The Nigerian Enterprises Promotion Decree of 1972, which was promulgated in Nigeria after the country gained its independence from Britain, put in place a framework for the varied transfer of equity ownership of expatriate businesses to Nigerians. The decree was replaced by a more stringent order in 1977. Despite the extensive research on the Nigerian indigenization episode, there have been few studies on the role of the British government in the entire exercise. This paper, using newly available evidence from the National Archives London, investigates the role played by the British government during the indigenization episode. Evidence in this paper suggests that the British government explored various strategies, orthodox and unorthodox, in its bid to protect British business interests in Nigeria during the period.
1 Before 1960, when it gained political independence, Nigeria, the most populous African country, was a British colony. The country has three main ethnic groups: Hausas (north), Yorubas (west), and Ibos (east). Political and social tensions in the country regularly reflected both ethnic and religious differences.
2 The nationalization of the oil industry in Nigeria, which closely followed the strategy used by other member states of the Organization of the Petroleum Exporting Countries (OPEC), which it joined in 1971, was not covered by this legislation. It is thus outside the scope of this article. For a summary of events that took place in the Nigerian oil industry, see Uche, Chibuike, “British Petroleum vs. the Nigerian Government: The Capital Gains Tax Dispute, 1972–79,” Journal of African History 51 (2010): 167–88.
3 See Federal Republic of Nigeria, Second National Development Plan, 1970–74: Programme of Post-War Reconstruction and Development (Lagos, 1970), 239. Prior to nationalization, the Nigerian economy was dominated by foreign businesses. See Akeredolu-Ale, Ekundayo, “Private Foreign Investment and the Underdevelopment of Indigenous Entrepreneurship in Nigeria,” in Nigeria: Economy and Society, ed. Williams, Gavin (London, 1976), 109; and Odufalu, Johnson, “Indigenous Enterprise in Nigerian Manufacturing,” Journal of Modern African Studies 9 (1971): 599.
4 See Economic and Commercial Department, British High Commission File Notes, April 1972, British National Archives (hereafter BNA), Board of Trade (hereafter BT) 241/2558.
5 See Wilson McMeekin (Department of Trade and Industry, hereafter DTI) to John Wilson (Foreign and Commonwealth Office, hereafter FCO) confidential letter, 9 Feb. 1972, BNA FCO 65/1220. See also P. J. Goulden to John Wilson, confidential internal memo of the FCO dated 13 July 1972 (BNA FCO 65/1221).
6 See Beveridge, Fiona, “Taking Control of Foreign Investment: A Case of Indigenization in Nigeria,” International and Comparative Law Quarterly 40 (1991): 302–33; Ndongko, Wilfred, and Abraham, Emmanuel, “The Problems and Prospects of Implementing Nigeria's Indigenization Policy,” Afrika Spectrum 17 (1982): 67–86; Ejiofor, Pita, “The Limitations of Indigenization Decree,” Nigeria Trade Journal 27 (1980): 35–41; Tobi, Niki, “The Nigerian Enterprises Promotion Act,” Journal of World Trade Law 15 (1981): 543–53; Ekukinam, Asumoh, “Economic Revolution that is Becoming,” Nigeria Trade Journal 24 (1977): 8–10; Maiyekogbon, Seth, “Nigerian Indigenization Policy Revisited,” Nigerian Business Digest 62 (1981): 3–6; Goel, R. K., “Indigenization: Corporate Control by Nigerians, A Plea for Company Law Reform,” Nigerian Current Law Review (1982): 232–39; and Ezeife, Emeka, “Nigeria,” in Indigenization of African Economies, ed. Adedeji, Adebayo (London, 1981), 164–86. Zayyad, Hamza, “Commercial Banks in the Indigenization of Commerce and Industry in Nigeria: Problems and Prospects,” Nigerian Journal of Public Affairs 3 (1973): 5–11; Teriba, Owodunni, “Financing Indigenization,” Quarterly Journal of Administration 9 (1975): 159–76; Asabia, Samuel, “Impact of the Nigerian Enterprises Promotion Decrees on the Banks and Other Financial Markets,” Quarterly Journal of Administration 3/4 (1982): 129–50.
