{"id":144808,"date":"2026-07-13T10:49:24","date_gmt":"2026-07-13T10:49:24","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=144808"},"modified":"2026-07-13T11:22:52","modified_gmt":"2026-07-13T11:22:52","slug":"ghana-shareholder-activism","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/ghana-shareholder-activism\/","title":{"rendered":"Ghana: Shareholder Activism"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-144808","comparative_guide","type-comparative_guide","status-publish","hentry","guides-shareholder-activism","jurisdictions-ghana"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Africa Legal Associates<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/07\/Screenshot-2026-07-02-101552.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Africa Legal Associates<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/07\/Screenshot-2026-07-02-101552.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Shareholder Activism laws and regulations applicable in Ghana<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the principal sources of laws and regulations relating to shareholder rights and activism?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The following are the principal sources of laws and regulations that relate to shareholder rights and activism:<\/p>\n<ol>\n<li><strong>The Companies Act, 2019 (Act 992)<\/strong> &#8211; This is the main statute defining shareholder rights, remedies, resolutions, the requisition of meetings, derivative actions, and protections against oppressive conduct.<\/li>\n<li><strong>The Securities Industry Act, 2016 (Act 929)<\/strong> \u2013 This law regulates shareholder rights and activist activity in listed companies and in the capital markets. It regulates mandatory takeover offers, insider dealings and provides for the Securities and Exchange Commission\u2019s (<strong>SEC<\/strong>) powers of market intervention.<\/li>\n<li><strong>Companies Regulations, 2023, L. I 2473<\/strong> \u2013 The Companies Regulations provide detailed procedural and administrative provisions, especially in relation to requisitions, resolutions, transparency, and corporate filings, to support shareholder rights and activism.<\/li>\n<li><strong>Ghana Stock Exchange Listing Rules, 2006<\/strong> \u2013 The Listing Rules also establish rules on shareholder meetings, voting rights, disclosure obligations, and corporate governance in listed companies.<\/li>\n<li><strong>Ghana Alternative Market (GAX) Rules, 2013<\/strong> \u2013 The GAX Rules also provide for minority shareholder protections and rights in Small and Medium Scale Enterprises (SMEs) listed on the GAX.<\/li>\n<\/ol>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How is shareholder activism viewed in your jurisdiction by regulators, shareholders and the media?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Regulators<\/strong><\/p>\n<p>Regulators generally support shareholder activism and acknowledge same as a legitimate corporate governance tool. As enforcers of the relevant laws, regulators provide meaningful support for shareholder rights and tend to create a positive environment for shareholder activism. The Bank of Ghana (BoG) and the Securities and Exchange Commission (SEC), for example, in addition to the laws, have published governance codes, directives, circulars, and notices that also promote shareholder activism. These codes and directives, among others, demand full shareholder participation, mandate equal access to corporate information, demand reasonable facilitation of voting by shareholders, demand accountability to all stakeholders, and encourage engagement with the board and management of companies. The dictates of these codes and directives go a long way in empowering shareholders. Although regulators are often seen taking a neutral position in the midst of disputes, their fidelity to the law and its provisions on shareholder activism does not falter. In such instances, they always encourage feuding parties to remain faithful to the letter of the law and avoid situations that may destroy the integrity of the industry.<\/p>\n<p><strong>Institutional Shareholders<\/strong><\/p>\n<p>Institutional shareholders in Ghana also make good use of their shareholder rights, albeit quietly and diplomatically. Institutional shareholders in Ghana have been noted to vote against board proposals on directors\u2019 fees and capital allocations and push for changes in operational budgets and strategy. Large asset managers have also been noted to have reviewed the governance structures of portfolio companies, while some big insurance companies have occasionally opposed board-level decisions in companies in which they have made investments. As one of the largest institutional shareholders on the GSE, the Social Security and National Insurance Trust (SSNIT) has at various times exercised its shareholder rights through board representation and voting at general meetings. In what was popularly known as the Cal Bank Boardroom Drama, SSNIT is noted to have asked for a poll on resolutions being voted upon and this demand significantly affected the outcome of the votes since voting was no longer by show of hands but by the number of shares held by each shareholder. The Cal Bank Boardroom Drama remains the most prominent public illustration of shareholder activism in Ghana, demonstrating that the statutory mechanisms available to shareholders are not merely theoretical but have been deployed with decisive practical effect.