- 20 Marks
BCL – L1 – Q89 – Company meetings and resolutions
Discuss AGM requirements, notice contents, consequences of non-compliance, binding decisions, and privity of contract under Ghanaian law.
Question
Kofi Amoah, the CEO of your company, is preparing for a top management meeting scheduled for 1st December 2021. One of the issues to be discussed is the effect of COVID-19 on holding shareholders’ meetings. 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. Kwame Boateng, a shareholder has decided not to attend the AGM if it is organized virtually.
Required:
As a business law student, your boss has requested you to present to him the following:
(a) The requirement of the Companies Act, 2019 (Act 992) on the interval between which AGM are to be held.
(b) THREE (3) things that should be covered in the notice for an AGM.
(c) TWO (2) consequences of not holding an annual general meeting in accordance with the Companies Act.
(d) Discuss whether decisions taken at the AGM will be binding on Kwame Boateng.
(e) What is meant by the doctrine of “Privity of contract” and identify TWO (2) exceptions allowed under the Contract Act, 1960 (Act 25) in Ghana?
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