any such restriction is void. The amendment would resolve the interpretive controversy identified in this article and provide a clear and accessible rule for companies, shareholders, and practitioners.

Second, the Legislature should amend section 103 of the Act to include an express provision affirming the power of a public company to impose conditions on the allotment of its unissued shares, including conditions that specify the categories of person to whom shares may be allotted. This provision should make clear that allotment conditions are distinct from transfer restrictions and are not subject to the prohibition on the latter. The amendment should also specify the procedural requirements for the adoption of allotment conditions, including the requirement for shareholder approval where the conditions restrict the rights of existing shareholders.

Third, the Legislature should consider whether to introduce a statutory framework for shareholders’ agreements in public companies, providing for the registration and enforcement of such agreements and specifying the conditions under which they may include provisions regulating the transfer of shares. The introduction of such a framework would provide greater legal certainty for institutional investors who wish to use shareholders’ agreements as a mechanism for ownership profile management.

B. Judicial Reform

In the absence of legislative reform, the courts of Sierra Leone should be called upon to resolve the interpretive controversy identified in this article. The author respectfully submits that, when the question comes before the Sierra Leonean courts, they should adopt the second interpretation of sections 19 and 20 of the Act, for the reasons advanced in Part III above. This interpretation is consistent with the weight of comparative authority, with the policy objectives of the Act, and with the principles of statutory construction applicable in the jurisdiction.

The courts should also develop the oppression and unfair prejudice jurisdiction in the context of share restrictions, building on the English and Australian authorities discussed in Part IV above. In particular, the courts should affirm the principle that allotment conditions and amendments to the articles that are adopted for a genuine and bona fide governance purpose, and that do not cause oppression or unfair prejudice to minority shareholders, are valid and enforceable.

C. Regulatory Reform

The National Investment Board and its Corporate Affairs Directorate should issue guidance on the legal framework for share restriction in public companies. This guidance should address, in particular, the distinction between allotment conditions and transfer restrictions, the procedural requirements for the adoption of allotment conditions, the scope of the oppression and unfair prejudice jurisdiction, and the conditions under which shareholders’ agreements may validly regulate the transfer of shares.

The guidance should also address the transparency obligations of public companies that have adopted allotment conditions or are party to shareholders’ agreements that regulate share transfers. In the interests of investor protection and market confidence, such companies should be required to disclose the existence and material terms of such conditions and agreements in their annual reports and on their corporate websites.

D. Corporate Governance Reform

Public companies that wish to manage the composition of their ownership base should be encouraged to adopt comprehensive governance frameworks that address this objective in a transparent and legally compliant manner. Such frameworks should include provisions in the articles governing the allotment of shares, appropriate shareholders’ agreement structures, clear disclosure of governance objectives and ownership policies, and regular reporting to shareholders on the implementation of those policies.

The adoption of such frameworks would enhance investor confidence, reduce the risk of legal challenge, and contribute to the development of a culture of good corporate governance in Sierra Leone. It would also provide a model for other West African jurisdictions that face similar challenges in managing the ownership profile of regionally-focused public companies.

X. Conclusion

This article has examined the law governing the restriction of shares in public companies in Sierra Leone, with particular attention to the three modes of share acquisition — transfer, transmission, and allotment — and to the mechanisms by which a public company may seek to manage the composition of its ownership base while remaining within the bounds of the law.

The central finding of the article is that the Companies Act 2009 of Sierra Leone is characterised by a significant legislative gap in respect of the restriction of share transfers in public companies. Unlike the position in Ghana, Nigeria, India, and Singapore, the Act neither expressly prohibits nor expressly authorises public companies from restricting the transfer of their shares. The preferred interpretation of sections 19 and 20 of the Act — supported by the ordinary meaning of the statutory language, the weight of comparative authority, and the policy objectives of the legislation — is that public companies are subject to the principle of free transferability of shares and may not, by their articles, restrict the transfer of their shares. However, this conclusion cannot be stated with certainty in the absence of authoritative judicial or legislative clarification.

The article has also demonstrated that the transmission of shares by operation of law cannot be subjected to restriction, on the ground that sections 130 and 131 of the Act, read with the succession statutes of Sierra Leone, establish a mandatory regime for the devolution of shares upon the death of a shareholder that overrides any contrary provision in the articles.

