- 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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- 10 Marks
BCL – Mar 2023 – L1 – Q5a – Types of Capital and the Financing of Companies
Distinguish between fixed and floating charges and explain circumstances for crystallization.
Question
a) A company may raise a loan capital and/or long-term funds by the issue of a debenture or a series of debentures or of debenture stock in order to finance the business without increasing its share capital. Debentures may be secured by a charge or may be unsecured by any charge.
Required:
i) In THREE (3) ways, distinguish between a fixed charge and a floating charge.
(6 marks)
ii) Under what TWO (2) circumstances can a floating charge crystallize into a fixed charge?
(4 marks)
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- Tags: Company Financing, Fixed Charge, Floating Charge
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: MAR 2023
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- 10 Marks
BCL – Mar 2023 – L1 – Q4b – Alternative Forms and Constitutions of Business Organisations
Identify issues and requirements for establishing a partnership under the Incorporated Private Partnership Act, 1962 (Act 152).
Question
b) Jane, Ama, and twenty-two other individuals agreed to incorporate a private partnership, which they simply referred to as Partnership. The individuals neither stated any registered address of the partnership nor the nature of the firm’s business. The individuals, however, stated the names of the foundation partners. The amount and percentage of contribution of each partner to the capital of the firm was also not stated. Even though the individuals stated the periodic and monthly drawings of funds, they failed to indicate any profit-sharing arrangements.
Required:
i) Identify TWO (2) issues that may arise in the above scenario.
(4 marks)
ii) State SIX (6) requirements for partnerships to be established under the Incorporated Private Partnership Act, 1962 (Act 152).
(6 marks)
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- 10 Marks
BCL – Mar 2023 – L1 – Q4a – Employment Law
Identify grounds for unfair termination and remedies under the Labour Act, 1963 (Act 651).
Question
a) In a negotiation meeting between the Ministry for Employment, representatives of the Mineworkers Union, and Management of Anglosilver Ltd, the meeting ended in a deadlock. The following day, the workers were notified that the company had been closed down. After some discussions, the workers were asked to sign declarations of confidence in the management as a precondition for re-engagement. They did so but were rather issued with letters of rejection.
Required:
i) Identify THREE (3) grounds on which termination of employment will be considered unfair under the Labour Act, 1963 (Act 651).
(6 marks)
ii) Explain TWO (2) remedies available to a worker who was issued with a letter of rejection and is alleging unfair termination.
(4 marks)
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- Tags: Employment Rights, Labour Act, Remedies, Unfair Termination
- Level: Level 1
- Topic: Employment law
- Series: MAR 2023
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- 5 Marks
BCL – Mar 2023 – L1 – Q3a – Agency
Advise on the breach of contractual relationship between Joe Ocran and Tawiah, the estate agent.
Question
Joe Ocran intended to sell two storey buildings. He agreed with Tawiah, an estate agent, that he would pay commission ‘on completion of sale’. Tawiah introduced a third party who wanted to buy both storey buildings, but Joe Ocran changed his mind and refused to sell. Tawiah is your neighbor who has heard you are reading a professional programme that contains business law. He is contemplating suing Joe for the commission and has approached you for advice.
Required:
Advise the parties whether there was a contracted relationship.
(5 marks)
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- 4 Marks
BCL – Mar 2023 – L1 – Q2b – Contract Law
Explain the options available to a purchaser misled by fraudulent misrepresentation.
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- Tags: Contract Law, Fraudulent Misrepresentation, Remedies
- Level: Level 1
- Topic: Contract Law
- Series: MAR 2023
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- 10 Marks
BCL – Mar 2023 – L1 – Q2a – Contract Law
Discuss the applicability of exclusion clauses and essential elements of negligence in a business contract.
Question
Mr. and Mrs. Michel booked in for a week’s stay at a Hotel De-Horses. There was a notice in the bedroom which stated that “the proprietors will not be responsible for articles lost or stolen unless handed to the manageress for safe custody.” A stranger gained access to the room of the Michels and stole Mrs. Michel’s wedding ring and ornaments. The owners of the hotel have denied being liable. The Michels have decided to take action against the hotel.
Required:
i) Explain whether Management of the Hotel De-Horses can rely on the concept of exclusion clauses in business contracts to defend itself.
(4 marks)
ii) Assuming that the stranger gained access because the Michels did not lock their door, identify THREE (3) essential elements of negligence that must be proven by Management of Hotel De-Horses.
(6 marks)
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- Tags: Business Contracts, Exclusion Clauses, Negligence
- Level: Level 1
- Topic: Contract Law
- Series: MAR 2023
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- 2 Marks
BCL – Mar 2023 – L1 – Q1d – Governance and Ethical Issues
Explain the legal maxim "Audi Alteram Partem."
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- Tags: Audi Alteram Partem, Fair Hearing, Legal Maxims
- Level: Level 1
- Topic: Governance and Ethical Issues
- Series: MAR 2023
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- 8 Marks
BCL – Mar 2023 – L1 – Q1c – Human Rights
Identify violated fundamental human rights and possible legal actions for Ohemaa and the two boys.
Question
Ohemaa, a physically challenged girl of 13 years, sells oranges at Banana-Inn junction. She was so popular and friendly that, so many young girls and boys come around to her shop whilst she is selling. One day, a Police vehicle pulled off in front of her shop and the police officers got down only to indiscriminately shoot in the air. All the young girls and boys around ran for their lives, but Ohemaa could not run away.
The police arrested two boys and Ohemaa and detained them in police cells for three days. Whilst in police custody, the two boys were beaten, and Ohemaa was slapped. They were arraigned before a district magistrate court. The magistrate, after listening to the police, remanded them for 30 days.
Required:
i) List FOUR (4) fundamental human rights of Ohemaa and the two boys that may have been violated.
(4 marks)
ii) What TWO (2) courses of action can Ohemaa and the two boys take?
(4 marks)
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- Tags: Fundamental Human Rights, Legal Actions, Police Misconduct
- Level: Level 1
- Topic: Human Rights
- Series: MAR 2023
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- 4 Marks
BCL – Mar 2023 – L1 – Q1b – Sources of Law
State two meanings of the term "Sources of Law."
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- Tags: Formal Sources, Legal Sources, Sources of Law
- Level: Level 1
- Topic: Sources of Law
- Series: MAR 2023
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- 6 Marks
BCL – Mar 2023 – L1 – Q1a – Hierarchical Structure of Courts
Explain the relationship between judicial precedent and the hierarchy of courts.
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- Tags: Court Hierarchy, Judicial Precedent, Stare Decisis
- Level: Level 1
- Topic: Hierarchical Structure of Courts
- Series: MAR 2023
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