See Hoogvelt, Ankie, “Indigenization and Foreign Capital: Industrialisation in Nigeria,” Review of African Political Economy 14 (1979): 56–68; Balabkins, Nicholas, Indigenization and Economic Development: The Nigerian Experience (London, 1982); and Verhoef, Grietjie, “Economic Empowerment and Performance: Strategies towards Indigenization: Black Economic Performance of such Enterprises in Nigeria and South Africa, since the Early 1970s to 2002,” Journal of Contemporary History 29 (2004): 92–118. See also Biersteker, Thomas, Multinationals, the State and Control of the Nigerian Economy (Princeton, 1987); Sanda, Akinade, The Challenges of Nigeria's Indigenization (Ibadan, 1982); Inanga, Eno, “The First Indigenization Decree and the Dividend Policies of Nigerian Quoted Companies,” Journal of Modern African Studies 16 (1978): 319–28; Bobo, Benjamin, “Multinational Corporations in the Economic Development of Black Africa,” Journal of African Studies 9 (1982): 13–21; Donovan, Jerome, “Nigeria after ‘Indigenization’: Is There Any Room Left for the American Businessman?” International Lawyer 8 (1974): 600–605; Akinsanya, Adeoye, “Multinational Corporations in Nigeria and Issues of Development,” Geneva Africa 23 (1984): 79–96; and Adedeji, Adebayo, “Prospects and Limitations of Indigenization,” in Indigenization of African Economies, ed. Adedeji, Adebayo (London, 1981), 383–95.
7 Lipson, Charles, Standing Guard: Protecting Foreign Capital in the Nineteenth and Twentieth Centuries (Berkeley, 1985), 39.
8 WAC was an umbrella body established by foreign businesses in the country to protect their interests. Fieldhouse, David, Merchant Capital and Economic Decolonization: The United Africa Company, 1929–1987 (Oxford, 1994) and Biersteker, Multinationals, the State and Control.
9 Most archives, including the British National Archives (BNA) London, have a thirty-year rule in this regard. It is therefore not surprising that most historical studies on the operations of multinational companies in Nigeria during the indigenization era tend to contain limited information on the role of the British government in the indigenization process. In comparison to Fieldhouse, Merchant Capital and Economic Decolonization, for instance, the archival sources used in this study are essentially different. This paper relies extensively on the records of the BNA while the Fieldhouse book, which was sponsored by UAC, relied mainly on the records of UAC. Although Fieldhouse also used materials from the BNA, it was mainly for the part of his work that related to the 1930s and 1940s. By contrast, this article has the advantage of access to BNA archival materials relating to the indigenization period (1970s). Furthermore, by focusing on the activities of various British businesses and the dynamics of their relationships with the British government during the indigenization era in Nigeria, this article provides useful insights that go beyond a one-company case study.
10 See John Williams (BHC) to FCO, Confidential Telegram, 12 July 1976, BNA BT 241/2559.
11 See Cyril Pickard (BHC) to Alec Douglas-Home, confidential letter, 15 June 1972, BNA FCO 65/1221.
12 See Khan, Sarah, Nigeria: The Political Economy of Oil (Oxford, 1994), 8–9. See also Decker, Stephanie, “Corporate Legitimacy and Advertising: British Companies and the Rhetoric of Development in West Africa, 1950–1970,” Business History Review 81 (2007): 76.
13 Biersteker, , Multinationals, the State and Control, 7.
14 See Kobrin, Stephen, “Expropriation as an Attempt to Control Foreign Firms in LDCs: Trends from 1960 to 1979,” International Studies Quarterly 28 (1984): 330.
15 Lipson, Charles, Standing Guard, 18, 100.
16 Tignor, Robert, Capitalism and Nationalism at the End of Empire: State and Business in Decolonizing Egypt, Nigeria, and Kenya, 1945–1963 (Princeton, 1998), 20–21.
17 Rood, Leslie, “Nationalisation and Indigenisation in Africa,” Journal of Modern African Studies 14 (1976): 427–28.
18 Akinsanya, Adeoye, “Host Government Responses to Foreign Economic Control: The Experience of Selected African Countries,” International and Comparative Law Quarterly 30 (1981): 769–70.
