Corporate Governance of Copyright Collecting Societies in Nigeria: Are (Some) Interventions Under the Copyright Act Lawful?
Nigerian Institute of Advanced Legal Studies Journal of Intellectual Property, Forthcoming
30 Pages Posted: 3 Dec 2019
Date Written: July 29, 2019
As organisations that negotiate and grant licences for the use of copyright-protected materials and collect and distribute royalties to copyright owners, collecting societies are one of the important institutions of the copyright industry. Although good corporate governance is a sine qua non for the viability and efficiency of collecting societies, the Copyright Act, does not grant the copyright sector regulator - Nigerian Copyright Commission (NCC) - a specific competence to intervene in the field of corporate governance of collecting societies. The competence of the NCC to act in the field of corporate governance of copyright collecting societies has been primarily based on the need to approve collecting societies to operate as such.
To tackle some of the corporate governance issues facing the collecting societies, the NCC has intervened with directives relating to the internal management of the Collecting Society of Nigeria (COSON). Disobedience to these directives has led to the suspension of the operating licence of COSON. While collecting societies are within the regulatory competence of the NCC by virtue of the Copyright Act, they are also companies and the provisions of the Companies and Allied Matters Act 2004 stipulate steps that may be taken when a company’s affairs are being run in a manner that is prejudicial to the company.
This paper discusses: (1) the legality of the NCC’s actions in the corporate governance of collecting societies that resulted in the suspension of COSON’s operating licence; and (2) whether there can be intervention under CAMA, in the corporate governance of collecting societies and, if so, what form such intervention may take. It concludes that while the NCC’s actions in some corporate governance matters involving collecting societies under the Copyright Act may stand on shaky foundation, the NCC may proceed on firmer ground under the CAMA.
Keywords: corporate governance of copyright collecting societies, copyright, copyright and company law
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