GHANA Trends and Developments Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
• who directly or indirectly ultimately owns or exercises substantial control over a person or company; • who has a substantial economic interest in or receives substantial economic benefits from a company whether acting alone or together with other persons; • on whose behalf a transaction is conducted; or • who exercises significant control or influence over a legal person or legal arrangement. The definition of “politically exposed person” includes a person who is or has been entrusted with a prominent public function in Ghana, a foreign country or an international organisation. There are different types of thresholds for report - ing a beneficial owner of a company depending on the sector the company is in and the type of person the beneficial owner is. The general threshold is that a person who has direct or indirect interest of 10% or greater in a company must be registered as a beneficial owner. Major Transactions Additionally, there is a new requirement for shareholders to approve certain intended steps and decisions taken by the board before they come into effect. The current trend is to involve, as much as possible, the owners of the company in the taking and implementation of significant steps. These types of decisions are classified as “major transactions” under Act 992. The idea, inter alia, is to enhance corporate accountabil - ity, mitigate losses and safeguard the assets of companies. The Act defines “major transaction” as: • the acquisition or the agreement to acquire assets the value of which is more than 75% of the value of the assets of the company;
• the disposition or agreement to dispose of assets the value of which is more than 75% of the value of the assets of the company; or • a transaction where the company acquires rights or interests, or incurs obligations and liabilities, the value of which is more than 75% of the value of the assets of the com - pany. Shareholders who vote against a resolution to undertake “major transaction” , which resolu - tion is passed in any event, have the option to request the company to buy them out. Minority Rights Act 992 grants specific remedies for minor - ity shareholders who feel oppressed. In addi - tion to the option open to shareholders to have their shares bought out after a vote on a major transaction (as discussed above), dissenting shareholders on a matter have the right to insti - tute legal action in situations where they feel oppressed. Moreover, where the company has done or threatens to undertake an action that tends to discriminate against or is unfairly preju - dicial to some of the shareholders, such share - holders may be entitled to a cancellation of such action by court order. Further, to curtail dissension and prolonged liti - gation, Act 992 allows shareholders to opt out of the company where a company amends its constitution to vary the previous objects or busi - ness of the company. This also applies where a special resolution is passed approving a major transaction or an arrangement for a merger and acquisition or the variation of a class of shares is undertaken (against the shareholder’s will). The option for a buy-out allows minority sharehold - ers to utilise remedies under Act 992 to protect their investments. No longer will minority share - holders who wholly vote against resolutions for
348 CHAMBERS.COM
Powered by FlippingBook