- 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 – Nov 2020 – L1 – Q3a – Company Meetings and Resolutions
Identify processes required to vary the class rights of shareholders without court sanction.
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- Tags: Class Rights, Company Law, Shareholders, Special Resolution
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: NOV 2020
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- 6 Marks
BCL – Nov 2020 – L1 – Q2c – Types of Capital and the Financing of Companies
Explain the concepts of a fixed charge and a bond in the context of loans taken by companies.
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- Tags: Bond, Companies Act, Company Law, Fixed Charge, Loans
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: NOV 2020
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- 4 Marks
BCL – Nov 2020 – L1 – Q2b – Types of Capital and the Financing of Companies
Identify two prohibited transactions in shares under Section 56(1) of the Companies Act, 1963 ACT 179.
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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: NOV 2020
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- 10 Marks
BCL – Nov 2020 – L1 – Q2a – Legal Implications Relating to Companies in Difficulty or in Crisis
Analyze the liability of officers and the company for changing the business object and the likely actions by the Registrar-General.
Question
P&Q Company, an incorporated non-governmental organization has been formed with the object of greening the environment and sponsoring deprived children to go to school up to Junior High School level. In the course of operation, the key officers of the company took a decision that the company goes into salt mining without reference to the office of the Registrar-General.
Under this new arrangement, huge profits were made, the Board of Directors was reconstituted, and unexpected debts were incurred. In doing so, the 17-year-old daughter of the Executive Director known as the whiz-kid in financial matters became a Board member. The Registrar of Companies has been alerted on the happenings at the company.
Required:
i) Analyze the new arrangement and give reasons if any, why the officers and P&Q Company will be liable. (5 marks)
ii) What are the likely actions to be taken by the Registrar-General in the circumstance of this case? (5 marks)
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- 6 Marks
BCL – Nov 2020 – L1 – Q1b – Hierarchical Structure of Courts
Identify the Superior Courts in Ghana and describe their unique features.
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- Tags: Court System, Jurisdiction, Superior Courts
- Level: Level 1
- Topic: Hierarchical Structure of Courts
- Series: NOV 2020
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- 4 Marks
BCL – Nov 2020 – L1 – Q1a – Hierarchical Structure of Courts
Advise on the appropriate court for filing a civil case involving GH¢28,500 and identify the Superior Courts.
Question
Abaabase Ltd, a printing company located on the Main Campus of the University for Development Hohoe, employed Kweku Ofori as a new store keeper with HND Purchasing & Supply qualification in January 2017. He started very well but because the controls were deficient, he was able to steal GH¢28,500 worth of paper and cartridge for his private photocopying business which is run on the same University Campus. After an audit exercise, this deal was discovered and the Chief Executive Officer has directed that the company takes both civil and criminal action against Kweku Ofori. Courts impose punishment on convicts according to their respective jurisdictions.
As a Business Law Student, the Chief Executive Officer has asked you to advise him on the appropriate court in which this case can be filed and why? (4 marks)
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- Tags: Circuit Court, Civil Action, Courts, Jurisdiction, Superior Courts
- Level: Level 1
- Topic: Hierarchical Structure of Courts
- Series: NOV 2020
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- 5 Marks
BCL – May 2017 – L1 – Q7d – Negotiable Instruments
Explain the implications of a discrepancy between the written and numeric amounts on a cheque.
Question
d) Kofi Mensa presented a cheque made out in his name to the BBB Bank. The drawer intended that the drawee withdraw an amount of GH¢2,000.00 which was written in words. The amount written in figures, however, showed GH¢200.00.
Required: Explain the chances of Kofi Mensa in any legal action against the BBB Bank. (5 marks)
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- Tags: Bills of Exchange Act, Cheque Discrepancy, Legal Action, Negotiable Instruments
- Level: Level 1
- Topic: Negotiable Instruments
- Series: MAY 2017
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- 2 Marks
BCL – May 2017 – L1 – Q7c – Negotiable Instruments
Define a bill of exchange under the relevant legal act.
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- Tags: Bill of Exchange, Definition, Legal Framework, Negotiable Instruments
- Level: Level 1
- Topic: Negotiable Instruments
- Series: MAY 2017
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- 7 Marks
BCL – May 2017 – L1 – Q7b – Sale of goods/hire purchase
Explain the transaction between K&K Company Limited and XBF Company Limited regarding goods delivered by sample.
Question
b) Juba is a sales representative of K&K Company Limited. He visited the premises of XBF Company Limited. XBF Company Limited was interested in providing its core staff with protective clothing consisting of masks, gloves, and boots. After describing the types of protective clothing to the sales representative, Juba showed the XBF Company Limited samples of the masks, gloves, and the boots that his company intended to sell. The company accepted the samples. On the day of the delivery, the auditors of XBF found that the goods delivered did not match with the samples.
Required: Explain the transaction between K&K Company Limited and XBF Company Limited in terms of the provisions of the Sale of Goods Act, 1963 Act 137. (7 marks)
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- Tags: Contract Law, Description, Sale by Sample, Sale of Goods
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: MAY 2017
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- 6 Marks
BCL – May 2017 – L1 – Q7a – Sale of goods/hire purchase
Differentiate between specific goods and unascertained goods in terms of definition.
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- Tags: Contract Law, Sale of Goods, Specific Goods, Unascertained Goods
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: MAY 2017
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