<\/p>\n<p><strong>Retail Shareholders<\/strong><\/p>\n<p>Although there are many retail shareholders, their influence is generally limited. However, a few known personalities are highly influential. Such engaged shareholders keenly follow the activities of investee companies and use their influence to cause the needed change where possible. They have also been noted to use the courts to assert their shareholder rights and market obligations.<\/p>\n<p><strong>The Media<\/strong><\/p>\n<p>The media simply reports the news as they find it. A business-focused newspaper may carry out some in-depth analysis, as would the business segments of various radio and TV programs. They do not amplify activist activities, except for the conflicts and disputes that may accompany them. The media coverage of shareholder disputes tends to intensify when state-owned enterprises or companies with significant public interest are involved.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common are activist campaigns and what forms do they take? Is activism more prevalent in certain industries?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Activist campaigns are not popular in Ghana, as shareholders are not overt in their actions. They prefer to attend meetings and exercise their rights to vote. Activism is generally low in Ghana, save for the Financial Services Sector where activist activities are slightly visible. Act 992 provides the following forms of shareholder activism:<\/p>\n<ul>\n<li>asking questions at general meetings (section 169 and the 8<sup>th<\/sup> schedule);<\/li>\n<li>circulating statements for or against business to be conducted at general meetings (section 168);<\/li>\n<li>voting against resolutions (section 169 and the 8<sup>th<\/sup> schedule);<\/li>\n<li>requesting the removal of a director (section 176);<\/li>\n<li>requesting a particular resolution at a general meeting (section 168);<\/li>\n<li>requisitioning an EGM (section 299 for private companies and section 324 for public companies); and<\/li>\n<li>litigation (sections 201, 205, 218 and 219).<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common is it for shareholders to bring litigation against a company and\/or its directors and what form does this take?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Ghana, it is relatively uncommon but possible for shareholders to litigate against their company or its directors. When it does occur, it typically takes one of several legal forms as defined under the Companies Act, 2019 (Act 992).<\/p>\n<ul>\n<li><strong>Derivative action under section 201<\/strong>&#8211; where a member obtains leave of the court to bring proceedings in the name and on behalf of the company.<\/li>\n<li><strong>Representative action under section 205<\/strong> \u2013 where a member brings proceedings in a representative capacity on behalf of a class of members with a common interest.<\/li>\n<li><strong>Injunction or declaratory reliefs under section 218<\/strong> \u2013 where a member applies to the Court to restrain the company from illegal, <em>ultra vires<\/em> or constitutionally irregular activity, or to declare a resolution not properly passed to be void.<\/li>\n<li><strong>Remedy against Oppression under section 219<\/strong> \u2013 where the affairs of the company are being conducted in a manner oppressive to members or in disregard of their proper interests.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders\/activists have to access the register of members?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Sections 35 and 36 of the Companies Act, 2019 (Act 992) promote corporate transparency and accountability by requiring companies to maintain and allow access to an up-to-date register of members and of beneficial owners.<br \/>\nSection 35 imposes a mandatory obligation on companies to maintain a current register of members and beneficial owners in Ghana. For members, the register must include their full names, addresses, shareholding details (including amounts paid and unpaid), membership dates, the nature of their interest, and the date of cessation of membership. For beneficial owners, the register must capture detailed personal and identification information, including full names (and former names), date and place of birth, contact details, nationality, identification numbers (such as passport or national ID), employment information, the nature and legal basis of the beneficial interest, and whether the person is a politically exposed person (PEP).<\/p>\n<p>Section 36 provides statutory rights of access to these registers for the public. Shareholders (members) have the unrestricted right to inspect the register of members and beneficial owners free of charge during business hours for not less than two hours each working day, excluding weekends and public holidays. Non-members, including activists and members of the public, may also inspect the register upon payment of a reasonable fee prescribed by the company. A company may, however, close the register for periods not exceeding thirty days in aggregate per year on giving reasonable notice, during which inspection rights are suspended (section 37).