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The Law on Corporate Governance and Shareholder Protection in Kenya: a Case for Reduction of Corporate Scandals Within Private Companies

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The Law on Corporate Governance and Shareholder Protection in Kenya: a Case for Reduction of Corporate Scandals Within Private Companies UNIVERSITY OF NAIROBI School of Law The Law on Corporate Governance and Shareholder Protection in Kenya: A Case for Reduction of Corporate Scandals within Private Companies A Thesis submitted in partial fulfilment of the requirements for the award of the Degree of Master of Laws (LL.M), the University of Nairobi. by Nyakeri Boaz Amoro G62/7713/2017 November, 2020 NAIROBI DECLARATION I, NYAKERI BOAZ AMORO of Registration Number G62/7713/2017, do hereby declare that this project paper is my original work. I further declare that this work has never been submitted to any university, college or other institution of learning for any academic credit or other award. Other works cited or referred to are accordingly acknowledged. ………………………………… ……………………… NYAKERI BOAZ AMORO DATE (G62/7713/2017) SUPERVISOR’S DECLARATION This thesis has been submitted for examination with my knowledge and approval as the university supervisor. ………………………………………. ……………………… DR. AKUNGA MOMANYI DATE UNIVERSITY OF NAIROBI SCHOOL OF LAW ii ACKNOWLEDGEMENT Foremost, I thank God for granting me the strength and ability to undertake this study. I am also deeply thankful to all my course instructors for their relentless efforts that saw me complete my Master of Laws (LL.M) programme successfully. Their invaluable expertise played a fundamental role towards this achievement. I recognise and appreciate the dexterous capabilities of my supervisor, Dr. Akunga Momanyi, who is responsible for the intellectual drive that has motivated me and facilitated the completion of this work. His continuous support guided me towards the right direction of this research. My gratitude further goes to my LL.M colleagues for criticising this work and devoting their time to my attention in order for me to complete this study. Their support, encouragement and insightful comments are priceless. It would also be unfair if I omit to acknowledge, with humility, my LL.M defence panel that consisted of Dr. Akunga Momanyi, Dr. Seth Wekesa and Dr. Ken Mutuma. Their mastery and proficiency came in handy with my quest to completing this research. Finally, I express my profound gratitude to my family for their enduring support and encouragement throughout my years of study, especially during this thesis. This accomplishment would not have been possible without them. iii DEDICATION To dad and mum, from whom I draw immense inspiration. iv LIST OF CASES 1. Aron Salomon vs. Salomon & Company Limited [1897] AC 22 2. Borland‟s Trustee vs. Steel Brothers & Co. Ltd [1901] 1 Ch.279 3. Foss vs. Harbottle [1843] 2 Hare 461 4. Kimani Waweru & 4 Others vs. Central Bank of Kenya & 7 Others [2018] eKLR 5. National Hospital Insurance Board of Management vs. Deposit Protection Fund Board (As Liquidator of Euro Bank Limited) (In Liquidation) Euro Bank Limited (In Liquidation) & 3 others [2014] eKLR 6. Nyali Ltd vs. A-G of Kenya [1955] ALL ER 646 7. Peskin vs. Anderson [2000] All ER (D) 2278 8. Primrose Management Limited & 3 Others vs. Nakumatt Holdings Limited & another [2018] eKLR 9. Republic vs. Lloyd Masika & Uchumi Supermarkets & 13 others [Criminal Case No. 900 of 2008] 10. Winding Up Cause 29 and 30 of 1986: In the Matter of an Application by the Official Receiver and Liquidator of Continental Credit Finance Limited (In Liquidation) [2012] eKLR 11. Winding Up Cause No. 1175 of 2002: In the Matter of Eurobank 12. Winding Up Cause No. 5 of 1987: In the Matter of Capital Finance Limited v LIST OF STATUTES, REGULATIONS AND OTHER LEGAL INSTRUMENTS Capital Markets (Amendment) Act of 2018 Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002 Capital Markets (Securities) (Public Offers, Listing and Disclosures) (Amendment) Regulations, 2016 Capital Markets Act, Chapter 485A of the Laws of Kenya. Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015 Combined Code of Corporate Governance of 2003 Companies (Amendments) Act of 2017 Companies (General) Amendment Regulations of 2017 Companies Act of 1948 (UK) Companies Act, 2006 (UK) Companies Act, Chapter 486, Laws of Kenya Companies Act, No. 17 of 2015 Constitution of Kenya, 2010 Joint Stock Companies Act of 1844 (UK) Limited Liability Act of 1855 (UK) Nairobi Securities Exchange (Market Participant) Rules, 2014. Penal Code, Chapter 63, Laws of Kenya Sarbanes – Oxley Act, 2002 (US) vi LIST OF ABBREVIATIONS AND ACRONYMS ABIL African Bank Investments Limited ACTS African Centre for Technology Studies A-G Attorney General AGM Annual General Meeting AIG American Insurance Group All ER All England Law Reports ARTS Applied Research and Training Services BCCI Bank of Credit and Commerce International BoD