By contrast, the allotment of unissued shares provides a legally sound and practically workable mechanism by which a public company may pursue legitimate governance objectives related to the composition of its ownership base. Section 103(1) of the Act expressly confers power on the company to impose conditions on the allotment of shares through its articles or by resolution in general meeting. A shareholders’ agreement among institutional shareholders provides a complementary mechanism for managing the transfer of existing shares, subject to the limitations of its contractual nature and its non-binding effect on the company.

The comparative analysis demonstrates that the principle of free transferability of shares in public companies is a near-universal feature of sophisticated common law company law regimes and is endorsed by international corporate governance standards. Sierra Leone’s aspiration to develop as a competitive destination for regional and international investment is best served by aligning its corporate law with this principle through express legislative provision.

The reform proposals advanced in this article — legislative amendment to confirm the principle of free transferability in public companies, regulatory guidance on the permissible mechanisms for ownership profile management, and the adoption of comprehensive corporate governance frameworks by companies with governance objectives in this area — represent, in the author’s submission, the most effective path towards resolving the existing legal uncertainties and enhancing Sierra Leone’s corporate law framework.

The issues examined in this article are not merely technical. They go to the heart of the relationship between the corporate form and the broader economic environment in which it operates. The restriction of shares in public companies raises fundamental questions about the purposes of company law, the interests that it serves, and the balance it strikes between freedom of contract and the protection of public markets. Sierra Leone, as a jurisdiction that is developing both its corporate law framework and its capital markets, has a unique opportunity to resolve these questions in a manner that is principled, transparent, and conducive to sustainable economic development.

The author commends these reform proposals to the Legislature, the Judiciary, the National Investment Board, and the corporate governance community of Sierra Leone, in the hope that they will contribute to the development of a company law framework that is fit for purpose in the twenty-first century.

Table of Authorities

Statutes

Companies Act No. 5 of 2009 (Sierra Leone) (as amended).

Companies (Amendment) Act 2014 (Sierra Leone).

Companies Regulations 2015 (Sierra Leone).

Administration of Estates Act Cap 45 of the Laws of Sierra Leone 1960.

Devolution of Estates Act 2007 (Sierra Leone).

Insurance Act 2016 (Sierra Leone).

Companies Act 2019 (Act 992) (Ghana).

Companies and Allied Matters Act 2020 (CAMA) (Nigeria).

Companies Act 2013 (India).

Companies Act 2006 (United Kingdom).

Companies Act 2008 (South Africa).

Companies Act 1993 (New Zealand).

Business Corporations Act RSC 1985 (Canada).

Companies Act (Cap 50) 2006 (Singapore).

Corporations Act 2001 (Australia).

Cases

Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 (CA).

Borland’s Trustee v Steel Brothers & Co Ltd [1901] 1 Ch 279.

Const v Harris (1824) Turn & R 496.

Gambotto v WCP Ltd (1995) 182 CLR 432 (HCA).

Greenhalgh v Mallard [1943] 2 All ER 234 (CA).

Hawks v McArthur [1951] 1 All ER 22.

Lyle & Scott Ltd v Scott’s Trustees [1959] AC 763 (HL).

Peter’s American Delicacy Co Ltd v Heath (1939) 61 CLR 457 (HCA).

Re Smith & Fawcett Ltd [1942] Ch 304 (CA).

Russell v Northern Bank Development Corporation Ltd [1992] 1 WLR 588 (HL).

Sidebottom v Kershaw, Leese and Co Ltd [1920] 1 Ch 154 (CA).

Shuttleworth v Cox Brothers and Co (Maidenhead) Ltd [1927] 2 KB 9 (CA).

Tett v Phoenix Property and Investment Co Ltd [1986] BCLC 149 (CA).

Wrothesley v Adams (1557) Plowed 187, 75 ER 287.

Books and Articles

Brian Cheffins, Company Law: Theory, Structure and Operation (OUP 1997).

Paul L Davies and Sarah Worthington, Gower’s Principles of Modern Company Law (11th edn, Sweet & Maxwell 2021).

Janet Dine and Marios Koutsias, Company Law (8th edn, Palgrave 2014).

Frank Easterbrook and Daniel Fischel, The Economic Structure of Corporate Law (Harvard UP 1991).

