Directors – Knowsia

BCL – L1 – Q98 – Legal implications relating to companies in difficulty or in crisis

Discuss five duties and five powers of a liquidator under Act 180.

Question

(a) Discuss any five duties and five powers of the liquidator under Bodies Corporate (Official Liquidations) Act, 1963 (Act 180).

(b) State and explain five reasons for mergers and acquisitions.

(d) Explain fully the process of private liquidation.

Answer

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Tags: Directors, Liquidator, Private Liquidation, Special Resolution
Level: Level 1

Topic: Legal implications relating to companies in difficulty or in crisis

BCL – L1 – Q88 – Company directors and other officers

List three civil liabilities for a director breaching fiduciary duties and conflict of interest rules.

Question

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.

Answer

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Tags: Breach of Duty, Civil Liabilities, Company Law, Conflict of Interest, Corporate Governance, Directors, Fiduciary Duties
Level: Level 1

Topic: Company directors and other officers

BCL – L1 – Q86 – Company directors and other officers

Can StarFish Ltd deny Maxwell Asante as a director after holding him out as one?

Question

StarFish Company Ltd, traders in frozen fish, entered into an oral agreement for the supply and sale on credit basis, of all its frozen fish to Asamoah Company Ltd. The affairs and the business of StarFish Company Ltd were undertaken by its Managing Director and one Maxwell Asante. Maxwell Asante was never appointed by the Company as a director, but he transacted business on behalf of StarFish Company Ltd with Asamoah Company Ltd, as if he were a director and the Chief Executive Officer of the Company. Maxwell Asante acted on behalf of the Company by signing the applications for the Company to be registered as an importer, apart from financially assisting the Company to start business. The name of Maxwell Asante also appeared on the Company’s letterhead as one of its directors.

StarFish Company Ltd allowed Maxwell Asante to share in its profits by allocating to him fifty percent (50%) of the last consignment of fish. Maxwell Asante, entrusted the sale of the consignment allocated to him for his benefit to Asamoah Company Ltd and directed that the proceeds of the sale should be paid by Asamoah Company Ltd into the account of his private firm, Sankofa Ventures Ltd. In the course of the transaction, Asamoah Company Ltd paid various sums of money being proceeds of sale of fish supplied to StarFish Company Ltd to both the Managing Director of StarFish Company Ltd and Maxwell Asante. No valid receipts were given for those payments. At the close of business, the trading account of StarFish Company Ltd showed a debit balance of over GH₵16,000.00 against Asamoah Company Ltd. StarFish Company Ltd subsequently demanded that this amount be paid. Asamoah Company Ltd resisted settlement on the grounds that it had already accounted fully for the cost of the fish sold to it on credit.

Required:

In the light of the above facts, explain whether StarFish Company Ltd would be justified in denying Maxwell Asante as an Officer of the Company.

Answer

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Tags: Company Liability, Corporate Transactions, Directors, Implied Authority
Level: Level 1

Topic: Company directors and other officers

BCL – L1 – Q84 – Corporate Governance

Explain the legal roles and responsibilities of company directors in corporate governance.

Question

Explain the legal roles and responsibilities of company directors and how they contribute to effective corporate governance.

Answer

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Tags: Company Management, Corporate Governance, Directors, Fiduciary Responsibilities, Legal Duties
Level: Level 1

Topic: Corporate governance

BCL – L1 – Q78 – Company Meetings

Explain formalities and procedures for company meetings and resolutions.

Question

(a). Explain the formalities and procedures involved in conducting meetings resolutions regarding a company.

(b). Kofi Amoah is a respected head pastor of the Universal Grace Church, with impeccable pastoral and educational credentials. He holds sway when it comes to teachings on corporate transformation and generational thinking. The promoters of Unity Bank were delighted to make him the Board chairman of Unity Bank despite little knowledge and experience in banking. The first three years saw tremendous growth of the bank with profit increasing at 65% per annum. The shareholders trusted the Directors led by the ‘man of God’ to manage the bank in a ‘divine fashion’. A new Governor of the Central Bank of Asanteland has been appointed with a mandate to clean the banking sector. The man of God is nervous with regards to his job with the rapid expansion of the bank and fears he could be declared not ‘fit and proper’ to be the board chair of Unity Bank by the Governor.

Advise Pastor Kofi Amoah regarding his fiduciary responsibilities and liabilities, if any.

Answer

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Tags: Banking Regulation, Corporate Governance, Directors, Fiduciary Duties
Level: Level 1

Topic: Fiduciary Responsibilities

BCL – L1 – Q77 – Directors and Officers

Discuss ways directors are disqualified and removed from office.

Question

(a). Discuss the ways in which directors are disqualified and removed.

(b). With a decided case, explain what is meant by ‘Acts of the Company’.

(c). Distinguish between the types of meetings for limited liability companies.

Answer

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Tags: Corporate Governance, Directors, Disqualification, Fiduciary Duties, Removal
Level: Level 1

Topic: Directors and Officers

AAA – L3 – Q10 – Corporate governance

Explain corporate governance and roles of directors, external auditor, internal auditor, and audit committee.

Question

(a) Explain what is meant by corporate governance.

(b) Explain how the following fit into the workings of corporate governance.

(i) The directors

(ii) The external auditor

(iii) The internal auditor

(iv) The audit committee

Answer

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Tags: Audit committee, Corporate Governance, Directors, External auditor, Internal auditor
Level: Level 3

Topic: Corporate governance

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BCL – L1 – Q98 – Legal implications relating to companies in difficulty or in crisis

Discuss five duties and five powers of a liquidator under Act 180.

BCL – L1 – Q88 – Company directors and other officers

List three civil liabilities for a director breaching fiduciary duties and conflict of interest rules.

BCL – L1 – Q86 – Company directors and other officers

Can StarFish Ltd deny Maxwell Asante as a director after holding him out as one?

BCL – L1 – Q84 – Corporate Governance

Explain the legal roles and responsibilities of company directors in corporate governance.

BCL – L1 – Q78 – Company Meetings

Explain formalities and procedures for company meetings and resolutions.

BCL – L1 – Q77 – Directors and Officers

Discuss ways directors are disqualified and removed from office.

AAA – L3 – Q10 – Corporate governance

Explain corporate governance and roles of directors, external auditor, internal auditor, and audit committee.

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BCL – L1 – Q98 – Legal implications relating to companies in difficulty or in crisis

Discuss five duties and five powers of a liquidator under Act 180.

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BCL – L1 – Q88 – Company directors and other officers

List three civil liabilities for a director breaching fiduciary duties and conflict of interest rules.

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BCL – L1 – Q86 – Company directors and other officers

Can StarFish Ltd deny Maxwell Asante as a director after holding him out as one?

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BCL – L1 – Q84 – Corporate Governance

Explain the legal roles and responsibilities of company directors in corporate governance.

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BCL – L1 – Q78 – Company Meetings

Explain formalities and procedures for company meetings and resolutions.

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BCL – L1 – Q77 – Directors and Officers

Discuss ways directors are disqualified and removed from office.

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AAA – L3 – Q10 – Corporate governance

Explain corporate governance and roles of directors, external auditor, internal auditor, and audit committee.

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