- 5 Marks
BCL – Nov 2024 – L1 – Q5b – Registrar’s Power to Refuse Firm Registration
Circumstances under which the Registrar of Companies may refuse to register a firm or partnership.
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Subject: BUSINESS & CORPORATE LAW
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+ past questions and counting.
- 15 Marks
BCL – Nov 2024 – L1 – Q5a – Annual General Meeting (AGM) Requirements
Legal requirements for holding an AGM and consequences of non-compliance.
Question
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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- Tags: AGM, Companies Act, Corporate Governance, Meeting Notice, Shareholder Rights
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: Nov 2024
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- 5 Marks
BCL – Nov 2024 – L1 – Q4d – Utmost Good Faith in Insurance
Explanation of the principle of utmost good faith in insurance contracts.
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- 5 Marks
BCL – Nov 2024 – L1 – Q4c – Contractual Obligations of a Minor
Legal validity of a contract involving a minor performing services for payment.
Question
Amevo is a minor and a professional dancer. He entered into a contract to perform a series of dances for GH¢5,000 an hour per night of performance. The rule as accepted was that failure to perform in one series without reasonable excuse would incur a percentage deduction from his earnings at subsequent performances. Amevo failed to perform at one of the series. His attention was drawn to the rule, but he now thinks the deduction should not be made.
Required:
Advise Amevo.
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- 6 Marks
BCL – Nov 2024 – L1 – Q4b – Domestic Agreements and Legal Enforcement
Legal enforceability of a domestic agreement between spouses regarding financial obligations.
Question
As part of the arrangements in the home of the Ananses, the husband agreed to pay the school fees of the children. The wife decided to use part of her earnings to manage the household chores, including the provision of food. The wife had observed for some time that the husband had not performed his side of the obligation, leading to arrears of school fees. She has therefore chosen to sue the husband in a court of law to compel him to perform his duty.
Required:
Advise her
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- Tags: Contractual Obligations, Domestic Agreements, Family Law, Legal Intent, Social Contracts
- Level: Level 1
- Topic: Company Law
- Series: Nov 2024
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- 5 Marks
BCL – Nov 2024 – L1 – Q4a – Agency of Necessity
Legal implications of an agent acting in necessity during a curfew.
Question
Ozoozo is a cargo driving agent of Oforiwa, a trader. Ozoozo loaded a truck of yam from Kutunada for delivery to Oforiwa in Accra. In the course of the journey and at Butako township, a curfew was imposed as a result of chieftaincy issues in the traditional area. He tried to communicate with Oforiwa but he was unable to do so due to network challenges. Ozoozo found it useful to off-load the cargo of yam and dispose of it by sale. He accounted for the sale but Oforiwa became furious.
Required:
Advise Oforiwa.
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- 10 Marks
BCL – Nov 2024 – L1 – Q3b – Financial Assistance for Share Purchase
Conditions under which a company may provide financial assistance for share purchase.
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- 10 Marks
BCL-Nov-2024-L1-Q3a-Unfair Termination of Employment
Legal basis for unfair termination of employment under the Labour Act.
Question
Alahey, an employee of Gyammea Ventures, has had his appointment terminated following allegations of financial impropriety. In his response to a query for the alleged offense, he admitted committing the offense and pleaded for leniency.
For the offense of financial impropriety, the corresponding penalty should have been dismissal, as per the “Employee Handbook” of the company.
On account of his plea, Management decided to terminate the relationship with loss of terminal benefits. Alahey is minded to sue Gyammea Ventures for unfair termination and has approached you for advice.
Required:
With your understanding of the Labour Act, 2003, (Act 651), explain to Alahey the basis for severance of the employment relationship that can constitute unfair termination.
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- 10 Marks
BCL-Nov-2024-L1-Q2b- Pre-incorporation Contracts & Fiduciary Duty
Legal advice on pre-incorporation contract expenses and secret profits between business associates.
Question
Darkoa lives in the United States of America (USA) and asked his long-time friend, Gyankoroma, to register a company for her in Ghana. Gyankoroma spent GH¢20,000 on documentation, filing, and processing (with the issuance of receipts being in Gyankoroma’s name). Upon the request of Darkoa, Gyankoroma rented an office premises for one year at GH¢40,000 with the receipt in the name of the newly formed company.
Darkoa just returned from the USA to start operations. Darkoa discovered that the rental agent gave GH¢4,000 to Gyankoroma as inducement for the office deal. Darkoa appointed Gyankoroma as head of operations and refused to pay the registration expenses on the basis that Gyankoroma’s monthly salary as head of operations is more than GH¢20,000 and those expenses should be borne from the secret profits Gyankoroma had earlier enjoyed.
Required:
Based on your knowledge in pre-incorporation contracts, advise the parties.
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- 10 Marks
BCL – Nov 2024 – L1 – Q2a – Legal Implications Relating to Companies in Difficulty or in Crisis
Advise Naami on the procedure for private liquidation of Shama PLC.
Question
a) On 26 February 2024, Shama PLC, a public limited liability company trading on the Ghana Stock Exchange sent a notice to its shareholders inviting them to an Annual General Meeting (AGM) on 2 March 2024. The notice simply states that the ‘purpose is to transact the ordinary business’.
