- 5 Marks
BCL – Nov 2024 – L1 – Q5b – Registrar’s Power to Refuse Firm Registration
Circumstances under which the Registrar of Companies may refuse to register a firm or partnership.
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Subject: BUSINESS & CORPORATE LAW
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+ past questions and counting.
- 15 Marks
BCL – Nov 2024 – L1 – Q5a – Annual General Meeting (AGM) Requirements
Legal requirements for holding an AGM and consequences of non-compliance.
Question
Yaw Perbi, the CEO of your company, is preparing for a top management meeting scheduled for 1 December 2023. One of the issues to be discussed is the mode of holding the next shareholders’ meeting. There are views that the Annual General Meeting (AGM) must be in-person so that members can vote on resolutions to be passed. Others believe that the AGM should be virtual or hybrid. Some shareholders believe that the items on the agenda are too many and that they would need two days to have a meaningful discussion. Kwasi Mensa, a shareholder, has decided not to attend the AGM if it is organised virtually.
Required:
a) Explain the following to your boss:
i) The requirement of the Companies Act, 2019 (Act 992) on the interval between which AGMs are to be held.
ii) THREE things that should be covered in the notice for an AGM.
iii) TWO consequences of not holding an AGM in accordance with the Companies Act.
iv) Justify whether or not decisions taken at the AGM will be binding on Kwasi Mensa.
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- Tags: AGM, Companies Act, Corporate Governance, Meeting Notice, Shareholder Rights
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: Nov 2024
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- 5 Marks
BCL – Nov 2024 – L1 – Q4d – Utmost Good Faith in Insurance
Explanation of the principle of utmost good faith in insurance contracts.
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- 5 Marks
BCL – Nov 2024 – L1 – Q4c – Contractual Obligations of a Minor
Legal validity of a contract involving a minor performing services for payment.
Question
Amevo is a minor and a professional dancer. He entered into a contract to perform a series of dances for GH¢5,000 an hour per night of performance. The rule as accepted was that failure to perform in one series without reasonable excuse would incur a percentage deduction from his earnings at subsequent performances. Amevo failed to perform at one of the series. His attention was drawn to the rule, but he now thinks the deduction should not be made.
Required:
Advise Amevo.
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- 6 Marks
BCL – Nov 2024 – L1 – Q4b – Domestic Agreements and Legal Enforcement
Legal enforceability of a domestic agreement between spouses regarding financial obligations.
Question
As part of the arrangements in the home of the Ananses, the husband agreed to pay the school fees of the children. The wife decided to use part of her earnings to manage the household chores, including the provision of food. The wife had observed for some time that the husband had not performed his side of the obligation, leading to arrears of school fees. She has therefore chosen to sue the husband in a court of law to compel him to perform his duty.
Required:
Advise her
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- Tags: Contractual Obligations, Domestic Agreements, Family Law, Legal Intent, Social Contracts
- Level: Level 1
- Topic: Company Law
- Series: Nov 2024
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- 5 Marks
BCL – Nov 2024 – L1 – Q4a – Agency of Necessity
Legal implications of an agent acting in necessity during a curfew.
Question
Ozoozo is a cargo driving agent of Oforiwa, a trader. Ozoozo loaded a truck of yam from Kutunada for delivery to Oforiwa in Accra. In the course of the journey and at Butako township, a curfew was imposed as a result of chieftaincy issues in the traditional area. He tried to communicate with Oforiwa but he was unable to do so due to network challenges. Ozoozo found it useful to off-load the cargo of yam and dispose of it by sale. He accounted for the sale but Oforiwa became furious.
Required:
Advise Oforiwa.
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- 10 Marks
BCL – Nov 2024 – L1 – Q3b – Financial Assistance for Share Purchase
Conditions under which a company may provide financial assistance for share purchase.
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- 10 Marks
BCL-Nov-2024-L1-Q3a-Unfair Termination of Employment
Legal basis for unfair termination of employment under the Labour Act.
Question
Alahey, an employee of Gyammea Ventures, has had his appointment terminated following allegations of financial impropriety. In his response to a query for the alleged offense, he admitted committing the offense and pleaded for leniency.
For the offense of financial impropriety, the corresponding penalty should have been dismissal, as per the “Employee Handbook” of the company.
On account of his plea, Management decided to terminate the relationship with loss of terminal benefits. Alahey is minded to sue Gyammea Ventures for unfair termination and has approached you for advice.
Required:
With your understanding of the Labour Act, 2003, (Act 651), explain to Alahey the basis for severance of the employment relationship that can constitute unfair termination.
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- 10 Marks
BCL-Nov-2024-L1-Q2b- Pre-incorporation Contracts & Fiduciary Duty
Legal advice on pre-incorporation contract expenses and secret profits between business associates.