Board of Directors CACG Commonwealth Association for Corporate Governance CBK Central Bank of Kenya CCG Centre for Corporate Governance (K) CEOs Chief Executive Officers CFO Chief Finance Officer CMA Capital Markets Authority CMC Cooper Motor Corporation (K) Limited CS Cabinet Secretary CSR Corporate Social Responsibility EA East Africa Edn Edition Eds Editors eKLR Electronic Kenya Law Reports vii GDP Gross Domestic Product GoK Government of Kenya IBLR Imperial Bank Limited ICDC Industrial and Commercial Development Corporation IFIs International Financial Institutions IMF International Monetary Fund IoDSA Institute of Directors in Southern Africa JSE Johannesburg Stock Exchange KCB Kenya Commercial Bank KDIC Kenya Deposit Insurance Corporation KENATCO Kenya National Transport Company KICOMI Kisumu Cotton Mills KMC Kenya Meat Commission KNH Kenyatta National Hospital KNTC Kenya National Trading Corporation KTDA Kenya Tea Development Agency Holdings Limited KWAL Kenya Wine Agencies Limited KWP Kinangop Wind Park Limited LL.M Master of Laws NBFI Non-Bank Financial Institutions NBK National Bank of Kenya NCPB Nairobi Cereals and Produce Board NEDs Non-Executive Directors viii NGOs Non-Governmental Organisations NHIF National Hospital Insurance Fund NHL Nakumatt Holdings Limited NMC Numerical Machining Complex NSE Nairobi Security Exchange NSSF National Social Security Fund OECD Organisation for Economic Co-operation and Development OUP Oxford University Press SA South Africa SAPs Structural Adjustment Programs SCs State Corporations SLP Separate Legal Personality SOA Sarbanes-Oxley Act (2002) SOEs State Owned Enterprises SSA Sub-Saharan Africa UCHM Uchumi Supermarkets UK United Kingdom US(A) United States of America WB World Bank ix TABLE OF CONTENTS DECLARATION........................................................................................................................... ii ACKNOWLEDGEMENT ........................................................................................................... iii DEDICATION.............................................................................................................................. iv LIST OF CASES ........................................................................................................................... v LIST OF STATUTES, REGULATIONS AND OTHER LEGAL INSTRUMENTS ............ vi LIST OF ABBREVIATIONS AND ACRONYMS .................................................................. vii TABLE OF CONTENTS ............................................................................................................. x ABSTRACT ................................................................................................................................ xiv CHAPTER ONE ........................................................................................................................... 1 OVERVIEW AND STRUCTURE OF THE STUDY ................................................................ 1 1.0 Background of the Study ............................................................................................................ 1 1.1 Statement of the Problem ........................................................................................................... 4 1.2 Justification of the Study ............................................................................................................ 5 1.3 Objectives of the Study ............................................................................................................... 6 1.4 Research Questions ..................................................................................................................... 6 1.5 Hypotheses of the Study ............................................................................................................. 7 1.6 Theoretical Framework .............................................................................................................. 7 1.6.1 Agency Theory ...................................................................................................................... 7 1.6.2 Stewardship Theory............................................................................................................... 9 1.6.3 Contractarian Theory ......................................................................................................... 10 1.7 Conceptual Framework ............................................................................................................ 12 1.8 Research Methodology ............................................................................................................. 15 1.9 Literature Review ..................................................................................................................... 17 1.10 Limitations of the Study ..........................................................................................................
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