- 10 Marks
BCL – L1 – Q108 – Governance and ethical issues relating to business
How company law ensures corporate transparency and disclosure to protect stakeholders.
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(a). Discuss the circumstances under which a court will order a winding up of a company?
(b). Under what circumstances is a company deemed unable to pay its debts?
(c). Can the Attorney-General cause a company to wind up at a press conference?
(d). Briefly explain: mergers, insolvency, and amalgamation.
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As part of the duty, a director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in a transaction with it or on its behalf. He or She shall always act in what the director believes to be the best interests of the company as a whole to preserve its assets, further its business, and promote the purposes for which it was formed, and in a manner that a faithful, diligent, careful and skilful that ordinarily a Director would act in the circumstances. Besides, a director is not to use for his own advantage the money or property of the company or a confidential information or special knowledge obtained in his capacity.
Required:
List THREE (3) civil liabilities that are to be brought against a director who commits a breach of duty and violates the rules regarding conflict of interest.
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(a). Indicate resolutions affecting shares that are subject to confirmation by the court.
(b). The class A equity shareholders passed an ordinary resolution abolishing special dividend payment and voting rights of class B equity shareholders stipulated in the constitution. In exchange for these rights, the class A shareholders agreed to pay each class B shareholder GH $20,000. The class B shareholders are opposed to the new deal.
Propose a resolution.
(c). Explain the nature of priority of charges.
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(a). Define and explain briefly the following terms:
(i) Equity shares
(ii) Debentures
(iii) Floating charge
(iv) Liquidity of shares.
(b). The Managing Director of your organization has just received a share certificate from an agent of Apex Bank and considers the document as incomplete. As the Chief Accountant of your organization, indicate the contents and the effect of a share certificate.
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