Question Tag: Shareholder Rights

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BCL – Nov 2024 – L1 – Q5a – Annual General Meeting (AGM) Requirements

Legal requirements for holding an AGM and consequences of non-compliance.

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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FM – May 2023 – L3 – Q1b – Mergers and Acquisitions

Discuss the typical factors included in takeover regulations across countries.

b. The regulation of takeovers varies from country to country.

Outline the typical factors that such a regulation includes. (4 Marks)

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BL – Nov 2020 – L1 – SB – Q1d – Company Law

List powers exercised by the Annual General Meeting (AGM) of a company.

One of the two organs of a company is the general meeting of members.

Required:
State FOUR powers of the Annual General Meeting.

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CSEG – May 2017 – L2 – Q6b – Corporate governance framework

Identify four measures shareholders may seek to resolve agency problems in corporate governance.

Agency problems are inherent in static corporate structures. This conflict arises when separate parties in a business relationship, such as a corporation’s managers and shareholders, have disparate interests. Corporations employ several dynamic techniques to circumvent static issues resulting from agency problems.

Required:

Identify FOUR measures which shareholders may seek to resolve any agency problems that arise. (4 marks)

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BCL – Nov 2019 – L1 – Q2d – Company directors and other officers

Options available to a minority shareholder and potential court reliefs in a company merger scenario.

Kwame Akoto holds 15% share in Sikem Investment Ltd, a brokerage firm, which by the regulations of the company, entitled him to appoint a director. To avoid the strict and high standards of banking, the Regulations of Sikem Investment prohibits banking and savings and loan schemes. Kwame Akoto received a letter from Mr. Pinkrah, Managing Director and 55% shareholder, that the company has merged with Sikaman Group owned 100% by Mr. Pinkrah. The merged company will upgrade into a full bank within the next three months. The shares of Kwame Akoto and all minority shareholders with Sikem Investment Ltd will be converted into a loan at 10% per annum interest with principal repayment schedule over the next five years. Mr. Pinkrah took all decisions alone without consulting the seven members on the board. All attempts to hold a board meeting to discuss the issues have been thwarted by Mr. Pinkrah.

Required:

i) State THREE (3) options open to Kwame Akoto in the circumstance of this case. (6 marks)

ii) State FOUR (4) likely reliefs the court may grant. (4 marks)

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BCL – July 2023 – L1 – Q5b – Types of Capital and the Financing of Companies

Distinguish between equity shares and preference shares in three ways.

In THREE (3) ways, distinguish between equity shares and preference shares. (6 marks)

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BCL – Dec2022 – Q5a – Company directors and other officers

Explain class rights, circumstances for their variation, and advice on the cancellation of special rights.

Kofi Manu set up a company and had a scholarship to pursue his PhD in Australia. He then transferred part of his share to Abena Mansa with special rights in their agreement including rights on new shares, transfer restrictions unless with consent, and the right to appoint a Director if holding is at least 10%. Now Kofi Manu is back and wants to cancel the special rights of Abena Mansa, but Abena Mansa has argued that the special rights she had were class rights that could only be varied with her consent and she was not ready to vary it.

Required:
i) What is meant by class rights? (3 marks)
ii) Under what TWO (2) circumstances can class rights be varied? (4 marks)
iii) Advise Kofi Manu. (3 marks)

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BMIS – April 2022 – L1 – Q1b – The business organisation and its stakeholders

Explain what a public limited liability company is and discuss two features of a private limited liability company.

Nkaagi, your long-time family friend who is an Engineer by profession, recently took over as the Chief Executive Officer of Wakawaka Investment Ltd, a company listed on the Ghana Stock Exchange. He has on several occasions complained about the many legal requirements they have had to contend with and has now approached you for advice on the benefits to be derived from converting a public limited liability company into a private limited liability company.