Naami is a shareholder of Shama PLC and is very disturbed about the vagueness of the notice. She is also not satisfied with the performance of the company and is seeking to requisition for a special resolution to liquidate the company.
Required:
Advise Naami on the procedure for private liquidation. (10 marks)
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- 10 Marks
BCL – Apr 2022 – L1 – Q1b – Public sector entities, Contract Law
Explain money laundering, its stages, and list anti-corruption institutions in Ghana.
Question
Pepo Ghana Ltd operated three accounts at the Arena branch of Coin Bank Ltd. On 27 May 2020, the Financial Intelligence Centre (FIC) in a letter, directed Coin Bank Ltd to freeze all the accounts of Pepo Ghana Ltd.
i) Explain money laundering and explain TWO (2) stages of money laundering. (6 marks)
ii) List TWO (2) anti-corruption institutions in Ghana.
(4 marks)
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- Tags: Anti-Corruption Institutions, Financial Crimes, Money laundering
- Level: Level 1
- Topic: Contract Law, Public Sector Entities
- Series: APR 2022
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- 10 Marks
BCL – Apr 2022 – L1 – Q1a – Sources of Law
Explain the concept of judicial precedent and identify rules for statutory interpretation.
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- Tags: Case Law, Judicial Precedent, Rules of Interpretation, Statutory Interpretation
- Level: Level 1
- Topic: Sources of Law
- Series: APR 2022
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- 5 Marks
BCL – Nov 2020 – L1 – Q5c – Contract Law
Explain whether consideration is always a requirement for a contract to be valid.
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- Tags: Consideration, Contract Law, Contract Validity
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2020
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- 10 Marks
BCL – Nov 2020 – L1 – Q5b – Company Directors and Other Officers
Identify the conditions that apply when the regulations of a company require share qualification for directors.
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- Tags: Company Law, Company Regulations, Directors, Share Qualification
- Level: Level 1
- Topic: Company directors and other officers
- Series: NOV 2020
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- 5 Marks
BCL – Nov 2020 – L1 – Q5a – Company Directors and Other Officers
Explain whether share qualification is a necessary prerequisite for the appointment as a director in a company.
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- Tags: Company Law, Directors, Share Qualification
- Level: Level 1
- Topic: Company directors and other officers
- Series: NOV 2020
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- 12 Marks
BCL – Nov 2020 – L1 – Q4b – Contract Law
Assess the legal effect of a company's acceptance of a tender in a contract.
Question
A Company known as Asempa Quarry Ltd, invited tenders for the supply of 2000 bulldozers to be delivered within seven months. Maxwell put in a tender intimating that he is prepared to supply the bulldozers at fifty thousand Ghana Cedis (GH¢50,000.00). The company accepted the tender by a letter, and subsequently gave various orders which were executed by Maxwell. The Director of Finance claims there is no valid agreement to support the payments.
Required:
i) State briefly the legal effect of the company’s actions.
(6 marks)
ii) The maxim “Caveat Emptor” and “Caveat Venditor” sound a note of caution to contracting parties.
State THREE (3) things that are required of a wary contracting party. (6 marks)
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- Tags: Acceptance, Contract Law, Legal Agreement, Tender
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2020
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- 8 Marks
BCL – Nov 2020 – L1 – Q4a – Tort
Explain the chances of success in a legal action under the Rule in Rylands v Fletcher.
Question
Osrodo Leather Co. Ltd used a solvent in their tanning business. The solvent escaped from beneath the works and eventually filtered into the water supply, polluting Adade Water Co. Ltd’s dam. Adade Water Co. Ltd was forced to abandon the dam to develop new water supplies. Consequently, Adade Water Co. Ltd took legal action against Osrodo Leather Co. Ltd.
Required:
Briefly explain the chances of Adade Water Co. Ltd, in the light of the Rule in Rylands Vrs Fletcher. (8 marks)
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- 10 Marks
BCL – Nov 2020 – L1 – Q3d – Company Directors and Other Officers
Assess the validity of a director’s appointment and identify possible remedies.
Question
Asamoah is a board member of Darling Company Ltd, a limited liability company with 5% shareholding by the Ghana Government. Asamoah was appointed to the board three years ago by the Founder/Executive Chairman.
Kofi Mintah, the Founder/Executive Chairman, and majority shareholder of the company, in accordance with the regulations, shall appoint five of the nine-member board. Two of the board members represent workers groups and the other two come from other shareholders including the government. Asamoah consented in writing to his appointment but the Minister of Information just announced the revocation of Asamoah’s appointment to the board. Kofi Mintah called Asamoah to inform him that the government’s announcement was null and void and should be ignored.
Required:
i) Explain whether the Minister of Information was justified in nullifying the appointment of Asamoah. (6 marks)
ii) What TWO (2) remedies, if any, are available to Asamoah in the circumstance of the case? (4 marks)
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- Tags: Appointment, Company Law, Directors, Remedies, Shareholders
- Level: Level 1
- Topic: Company directors and other officers
- Series: NOV 2020
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- 3 Marks
BCL – Nov 2020 – L1 – Q3c – Legal Implications Relating to Companies in Difficulty or in Crisis
Briefly explain the concept of a takeover in relation to a company.
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- 3 Marks
BCL – Nov 2020 – L1 – Q3b – Legal Implications Relating to Companies in Difficulty or in Crisis
Explain the term "amalgamation" as used in company law.
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