Derek French, Stephen Mayson and Christopher Ryan, Mayson, French & Ryan on Company Law (40th edn, OUP 2023).

Andrew Keay, ‘Tackling the Issue of the Corporate Objective: An Analysis of the United Kingdom’s “Enlightened Shareholder Value” Approach’ (2007) 29 Sydney LR 577.

OECD, G20/OECD Principles of Corporate Governance (OECD Publishing 2023).

Roberta Romano, ‘A Guide to Takeovers: Theory, Evidence and Regulation’ (1992) 9 Yale J Reg 119.

Len Sealy and Sarah Worthington, Sealy & Worthington’s Cases and Materials in Company Law (11th edn, OUP 2016).

Stroud’s Judicial Dictionary (8th edn, Sweet & Maxwell 2012) vol 2.

[1]The Companies Act No. 5 of 2009 (Sierra Leone) (as amended by the Companies (Amendment) Act 2014).

[2]The Companies Regulations 2015 (Sierra Leone).

[3]Borland’s Trustee v Steel Brothers & Co Ltd [1901] 1 Ch 279, 288 (Farwell J).

[4]Companies Act 2006 (UK) ss 544, 755, 770.

[5]See the Sierra Leone Companies (Amendment) Act 2014, which introduced further provisions relating to public companies.

[6]Stroud’s Judicial Dictionary (8th edn, Sweet & Maxwell 2012) vol 2, 2042.

[7]Wrothesley v Adams (1557) Plowed 187, 75 ER 287.

[8]Administration of Estates Act Cap 45 of the Laws of Sierra Leone 1960.

[9]Devolution of Estates Act 2007 (Sierra Leone).

[10]Sections 130(1) and (2) of the Companies Act 2009 (Sierra Leone).

[11]Section 103(1) of the Companies Act 2009 (Sierra Leone).

[12]Re Smith & Fawcett Ltd [1942] Ch 304 (CA).

[13]Tett v Phoenix Property and Investment Co Ltd [1986] BCLC 149 (CA).

[14]Lyle & Scott Ltd v Scott’s Trustees [1959] AC 763 (HL).

[15]Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656, 671 (Lindley MR)

[17]Sidebottom v Kershaw, Leese and Co Ltd [1920] 1 Ch 154 (CA).

[18]Shuttleworth v Cox Brothers and Co (Maidenhead) Ltd [1927] 2 KB 9 (CA).

[19]Gambotto v WCP Ltd (1995) 182 CLR 432 (HCA).

[20]Russell v Northern Bank Development Corporation Ltd [1992] 1 WLR 588 (HL).

[21]Greenhalgh v Mallard [1943] 2 All ER 234 (CA).

[22]See Roberta Romano, ‘A Guide to Takeovers: Theory, Evidence and Regulation’ (1992) 9 Yale J Reg 119.

[23]See OECD, G20/OECD Principles of Corporate Governance (OECD Publishing 2023) Principle II.

[24]See generally Frank Easterbrook and Daniel Fischel, The Economic Structure of Corporate Law (Harvard UP 1991) ch 5.

[25]Sections 265, 266 and 267 of the Companies Act 2009 (Sierra Leone).

[26]Section 266(2)(b) of the Companies Act 2009 (Sierra Leone).

[27]Section 98 of the Companies Act 2019 (Act 992) (Ghana).

[28]Section 22 of the Companies and Allied Matters Act 2020 (Nigeria).

[29]Section 151 of the Companies and Allied Matters Act 2020 (Nigeria).

[30]Section 44 of the Companies Act 2013 (India).

[31]Section 755 of the Companies Act 2006 (United Kingdom).

[32]Business Corporations Act RSC 1985 (Canada) s 49.

[33]Companies Act (Cap 50) 2006 (Singapore) s 105.

[34]Companies Act 1993 (New Zealand) s 84.

[35]Financial Institutions Act 2016 (Sierra Leone); Insurance Act 2016 (Sierra Leone).

[36]See generally Andrew Keay, ‘Tackling the Issue of the Corporate Objective’ (2007) 29 Sydney LR 577.

Copyright –Published in Expo Times News on Wednesday, 3rd June 2026 (ExpoTimes News – Expo Media Group (expomediasl.com)

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