Question
Darkoa lives in the United States of America (USA) and asked his long-time friend, Gyankoroma, to register a company for her in Ghana. Gyankoroma spent GH¢20,000 on documentation, filing, and processing (with the issuance of receipts being in Gyankoroma’s name). Upon the request of Darkoa, Gyankoroma rented an office premises for one year at GH¢40,000 with the receipt in the name of the newly formed company.
Darkoa just returned from the USA to start operations. Darkoa discovered that the rental agent gave GH¢4,000 to Gyankoroma as inducement for the office deal. Darkoa appointed Gyankoroma as head of operations and refused to pay the registration expenses on the basis that Gyankoroma’s monthly salary as head of operations is more than GH¢20,000 and those expenses should be borne from the secret profits Gyankoroma had earlier enjoyed.
Required:
Based on your knowledge in pre-incorporation contracts, advise the parties.
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- 10 Marks
BCL – Nov 2024 – L1 – Q2a – Legal Implications Relating to Companies in Difficulty or in Crisis
Advise Naami on the procedure for private liquidation of Shama PLC.
Question
a) On 26 February 2024, Shama PLC, a public limited liability company trading on the Ghana Stock Exchange sent a notice to its shareholders inviting them to an Annual General Meeting (AGM) on 2 March 2024. The notice simply states that the ‘purpose is to transact the ordinary business’.
Naami is a shareholder of Shama PLC and is very disturbed about the vagueness of the notice. She is also not satisfied with the performance of the company and is seeking to requisition for a special resolution to liquidate the company.
Required:
Advise Naami on the procedure for private liquidation. (10 marks)
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- 4 Marks
BCL – Mar 2024 – L1 – Q5a – Types of Capital and the Financing of Companies
Identify and explain prohibited transactions in shares under the Companies Act, 2019 (Act 992).
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- Tags: Companies Act, Company Law, Prohibited Transactions, Shares
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: MAR 2024
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- 2 Marks
BCL – Mar 2024 – L1 – Q4c – Types of Capital and the Financing of Companies, Company Law
Explain the legal significance of statements made in a share certificate under the Companies Act, 2019 (Act 992).
Question
“Statements made in a share certificate, especially where the certificate bears the common seal of the company, shall be absolute or unassailable evidence of the title of the person named in the Certificate.”
Required:
Explain if the above statement is the true position of the law in terms of the provisions of the Companies Act, Act 992.
(2 marks)
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- Tags: Companies Act, Company Law, Legal Evidence, Ownership of Shares, Share Certificates
- Level: Level 1
- Topic: Contract Law, Types of capital and the financing of companies
- Series: MAR 2024
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- 8 Marks
BCL – Mar 2024 – L1 – Q4b – Alternative Forms and Constitutions of Business Organisations
Discuss the existence of a partnership in the provided scenario and the liabilities associated with partnership actions.
Question
Three persons, Booker, Weah, and Makafui agreed to set up a restaurant. The finance was provided almost entirely by one of them, Booker. Before the restaurant opened, furniture and equipment were purchased and a laundry contract was entered into. Advertisements were placed in the newspapers and on television, apart from the fact that premises were acquired by the person who supplied the money. The parties then fell out and the business did not proceed as planned.
Required:
i) Explain whether in the circumstances of the facts, there is a Partnership in terms of the provisions of the Incorporated Private Partnership Act, 1962 (Act 152). (5 marks)
ii) State TWO (2) liabilities of Partnership for action or transaction done in the course of a Partnership business.
(3 marks)
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- 10 Marks
BCL – Mar 2024 – L1 – Q4a – Employment Law
Evaluate the chances of three individuals succeeding in a court action against MNS Bank for wrongful termination based on the Labour Act.
Question
Three individuals, namely, Agogo, Djiku and Esinam, worked for MNS Bank, upon completing their National Service for a period of five years. It is the case of the workers that for a period of five years the Bank engaged them as temporary employees. Sometime in the year 2023, the workers received letters from a firm called Bansey HR Ltd, an employment agency, engaged by MNS Bank. In the letter, the three individuals had been offered a contract agreement for a six-month period from 2 May, 2023 to 2 November, 2023 by Bansey HR Ltd, and assigned to the Bank.
The letters sought to change their status from temporary employees of the Bank to temporary employees of Bansey HR Ltd. The three workers, however, tendered their resignations from MNS Bank effective 2 June, 2023. The three workers then commenced an action in the High Court, Accra, claiming damages for wrongful termination, arguing that having worked for more than six months with MNS Bank as contract workers, they had become permanent workers and could not be transferred to Bansey HR Ltd.
The Bank resisted the action, arguing that in accordance with a new Policy of the Bank, the Management decided to outsource the employment of all its temporary staff, which includes the three individuals, to Bansey HR Ltd. The Bank contended that upon receipt of the letters from Bansey HR Ltd, the three workers on their own volition resigned and are therefore not entitled to their claim.
