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Capital Market Laws And Professional Ethics: The Nigerian Solicitor’s Perspective

Capital Market Laws And Professional Ethics: The Nigerian Solicitor’s Perspective. By Anthony I. Idigbe SAN. Introduction. This paper focuses on the importance of legal practitioners in the capital market the need for regulation professional ethics in the legal profession

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Capital Market Laws And Professional Ethics: The Nigerian Solicitor’s Perspective

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  1. Capital Market Laws And Professional Ethics: The Nigerian Solicitor’s Perspective By Anthony I. Idigbe SAN

  2. Introduction This paper focuses on • the importance of legal practitioners in the capital market • the need for regulation • professional ethics in the legal profession • enforcement laws and procedures • regulation of capital market operators generally • regulation of the Nigerian Solicitors in particular

  3. The Capital Market And The Need For Regulation • A viable market hardly gets under way in the absence of regulation. • Regulation (both statutory and self) plays an important role in maintaining the integrity of the market. • Market is information driven. • These measures of checks and counter checks prevent any material misstatements, concealment of facts or deliberate misrepresentation of facts about the company, its officers or its business.

  4. Cont’d • Liability may arise from failure to meet the obligations imposed on the Nigerian solicitors. • Registration by SEC ensures discipline and regulation of conduct. • The importance of the solicitor to the offer lies in his independence. • The need for regulation is otherwise market abuse and fraud may spiral out of control. • Regulation maintains the integrity of the market. • Investors must be made to perceive that the capital market is efficient, transparent and disciplined.

  5. Statutory Instruments for Regulation • Legal Practitioners’ Act 1990 – Sec 11 • Investments and Securities Act 1999 – Sec 262 • SEC Rules – Regulation 39 • International Organization of Securities Commission (IOSCO) Securities Market Regulation

  6. Capital Market Solicitor • Solicitor to the Issuer • Solicitor to the Issue • Solicitor to the Trustee

  7. Role of Capital Market Solicitors • Due diligence • Certification of every form submitted to SEC/NSE • Issuance of letter of comfort • Appearance before Investment and Securities Tribunal

  8. Professional Ethics • Definition – the science of morals/branch of philosophy concerned with human character and conduct belonging to or relating to a profession

  9. Legal Ethics • Definition - The standards of minimally acceptable conduct within the legal profession, involving the duties that its members owe one another, their clients and the courts.

  10. Capital Market Solicitors Association • Self Regulatory organization • Supplements relevant laws and regulation applicable to participants within the market • Protects the general interest of lawyers in the capital market • Creates a platform for effective participation in policy and regulation process • Code of Conduct – sets minimum standard which is higher than that required of an ordinary solicitor, including the obligation to report fraud.

  11. Conclusion • Market is information driven. • Information must be controlled and given in good faith. • This information is relied on by would be investors. • There should be statutory and self regulation. • Increased liability for material mis-statements. • Effective enforcement of penalties.

  12. Thank You!

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