19 Rood, , “Nationalisation and Indigenisation in Africa,” 431.
20 Rood, , “Foreign Investment in African Manufacturing,” Journal of Modern African Studies 13 (1975): 29.
21 Ibid., 30.
22 Hoogvelt, , “Indigenization and Foreign Capital,” 56.
23 See Uche, Chibuike, “Oil, British Interests and the Nigerian Civil War,” Journal of African History 49 (2008): 118.
24 Onwuka, Ralph, A Political Economy of the Control of Transnational Corporations in Nigeria (Owerri, 1992), 72. See also Akinsanya, Adeoye, “State Strategies toward Nigerian and Foreign Business,” in The Political Economy of Nigeria, ed. Zartman, William (New York, 1983), 150–52; Donovan, Jerome, “Nigeria: Still Safe for US Investors?” Vanderbilt Journal of Transnational Law 10 (1977): 601–12; and Adejugbe, Michael, “The Myths and Realities of Nigeria's Business Indigenization,” Development and Change 15 (1984): 578.
25 Federation of Nigeria, National Development Plan: 1962–1968 (Lagos, 1962), 24.
26 See Collins, Paul, “Public Policy and the Development of Indigenous Capitalism: The Nigerian Experience,” Journal of Commonwealth and Comparative Politics 15 (1977): 141.
27 Quoted in Prasad, Benjamin, “Managerialism and Economic Development in Africa,” Management International Review 7 (1967): 91.
28 See, for instance, Athukorala, Premachandra and Menon, Jayant, “Foreign Investment and Industrialisation in Malaysia: Exports, Employments and Spillovers,” Asian Economic Journal 10 (1996): 29–31. See also Okamoto, Yumiko, “Impact of Trade and FDI Liberalization Policies on the Malaysian Economy,” The Developing Economies 32 (1994): 460–64.
29 See, for instance, Kuruvilla, Sarosh, Erickson, Christopher and Hwang, Alvin, “An Assessment of the Singapore Skills Development System: Does it Constitute a Viable Model for other Developing Countries?” World Development 30 (2002): 1461–76.
30 Decker, Stephanie, “Postcolonial Transitions in Africa: Decolonization in West Africa and Present Day South Africa,” Journal of Management Studies 47 (2010): 792.
31 This was at least in part because indigenization was fashionable at the time among developing countries. See MacDonald, George, “Recent Legislation in Nigeria and Ghana Affecting Foreign Private Direct Investment,” International Lawyer 6 (1972): 555; Ogbuagu, Kobrin, “Expropriation as an Attempt to Control Foreign Firms,” 333; and Rood, , “Nationalisation and Indigenisation in Africa,” 431. Furthermore, the activities of some multinational firms during the war caused the government to view these firms with a degree of postwar mistrust. See Chibuzo, , “The Nigerian Indigenization Policy: Nationalism or Pragmatism?” African Affairs 82 (1983): 254.
32 See Hirschman, Albert, Exit, Voice, and Loyalty: Responses to Decline in Firms, Organizations, and States (Cambridge, Mass., 1970).
33 See Cyril Pickard to Alec Douglas-Home, 15 June 1972.
34 See Wilson McMeekin to John Wilson, 9 Feb. 1972.
35 The Capital Issues Committee was established in 1962 as an ad hoc committee. It was charged with regulating the orderly development of the capital market in Nigeria, coordinating all issues of capital, and ensuring that each issue fit into the broad capital requirements of the country. Not until 1973 did the Committee, with the promulgation of the Capital Issues Decree, metamorphose into the Capital Issues Commission. This essentially formalized and legalized the function of capital market regulation in Nigeria. See Nwankwo, Green, The Nigerian Financial System (London, 1984), 146–47.
36 See Lawrence Hope, BHC file notes, 27 Jan. 1972, BNA FCO 65/1220.
37 Cyril Pickard (FCO), Confidential notes, 26 Jan. 1972, BNA FCO 65/1220. See also Cyril Pickard to John Wilson, confidential memo, 19 Feb. 1972, 7, BNA FCO 65/1220.
38 Lawrence Hope, BHC file notes, 27 Jan. 1972.
39 Examples of businesses listed in “Schedule 1” in the decree were advertising and public relations, block and brick manufacturing, haulage of goods by road, garment manufacture, radio and television broadcasting, and retail trade (except supermarkets).