Required:
In the light of the provisions of the Labour Act, 2003, Act 651, explain the chances of the three individuals in their court action against MNS Bank. (10 marks)
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- 15 Marks
BCL – Mar 2024 – L1 – Q3b – Company Law
Analyze the chances of success for shareholders' action against the company under the Companies Act, 2019 (Act 992) and explain the organs through which a company acts.
Question
Kofi Ameyaw and Salia Sule, shareholders of Bubra Ltd, commenced an action in court against the company alleging that properties of the company had been misapplied and wasted, and that certain mortgages were improperly secured as guarantee with the company’s properties. In their action, they also alleged that the company gave negligent advice which had resulted in their suffering economic loss which was personal and individual to them. Kofi Ameyaw and Salia Sule are seeking an order of the court for the company to account for the appointment of a Receiver.
Required:
i) Explain the chances of Kofi Ameyaw and Salia Sule in their court action, in the light of the provisions of the Companies Act, 2019 (Act 992). (9 marks)
ii) Explain FOUR (4) entities or organs through which a company can act pursuant to provisions of the Companies Act, 2019 (Act 992). (6 marks)
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- Tags: Companies Act, Company Law, Legal Remedies, Oppression, Shareholders’ Rights
- Level: Level 1
- Topic: Contract Law
- Series: MAR 2024
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- 5 Marks
BCL – Mar 2024 – L1 – Q3a – Contract Law
Explain the three main kinds of mistakes recognized in contract law.
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- Tags: Common Mistake, Contract Law, Mistake, Mutual Mistake, Unilateral Mistake
- Level: Level 1
- Topic: Contract Law
- Series: MAR 2024
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- 3 Marks
BCL – Mar 2024 – L1 – Q2c – Contract Law
Assess the accuracy of the statement regarding third-party rights in the context of contract law.
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- Tags: Contract Law, Fraud, Legal Remedies, Third-Party Rights, Unilateral Mistake
- Level: Level 1
- Topic: Contract Law
- Series: MAR 2024
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- 9 Marks
BCL – Mar 2024 – L1 – Q2b – Contract Law, Sale of goods/hire purchase
Evaluate whether Tinda Oil Ltd. can succeed in a court action against Azigipaa Ltd. based on the provisions of the Sale of Goods Act.
Question
Azigipaa Ltd invited tenders for the purchase of a tanker, said to be lying off the Island Bebre, together with the oil it was said to contain. Tinda Oil Ltd submitted a tender for which Azigipaa Ltd accepted. Tinda Oil Ltd went through considerable trouble and expense to modify a ship that the company owned for salvage work, and also brought equipment and engaged a crew. There was no tanker anywhere near the Island as described by Azigipaa Ltd. Tinda Oil Ltd has decided to take action in court against Azigipaa Ltd.
Required:
i) In light of the provisions of the Sale of Goods Act, is Tinda Oil Ltd likely to succeed in its action? (5 marks)
ii) List TWO (2) fundamental obligations of a seller under the provisions of the Sale of Goods Act 1962, Act 137.
(4 marks)
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- Tags: Contractual Obligations, Legal Remedies, Misrepresentation, Sale of Goods
- Level: Level 1
- Topic: Contract Law, Sale of goods/hire purchase
- Series: MAR 2024
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- 8 Marks
BCL – Mar 2024 – L1 – Q2a – Tort
Analyze whether Atta Mante and the other residents will succeed in a court action against the Adiso District Council for nuisance.
Question
The Adiso District Council has been dumping garbage in a quarry close to a residential area at Abobo, where Atta Mante resides, and that Atta Mante alleged that the dumping of the refuse has often caused offensive and pestilential smell from vapours in the area, and that the stench emanating from the refuse had seriously interfered with their comfort and well-being. The Council denied having caused any discomfort to Atta Mante and the other residents and contended that the act complained of by Atta Mante and other residents, were conferred on the Council by law.
Required:
Explain whether Atta Mante and the other residents will succeed in any court action against Adiso District Council. (8 marks)
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- Tags: Environmental Law, Legal Action, Nuisance, Private Nuisance, Public Nuisance, Tort Law
- Level: Level 1
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- 10 Marks
BCL – Mar 2024 – L1 – Q1d – Governance and Ethical Issues Relating to Business, Company Directors and Other Officers
Discuss the concept of Good Corporate Governance and identify principles breached in the provided scenario.
Question
The Managing Director of Dakubo Ltd, a company which engages in the business of iron rods production, on his own, contracted a loan of GH¢1,000,000 from Dilidom Bank. The loan is repayable in twelve months’ time. The Managing Director disclosed the contents of the agreement to his wife who is neither a Director nor a member of the company. In further disregard for the regulations of the company, the Managing Director squandered the loan contracted from the bank.
Required:
i) Explain the concept of Good Corporate Governance.
(5 marks)
ii) From the scenario above, state FIVE (5) principles of Good Corporate Governance that may have been breached by the Managing Director of Dakubo Ltd. (5 marks)
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