- 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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- 9 Marks
BCL – Nov 2024 – L1 – Q1b – Company Directors and Other Officers
Can the Minister for Trade revoke Alidu's board appointment, and what remedies are available to Alidu?
Question
b) Alidu is a board member of Puduo Company LTD, a limited liability company with 5% shareholding by the Ghana Government. Alidu was appointed to the board three years ago by the Founder/Executive Chairman and majority shareholder of the company, Alhassan Morro. In accordance with the regulations of the company, he is entitled to appoint five of the nine-member board. Two of the board members represent worker groups and the other two come from other shareholders including the government. Alidu consented in writing to his appointment but the Minister for Trade just announced the revocation of Alidu’s appointment to the board. Alhassan Morro called Alidu to inform him that the government’s announcement was null and void and should be ignored.
Required:
i) Explain whether the Minister for Trade was justified in nullifying the appointment of Alidu. (6 marks)
ii) What TWO remedies, if any, are available to Alidu in the circumstance of this case? (4 marks)
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- Tags: Board Appointments, Company Directors, Minister for Trade, Remedies, Shareholding
- Level: Level 1
- Topic: Company directors and other officers
- Series: Nov 2024
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- 10 Marks
BCL – Nov 2024 – L1 – Q1a – Vicarious Liability, Tort, Employment Law
Can Manopor Company LTD be held liable for an accident caused by an employee who violated the company's code of ethics by drinking alcohol during work hours?
Question
a) Gyabaa is a Senior Staff at Manopor Company LTD. The Code of Ethics of the company prohibits drinking alcoholic beverage during working hours. As part of the company’s culture, assorted drinks including alcoholic beverages are made available to all staff once every two months for three hours before the closing hours with no limits on how much each member of staff can consume. After one of such drink ups, Gyabaa, whilst driving home, had an accident and injured another road user. The cause of the accident was attributed to excess intake of alcohol by Gyabaa. Ahorlu, the injured victim is claiming he will take the matter to the Supreme Court.
Required:
i) Can the management of Manopor Company LTD be held liable for the accident caused by Gyabaa? (5 marks)
ii) Explain if Ahorlu can sue the company at the Supreme Court. (5 marks)
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- Tags: Board Appointments, Minister for Trade, Remedies, Shareholding
- Level: Level 1
- Topic: Company directors and other officers, Employment law, Tort
- Series: Nov 2024
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- 5 Marks
BCL – Apr 2022 – L1 – Q5c – Company meetings and resolutions
Distinguish between Annual General Meeting and Extraordinary General Meeting of a company, detailing requirements and procedures for each.
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- 10 Marks
BCL – Apr 2022 – L1 – Q5b – Company directors and other officers
Analyze the validity of promoters' defense in a pre-incorporation contract case and discuss the lawfulness of for-profit companies limited by guarantee.
Question
b) The promoters of Adzeku Company, made a contract on its behalf with Ansah Oko before the company came into existence. The company once formed, purported to ratify the contract, but then went into liquidation, and the promoters themselves were sued on the contract. The promoters argued that they had been contracted as agents, and that the liability on the contract had passed to the company by ratification.
Required:
i) From the facts of the scenario above, explain if the defence set-up by the promoters is valid. Advise the promoters. (8 marks)
ii) State briefly, if it is lawful for a company limited by guarantee to be incorporated with the object of carrying on business for the purpose of making profits. (2 marks)
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- 5 Marks
BCL – Apr 2022 – L1 – Q5a – Contract Law
Analyze the legal implications of a tender process where a bid was not considered due to administrative error, and whether this constitutes a breach of contract.
Question
a) The Krachi Assembly having an Airport in its locality grants a single concession to operaters for pleasure flight from the airport. For a period of ten years that licence had been held by the Njoku club. When the concession came up for renewal, the Assembly decided to invite competitive tenders for it. Tenders were to be submitted by 12:00 pm on a given day. The Assembly’s, letter box was not cleared between the time of the club posting its tender and the closing time for the bids, with the result that the club’s tender was not considered.
The club claimed that the Assembly was in breach of a contract as it has not considered all tenders received before the deadline.
Required:
The Njoku club, in the case above, claimed that the Assembly was in breach of a contract for not considering all tenders received before the deadline. Explain. (5 marks)
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- Tags: Breach of Contract, Contract Formation, Invitation to Treat, Tender
- Level: Level 1
- Topic: Contract Law
- Series: APR 2022
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- 8 Marks
BCL – Apr 2022 – L1 – Q4b – Alternative forms and constitutions of business organisations
Analyze partner and firm liabilities under the Incorporated Private Partnership Act 1962, and advise on a partner's claim for expense reimbursement.