Required:
i) Explain what a public limited liability company means to Nkaagi. (4 marks)
ii) Explain TWO (2) features of a private limited liability company. (6 marks)

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BCL – Nov 2024 – L1 – Q5a – Annual General Meeting (AGM) Requirements

Legal requirements for holding an AGM and consequences of non-compliance.

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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FM – May 2023 – L3 – Q1b – Mergers and Acquisitions

Discuss the typical factors included in takeover regulations across countries.

b. The regulation of takeovers varies from country to country.

Outline the typical factors that such a regulation includes. (4 Marks)

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BL – Nov 2020 – L1 – SB – Q1d – Company Law

List powers exercised by the Annual General Meeting (AGM) of a company.

One of the two organs of a company is the general meeting of members.

Required:
State FOUR powers of the Annual General Meeting.

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CSEG – May 2017 – L2 – Q6b – Corporate governance framework

Identify four measures shareholders may seek to resolve agency problems in corporate governance.

Agency problems are inherent in static corporate structures. This conflict arises when separate parties in a business relationship, such as a corporation’s managers and shareholders, have disparate interests. Corporations employ several dynamic techniques to circumvent static issues resulting from agency problems.

Required:

Identify FOUR measures which shareholders may seek to resolve any agency problems that arise. (4 marks)

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BCL – Nov 2019 – L1 – Q2d – Company directors and other officers

Options available to a minority shareholder and potential court reliefs in a company merger scenario.

Kwame Akoto holds 15% share in Sikem Investment Ltd, a brokerage firm, which by the regulations of the company, entitled him to appoint a director. To avoid the strict and high standards of banking, the Regulations of Sikem Investment prohibits banking and savings and loan schemes. Kwame Akoto received a letter from Mr. Pinkrah, Managing Director and 55% shareholder, that the company has merged with Sikaman Group owned 100% by Mr. Pinkrah. The merged company will upgrade into a full bank within the next three months. The shares of Kwame Akoto and all minority shareholders with Sikem Investment Ltd will be converted into a loan at 10% per annum interest with principal repayment schedule over the next five years. Mr. Pinkrah took all decisions alone without consulting the seven members on the board. All attempts to hold a board meeting to discuss the issues have been thwarted by Mr. Pinkrah.

Required:

i) State THREE (3) options open to Kwame Akoto in the circumstance of this case. (6 marks)

ii) State FOUR (4) likely reliefs the court may grant. (4 marks)

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BCL – July 2023 – L1 – Q5b – Types of Capital and the Financing of Companies

Distinguish between equity shares and preference shares in three ways.

In THREE (3) ways, distinguish between equity shares and preference shares. (6 marks)

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BCL – Dec2022 – Q5a – Company directors and other officers

Explain class rights, circumstances for their variation, and advice on the cancellation of special rights.

Kofi Manu set up a company and had a scholarship to pursue his PhD in Australia. He then transferred part of his share to Abena Mansa with special rights in their agreement including rights on new shares, transfer restrictions unless with consent, and the right to appoint a Director if holding is at least 10%. Now Kofi Manu is back and wants to cancel the special rights of Abena Mansa, but Abena Mansa has argued that the special rights she had were class rights that could only be varied with her consent and she was not ready to vary it.

Required:
i) What is meant by class rights? (3 marks)
ii) Under what TWO (2) circumstances can class rights be varied? (4 marks)
iii) Advise Kofi Manu. (3 marks)

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BMIS – April 2022 – L1 – Q1b – The business organisation and its stakeholders

Explain what a public limited liability company is and discuss two features of a private limited liability company.

Nkaagi, your long-time family friend who is an Engineer by profession, recently took over as the Chief Executive Officer of Wakawaka Investment Ltd, a company listed on the Ghana Stock Exchange. He has on several occasions complained about the many legal requirements they have had to contend with and has now approached you for advice on the benefits to be derived from converting a public limited liability company into a private limited liability company.

Required:
i) Explain what a public limited liability company means to Nkaagi. (4 marks)
ii) Explain TWO (2) features of a private limited liability company. (6 marks)

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