40 See sections 4 and 5 of the Decree. Examples of affected enterprises affected, listed in “Schedule 2” of the decree, included beer brewing, boat building, bicycle and motorcycle tire manufacture, soft-drinks bottling, construction, cosmetics, department stores, distribution and servicing of motor vehicles and machines, real-estate agencies, and wholesale distribution.
41 The reasoning behind this provision appears to have been the determination of the Nigerian government to prevent companies that had previously understated their profits in the past for tax reasons from presenting different sets of accounts for determining their share prices. See Graves, E., “Indigenization in Nigeria,” Black Enterprise 4 (1973): 50.
42 See Cyril Pickard to John Wilson, confidential memo, 19 Feb. 1972.
43 See Foreign and Commonwealth Office and Department of Trade and Industry, British Private Investment in Developing Countries, presented to Parliament by the Secretary of State for Foreign and Commonwealth Affairs and the Secretary of State for Trade and Industry by command of Her Majesty (London, Apr. 1971).
44 See Lawrence Hope (BHC) to Wilson McMeekin (DTI), confidential letter, 27 Mar. 1972, BNA FCO 65/1221. For an explanation of the inclusion of the OAU exemption clause, see George Finlayson (BHC) to T. M. Piercy (FCO), restricted letter, 21 July 1972, BNA FCO 65/1221.
45 Sanda, , The Challenges of Nigeria's Indigenization, 40.
46 Graves, , “Indigenization in Nigeria,” 50.
47 See Cyril Pickard, confidential memo, 19 Feb. 1972, BNA BT 241/2558. See also Brauw-Hay, Elizabeth De, “Investment in Nigeria and the Nigerian Enterprises Promotions Decree, 1972,” Bulletin for International Fiscal Documentation 29 (1975): 201.
48 See Cyril Pickard to FCO, confidential telegram, 10 Mar. 1972, BNA FCO 65/1220.
49 See British High Commission Note to the Nigerian Ministry of External Affairs, 20 Mar. 1972, BNA FCO 65/1220.
50 See Lawrence Hope (BHC) to Wilson McMeekin (DTI), confidential letter, 31 May 1972, BNA FCO 65/1221.
51 See British High Commissioner at Lagos to John Wilson (FCO), confidential memo, 19 Feb. 1972, and British High Commissioner at Lagos to Secretary of State for Foreign and Commonwealth Affairs, confidential memo, 15 June 1972, BNA BT 241/2558.
52 See P. J. Goulden to John Wilson, confidential internal memo of the FCO, 13 July 1972, BNA FCO 65/1221. The infiuence of the economic permanent secretaries subsequently came under attack from Nigerian “tycoons,” who felt that the profit motive was endemic in Nigeria and that the future development of the country required the full support of private enterprise. See Richard Parsons (BHC) to John Wilson (FCO), confidential letter, 8 May 1972, FCO 65/1221.
53 See John Wilson to P. J. Goulden, undated memo, BNA FCO 65/1221.
55 See John Wilson to Wilson McMeekin, confidential letter, 17 Nov. 1972, BNA FCO 65/1222. See also Graves, , “Indigenization in Nigeria,” 52.
56 See A. M. Ferguson (Irvin and Bonnar) to Lawrence Hope (BHC), 24 Mar. 1972, BNA FCO 65/1221.
57 See BHC file notes, 1 Aug. 1972, BNA FCO 65/1221.
59 See Federal Republic of Nigeria, Federal Military Government Views on the Report of the Industrial Enterprises Panel (Lagos, 1976), 6. Even before the promulgation of the NEPD 1972, it was widely believed that corruption played a part in determining the shape of the final decree. See Collins, , “Public Policy and the Development of Indigenous Capitalism,” 134.
60 See Lawrence Hope (BHC) to Wilson McMeekin (DTI), confidential letter, 31 May 1972, BNA BT 241/2558.
61 See Fieldhouse, , Merchant Capital and Economic Decolonization, 509–10.
62 For a detailed study of Unilever and its global practices see Wilson, Charles, The History of Unilever: A Study in Economic Growth and Social Change, 2 vols. (London, 1954), Wilson, Charles, Unilever, 1945–1965: Challenges and Responses in the Post-War Industrial Revolution (London, 1968) and Fieldhouse, David, Unilever Overseas: the Anatomy of a Multinational, 1895–1965 (London, 1978). For a detailed study of the practices of UAC in Nigeria, see Fieldhouse, , Merchant Capital and Economic Decolonization and Geoffrey Jones, Renewing Unilever: Transformation and Tradition (Oxford, 2005).