Question
b) Kojo Mintah is a partner in a firm of surveyors. While travelling in the course of an approved duty in the firm’s car, he bought GH¢500 worth of fuel for the use of the car. He submitted the receipt of purchase to the managing partner for refund. The managing partner has refused to pay.
Required:
i) State TWO (2) liabilities imposed on partners and TWO (2) liabilities imposed on the firm by the Incorporated Private Partnership Act, 1962 (Act 152).
(4 marks)
ii) Advice Kojo Mintah on his claim. (4 marks)
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- 12 Marks
BCL – Apr 2022 – L1 – Q4a – Company directors and other officers
Outline qualification requirements for company secretaries and disqualifying offenses for company directors under the Companies Act, 2019 (Act 992).
Question
a) One of the key officers of a company who keeps the books and records, is the company secretary. The Companies Act, 2019 (Act 992) compels the appointment of a company secretary on certain qualifications.
Required:
i) State THREE (3) qualification requirement for the appointment of company secretary as stipulated in the Companies Act, 2019 (Act 992). (6 marks)
ii) List THREE (3) offences and related legal wrongs that automatically disqualifies a fraudulent person from appointment as a director of a company. (6 marks)
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- 10 Marks
BCL – Apr 2022 – L1 – Q3b – Types of capital and the financing of companies
Suggest financing methods for AirQuick Ghana office and explain advantages and disadvantages of each method.
Question
b) AirQuick is one of the world’s leading aerospace companies. AirQuick and the Ghana Civil Aviation Authority have conducted a feasibility study in Ghana with the intent of setting up a subsidiary in Ghana. The study which ran for two years has been concluded and a new subsidiary office of AirQuick has just been established in Ghana to serve the West African hub. You have been given a two-year contract in the legal department.
Required:
i) As a business law expert, you have been asked to suggest TWO (2) ways to finance or sustain the activities of the AirQuick Ghana office. (6 marks)
ii) Explain ONE (1) advantage and ONE (1) disadvantage of each financing source identified in i) above. (4 marks)
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- Tags: Company Financing, Debentures, Loan Capital, Public-Private Partnerships, Share Capital
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: APR 2022
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- 10 Marks
BCL – Apr 2022 – L1 – Q3a – Tort
Analyze vicarious liability in a case where an employee used a company vehicle without permission, resulting in an accident and injury.
Question
a) Kojo Adams was employed by Zinto Breweries Ltd to drive the company’s van. Without permission, Kojo Adams took the van from his employer’s garage in order to deliver a child’s coffin at the home of a relative. While he was returning the van to the garage, he picked up some empty beer barrels, and was afterwards involved in an accident which injured one Kosaa. Kosaa took legal action in court against Kojo Adam’s and Zinto Breweries Ltd.
Required:
i) Identify TWO (2) issues that arise from this case.
(4 marks)
ii) Explain the chances of Kosaa in her action against Zinto Breweries Ltd.
(4 marks)
iii) Advise Kojo Adams.
(2 marks)
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- 10 Marks
BCL – Apr 2022 – L1 – Q2b – Contract Law
Explain breach of contract and available contractual remedies for Essuman and Njama in a scenario involving unfulfilled agreements.
Question
b) Essuman is an Accountant, who agreed with Odumadze, a garage proprietor, that he will assist Odumadze with his annual tax returns if Odumadze would service his car for him. Essuman also agreed with Adjei, a landscape gardener, that he will advise him (Adjei), on the installation of a computerized financial management system if Adjei, in return, will carry out some landscape work at the house of Essuman’s daughter, Njama. Essuman assisted Odumadze and advised Adjei, but both (Odumadze and Adjei) refused to honour their side of their respective agreements. On his way to an important meeting, Essuman’s car broke down and he was very late for the meeting. As a result, Essuman lost a deal worth GH¢250,000 per annum to another Accountant. On the other hand, Njama was very anxious to have the landscape work done on her garden by Adjei because of his reputation for doing quality work. Essuman is very worried and hurt.
Required:
i) Explain what is meant by breach of contract.
(4 marks)
ii) Explain the nature of TWO (2) contractual remedies available to Essuman and Njama, in the context of the facts of this scenario. (6 marks)
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- Tags: Breach of Contract, Contractual Remedies, Damages, Third-Party Rights
- Level: Level 1
- Topic: Contract Law
- Series: APR 2022
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