- 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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- 6 Marks
BCL – May 2017 – L1 – Q6c – Company Law
State the circumstances under which the Registrar of Companies will refuse to register the proposed regulations of a company.
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- Tags: Company Law, Company Registration, Compliance, Registrar of Companies
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2017
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- 7 Marks
BCL – May 2017 – L1 – Q6b – Company Law
Explain the concept of legal personality of a company in a scenario of ownership disputes among friends.
Question
b) Three friends pooled their resources to form a company. After some time and while the company was running, differences arose among them. Each claimed ownership of the company.
Required: Explain the concept of legal personality of a Company in the light of the above facts. (7 marks)
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- Tags: Company Law, Dispute Resolution, Legal Personality, Ownership
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2017
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- 7 Marks
BCL – May 2017 – L1 – Q6a – Sources of Law
Explain a partner's right to claim reimbursement for personal expenses incurred during authorized duties.
Question
a) A partner in a firm in the course of an authorized duty incurred liability of which he/she made personal payment. The partner later made claims of reimbursement of expenses incurred. At a meeting of the partners of the firm, the reimbursement was declined.
Required: Explain whether the partner has any rights to claim reimbursement. (7 marks)
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- Tags: Authorized Duties, Partner Rights, Partnership Law, Reimbursement
- Level: Level 1
- Topic: Sources of Law
- Series: MAY 2017
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- 6 Marks
BCL – May 2017 – L1 – Q5c – Sale of goods/hire purchase
Distinguish between a contract for the sale of goods and an agreement to sell.
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- Tags: Agreement to Sell, Contract Law, Sale of Goods, Transfer of Property
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: MAY 2017
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- 4 Marks
BCL – May 2017 – L1 – Q5b – Types of capital and the financing of companies
List the stages involved in official or compulsory liquidation.
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- Tags: Company Law, Compulsory Liquidation, Liquidation Stages, Official Liquidation
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: MAY 2017
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- 8 Marks
BCL – May 2017 – L1 – Q4b – Contract Law
Discuss the legality of withdrawing a promise to keep an offer open for a specified period under Ghanaian law.
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- Tags: Consideration, Contract Law, Offer and Acceptance, Withdrawal of Offer
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2017
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- 12 Marks
BCL – May 2017 – L1 – Q4a – Types of Companies and Their Legal Structure
Explain the different types of companies under the Companies Act, 1963 (Act 179).
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- Tags: Companies Act, Company Law, Limited Liability, Public Company, Types of Companies
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: MAY 2017
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- 10 Marks
BCL – May 2017 – L1 – Q3b – Sale of goods/hire purchase
Explain the aspects of delivery of goods in a sale of goods contract, including the cost of delivery, means of delivery, and place of delivery.
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- Tags: Contract Law, Cost of Delivery, Delivery, Place of Delivery, Sale of Goods
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: MAY 2017
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- 10 Marks
BCL – May 2017 – L1 – Q3a – Employment Law
Evaluate the justification of workers’ strike action under poor working conditions.
Question
a) Asanka Pharmaceutical Company Limited manufactures several types of drugs, and which drugs are supplied to many chemical stores in Kojokrom. The company is located very close to a gutter which is also used by the residents as a refuse dump. This gutter is never desilted resulting in the fact that a strong odour hangs around the premises of the company. The equipment used in manufacturing the drugs are not only obsolete but also expose the workers of the company to injuries. The workers of the company have complained about the conditions under which they work, but the management of the company pays deaf ears to these complaints. Apart from the fact that the equipment used to manufacture the drugs created a problem for the workers, the company did not provide the necessary safety working gears to the workers.
When the complaints of the workers were not heeded for necessary remedies to be provided, they embarked on a sit-down strike. The management, therefore, summarily dismissed the leadership of the workers, saying that the leaders could not tell the management what to do in the running of the affairs of the company.
Required: Explain whether the workers of the Asanka Pharmaceutical Company Limited were justified in embarking on the sit-down strike action. (10 marks)
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- Tags: Employment Conditions, Health and Safety, Labor Law, Strike Action
- Level: Level 1
- Topic: Employment law
- Series: MAY 2017
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- 20 Marks
BCL – May 2017 – L1 – Q2 – Contract Law
Evaluate the likelihood of success for legal actions based on an advertisement offering a reward for product effectiveness.
Question
On 20 November 2015, the ‘Daily Graphic Newspaper’ advertised a promotion sale for Dabenda Company Limited stating that the Company’s “Miracle Balm” was capable of treating boils and foot-rot and that whoever bought the product and used it per the prescription without the boils and foot-rot disappearing would be entitled to GH¢200.00. Pursuant to that promise, the Company gave a standing order to its bankers on that pledge. The promotion sale was due to end on 19 November 2016.
Madam Akua Mansah heard of the advertisement and bought one of the balms. She used it according to the prescription and also applied some of the cream to her 14-year-old daughter who had similar problems but their boils and foot-rot still persisted. She intends to sue the Company.
Required:
i) Explain whether Madam Akua Mansah is likely to succeed with her intended action. (10 marks)
ii) Madam Akua Mansah’s daughter also intends to take action against the company. Explain her chances, if any. (10 marks)
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- Tags: Advertisement, Consideration, Contract Law, Legal Capacity, Offer and Acceptance
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2017
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