63 See Alfred Hall (BHC) to Wilson McMeekin (DTI), confidential letter, 15 Dec. 1972, BNA FCO 65/1222.
64 See, for instance, undated editorial in Nigerian Observer newspaper, BNA FO 65/1222. See Jones, Geoffrey and Decker, Stephanie, “Unilever as a ‘Multi-local Multinational,’” Harvard Business School case 9-808-025 (Boston, 2007), 12.
65 Biersteker, , Multinationals, the State, and Control, 112–13. See also Thomas, , “The Illusion of State Power: Transnational Corporations and the Neutralization of Host Country Legislation,” Journal of Peace Research 3 (1980): 214–16.
66 See Engberg, Holger, “Indigenization of the Business Sector through the Organized Capital Market,” Journal of Management Studies 7 (1975): 6–7; and Uzoaga, William and Alozieuwa, John, “Dividend Policy in an Era of Indigenization,” Nigerian Journal of Economic and Social Studies 16 (1972): 469.
67 Anifowose, Remi, “Indigenization Policies in Africa: A Comparative View,” paper read at the 21st Annual Convention of the International Studies Association, Los Angeles, 19–22 Mar. 1980, 19.
68 For a general appreciation of the global practices of multinational banks at the time see Jones, Geoffrey, British Multinational Banking, 1830–1990 (Oxford, 1993), Ackrill, Margaret and Hannah, Leslie, Barclays: The Business of Banking, 1690–1996 (Cambridge, 2001) and Crossley, Julian and Blandford, John, The DCO Story: A History of Banking in many Countries, 1925–1971 (London, 1975). For more specific studies on the practices and strategies of multinational banks in Nigeria, see Fry, Richard, Bankers in West Africa (London, 1976), Decker, Stephanie, “Decolonising Barclays Bank DCO? Corporate Africanisation in Nigeria, 1945–1969,” Journal of Imperial and Commonwealth History 33 (2005): 419–40 and Uche, Chibuike, “Accounting and Control in Barclays Bank (DCO): The Lending to Africans Episode,” Accounting, Business and Financial History 8 (1998): 239–60.
69 See T. M. Piercy to John Wilson, 19 Apr. 1972, BNA FCO 65/1221.
70 See Hope to McMeekin, confidential letter, 31 May 1972.
71 See BHC to Wilson McMeekin (DTI), confidential letter, 21 Dec. 1972, BNA FCO 65/1222. This arrangement no doubt pleased Standard Bank. Mr. Piercy, its executive director “stated quite categorically that his Bank was well content.” See Patrick Roberts to Alfred Hall, confidential BHC internal memo, 19 Dec. 1972, BNA FO 65/1222. With respect to pricing in other industries, the Nigerian Capital Issues Committee faced “strong criticism” that its policies were arbitrary. An FCO official, however, concluded, “I have doubts whether the Capital Issues Committee's action justifies the strong criticism made.” See Cyril Pickard to John Wilson, confidential memo, 19 Feb. 1972, 7, BNA FCO 65/1220. For various views on CIC pricing, see Aboyade, Teriba, “Financing Indigenization,” 164; Ojetunji, , “Indigenizing Foreign Enterprises: Some Lessons from the Nigerian Enterprises Promotions Decree,” in Industrial Development in Nigeria: Patterns, Problems and Prospects, ed. Teriba, Owodunni and Kayode, Michael (Ibadan, 1977), 381–82; and Judd, E. C., “The Changing Face of Foreign Business in Africa—Participation and Integration,” African Affairs 76 (1977): 101.
72 See Patrick Roberts to Alfred Hall, confidential BHC internal memo, 19 Dec. 1972, BNA FO 65/1222.
73 See File Notes by Lawrence Hope, 26 July 1972, BNA BT 241/2558. See also Kenneth East (BHC) to John Wilson (FCO), brief, 18 Nov. 1972, BNA FO 65/1222.
