Shareholder Rights

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.

(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?

Answer

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Tags: Annual General Meeting, Companies Act, Corporate Governance, Meetings, Notice Requirements, Privity of Contract, Shareholder Rights
Level: Level 1

Topic: Company meetings and resolutions

Title: BCL – L1 – Q81 – Auditor Appointment

State the process of appointing company auditors under the Companies Act.

Question

(a). Briefly state the process of appointing company auditors.

(b). Is there any limitation on the powers of the board of directors?

(c). Who are entitled to attend the general meetings of a company?

(d). What is a written resolution?

Answer

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Tags: Companies Act, Corporate Governance, Shareholder Rights, Written Resolution
Level: Level 1

Topic: Written Resolution

BCL – L1 – Q80 – Acts of the Company

Explain what constitutes the acts of a company under the Companies Act.

Question

(a). What constitute the acts of the company?

(b). Differentiate between ordinary resolution and special resolution.

(c). Kofi Asante is a board member of Rising Ventures Limited, a limited liability company with 10% shareholding by the Ghana Government. Kofi Asante was appointed to the BOD four years ago in accordance with the constitution allowing Dr. Kwame, Founder/Executive Chairman, and majority shareholder of the company to appoint seven of the eleven-member board. Three of board members represent workers groups and the last one comes from government per the constitutions. The Minister of Information just announced the revocation of Kofi Asante’s appointment to the BOD. Dr. Kwame called Kofi Asante to inform him the government’s announcement is null and void and should be ignored.

Who should Kofi Asante believe?

Answer

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Tags: Board of Directors, Companies Act, Corporate Governance, Director Removal, Shareholder Rights
Level: Level 1

Topic: Director Appointment and Removal

BCL – L1 – Q75 – Types of Capital

Define and explain equity shares, debentures, floating charge, and liquidity of shares.

Question

(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.

Answer

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Tags: Company Law, Share Certificate, Shareholder Rights
Level: Level 1

Topic: Types of capital and the financing of companies

Tag (SQ): Shareholder Rights

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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.

Title: BCL – L1 – Q81 – Auditor Appointment

State the process of appointing company auditors under the Companies Act.

BCL – L1 – Q80 – Acts of the Company

Explain what constitutes the acts of a company under the Companies Act.

BCL – L1 – Q75 – Types of Capital

Define and explain equity shares, debentures, floating charge, and liquidity of shares.

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Tag (SQ): Shareholder Rights

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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.

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Title: BCL – L1 – Q81 – Auditor Appointment

State the process of appointing company auditors under the Companies Act.

You're reporting an error for "Title: BCL – L1 – Q81 – Auditor Appointment"

BCL – L1 – Q80 – Acts of the Company

Explain what constitutes the acts of a company under the Companies Act.

You're reporting an error for "BCL – L1 – Q80 – Acts of the Company"

BCL – L1 – Q75 – Types of Capital

Define and explain equity shares, debentures, floating charge, and liquidity of shares.

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