(a). Duties of the liquidator, under Bodies Corporate (Official Liquidations) Act, 1963 (Act 180). A liquidator shall:

• Ascertain priority of debts.
• Consult creditors.
• Amend admitted proofs.
• Realize assets.
• Collect debts.
• Vest property.
• Verify debts ranking for dividends.

Powers of the liquidator, according to section 9 of Act 180, the powers of the liquidator are:

• To bring and defend legal proceedings or actions.
• Carry out businesses necessary for the beneficial winding up.
• Pay classes of creditors.
• Appoint lawyers to help him do his job.
• Raise on the security of the company’s assets any requisite.
• To sell real and personal corporate properties by public auction or private contract, etc.

(b). Reasons for mergers and acquisitions. Companies come together to merge due to one or more of the following:

• Financial challenges, capital, etc.
• Combining resources to achieve synergy—vertical/horizontal integration.
• Venture capitalists acquire start-ups and struggling companies to turn them around, make profit, and sell them, i.e., exit.
• Venture into new or other markets, sectors/industries, etc.
• Strategic reasons, e.g., fight off a competitor, re-brand, overcome government policies, laws/constitutions, e.g., anti-competition, monopoly, etc.
• Acquire or have access to scientific research, product development, and special skills of management/labour.
• Non-economic/business reasons, i.e., corporate social responsibility, e.g., a mining company acquiring a collapsing private hospital in its operational area.

(c). Modes of official winding up, Sec 1 of Act 180 specifies the modes of winding up:

• Special resolution of the company.
• A petition addressed to the registrar.
• A petition to the court.
• A conversion from private liquidation.

Persons entitled to petition the court for winding up, according to Sec 4 of Act 180, the following people can petition the court for winding up:

• The registrar.
• A creditor of the company.
• The Attorney-General.
• A member or contributory of the company.

(d).

Process of private liquidation:

• Business ceases with the commencement of winding up except as required for beneficial winding up.
• Invoices and other documents must state that the company is being wound up.
• Directors must conduct a full inquiry into the affairs of the company.
• Must form an opinion that assets are sufficient to pay all liabilities.
• They must make an affidavit to that effect.
• The affidavit must be made within five weeks of the special resolution and must be delivered to the registrar.
• The affidavit must embody the latest statements of the company’s assets and liabilities.
• Directors are liable for false statements/declaration, including prison terms up to one year or a fine.
• Members must pass a special resolution.
• The liquidation starts the day of the resolution.
• The resolution shall appoint a liquidator who must give prior consent for the appointment.
• A copy of the special resolution must be sent to the registrar within 14 days.
• The resolution must be published in the gazette.
• The liquidator takes over the powers of the directors, etc.