74 See Alfred Hall (BHC) to Wilson McMeekin (DTI), 5 Sept. 1972, BNA FO 65/1222.
75 Judd, , “The Changing Face of Foreign Business,” 100.
76 See Hoogvelt, , “Indigenization and Foreign Capital,” 62–65.
77 For the detailed terms of reference of the panel, see Federal Republic of Nigeria, Federal Military Government Views, 3.
78 Ibid., 4. See also Biersteker, Thomas, “Indigenization in Nigeria: Rationalization or Denationalization?” The Political Economy of Nigeria, ed. Zartman, William (New York, 1983), 189.
79 See J. R. Johnson (BHC) to R. J. Spenser (FCO), restricted internal memo, 9 July 1972, BNA BT 241/2559; and R. J. Spencer (FCO) to Patrick Roberts (BHC), confidential telex, 10 Aug. 1976, BNA BT 241/2559.
80 See L. G. Faulkner (BHC) to Harold Formstone (DTI), 15 July 1976, BNA BT 241/2559.
81 See John Williams (BHC) to FCO, confidential telex, 9 July 1976, BNA BT 241/2559.
82 See Section 7 (1) of the NEPD 1977.
83 See Harold Formstone to Secretary of State for Trade, internal Board of Trade memorandum, 12 Aug. 1976, BNA BT 241/2559. See also Secretary of State for Trade, office minute no. 999, 19 July 1976, BNA BT 24/2559.
84 Blankenheimer, Fieldhouse, Merchant Capital and Economic Decolonization, 665. See also Bernard, , “The Foreign Investment Climate in Nigeria,” Vanderbilt Journal of Transnational Law 10 (1977): 597.
85 See Federal Republic of Nigeria, Federal Military Government's Views, 7.
86 Biersteker, , Multinationals, the State, and Control, 68–69.
87 See John Williams (BHC) to FCO, confidential telegram, 12 July 1976, BNA BT 241/2559. See also Johnson to Spenser, restricted internal memo, 9 July 1976, BNA BT 241/2559.
88 See Secretary of State for Trade, office minute number 999, 19 July 1976, BNA BT 24/2559.
89 Ch. 2, par. 29 of the plan.
90 See BHC notes for the records by John Williams, 1 Sept. 1976, BNA BT 241/2559.
91 See Nigerian Chronicle newspaper, 24 July 1976 and 26 July 1976. See also Nigerian Herald newspaper, 24 July 1976.
92 “Transfer Pricing—the pricing of goods and services traded among units of the same multinational corporation—has presented a major problem for African host countries in their relations with MNCs [multinational corporations]. The difficulty largely relates to the inability of African governments to investigate and monitor transfer pricing of commodity trade by multinational corporations. Numerous difficulties African host nations have experienced in this regard arise from four factors in particular: conceptual issues in defining appropriate transfer prices; an imbalanced or uneven incidence of transfer pricing across different industries and by different firms; internal and external problems in gathering data relevant to checking and monitoring intra firm pricing; and, management and procedural problems in monitoring transfer pricing and detecting improper conduct.” See Bobo, , “Multinational Corporations,” 16.
93 See Hoogvelt, Ankie, “Indigenization and Technological Dependency,” Development and Change 11 (1980): 271.
94 See statement by the Federal Commissioner of Finance, A. E. Ekukinam, to the chief executives of banking institutions on aspects of federal government banking policy, 29 June 1976, BT 241/2559.
95 See BHC file notes by John Williams, 20 Aug. 1976, BNA BT 241/2559.
96 Barclays Bank eventually changed its name to Union Bank of Nigeria Ltd. in 1979.
97 See BHC file notes by John Williams, 20 Aug. 1976, BNA BT 241/2559.
99 See Diai, Ndongko and Abraham, , “The Problems and Prospects of Implementing Nigeria's Indigenization Policy,” 67–86; Stella, , “Encouraging Response to Indigenization Decree,” Nigeria Trade Journal 26 (1979): 19–20; and Ejiofor, , “The Limitations of Indigenization Decree,” 36.
100 See Onwuka, , A Political Economy of the Control of Transnational Corporations, 80.
101 Ibid., 84.
102 See John Williams (BHC) to FCO, confidential telex, 9 July 1976, BNA BT 241/2559.
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