<\/p>\n<p>In addition to inspection rights, both members and non-members may request copies of the register or portions thereof, for which the company may charge a fee. Companies are legally required to provide such copies within ten days of receiving a request.<\/p>\n<p>If a company refuses inspection or fails to provide the requested copies, it and any defaulting officer are liable to an administrative penalty of twenty-five penalty units per day of default. Moreover, the aggrieved party may apply to the court, which can order the immediate production of the register or direct the company to send the copies.<\/p>\n<p>For listed companies, the register is subject to the Central Securities Depository (CSD) Act, 2007, Act 733 under which listed securities are held in dematerialised form through the Ghana Central Securities Depository. Activists targeting listed companies may therefore need to engage with the CSD in addition to inspecting the company\u2019s register in order to obtain a complete picture of beneficial ownership.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders have to requisition a shareholder meeting or table a resolutions in connection with a meeting? Who is responsible for the costs involved?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Companies are required to hold an annual general meeting (AGM) at least once every year but not more than 15 months apart. For a newly incorporated company, its first AGM can be held anytime within 18 months of its incorporation. It need not be held in the year of incorporation.<\/p>\n<p>Notice of an AGM must be written and served either personally, by post, or by electronic means. It must contain the place, date, and hour of the meeting and provide sufficient details of the nature of the business to be transacted. The notice period is a minimum of 21 days before the meeting date. This period may be shortened if all members entitled to attend and vote at the meeting ratify the short notice.<\/p>\n<p>In addition to the mandatory AGM, a company may convene other meetings called extraordinary general meetings (EGMs). An EGM may be convened by the directors of the company whenever they deem it appropriate. Shareholders may also requisition directors to call an EGM. EGMs may be convened to enable the company to deal with urgent matters that may arise.<\/p>\n<p>As a rule, AGMs are convened by the directors of the company. Therefore, when a shareholder or shareholders need a meeting to be convened, they must requisition the directors to call for such a meeting. The requisition must state the nature of the business to be transacted at the meeting and be signed by the shareholder (s) requisitioning the meeting. The requisition must be sent to the registered office of the Company.<\/p>\n<p>In terms of procedure, AGMs are convened by the directors who send out a notice of the meeting to shareholders entitled to receive notice of the meeting at least 21 days prior to the meeting. The notice must provide the following:<\/p>\n<ul>\n<li>sufficient details of the place, date, and hour of the meeting;<\/li>\n<li>the general nature of the business to be transacted; and<\/li>\n<li>other necessary information.<\/li>\n<li>other salient reports and documents will be circulated together with the notice.<\/li>\n<\/ul>\n<p>The procedure for an EGM is as follows:<\/p>\n<ul>\n<li>For a private company, two or more shareholders or a single shareholder holding not less than one-tenth of the shares (or voting rights for a company limited by guarantee) of the company may requisition the directors to convene an EGM. The directors must, within seven days of receipt of the requisition, convene a meeting for a date not later than 28 days. If the directors fail to convene the meeting within this period, the requisitioning shareholders may themselves convene the meeting, provided that any meeting so convened must be held within four months of the date of the requisition.<\/li>\n<li>For a public company, shareholders holding a minimum of one-twentieth of the shares (or voting rights for a company limited by guarantee) may requisition the directors to convene an EGM. The directors must, within 28 days of receipt of the requisition, convene a meeting for a date not later than 28 days. If the directors fail to convene the meeting within this period, the requisitioning shareholders may themselves convene the meeting, provided that any meeting so convened must be held within four months of the date of the requisition.<\/li>\n<\/ul>\n<p>Where it is impracticable to call or conduct a meeting in the prescribed manner \u2013 for example, where directors obstruct or frustrate a properly requisitioned meeting \u2013 a member may apply to the court under section 162 for an order directing that a meeting be called , held, and conducted in such manner as the Court thinks fit.<\/p>\n<p>In Ghana, when a shareholder requisitions a meeting, the company is generally responsible for the costs of calling and holding the meeting when the directors convene it as required. However, if the directors fail to convene the meeting within the statutory time limits, and the requisitioning shareholders themselves call and hold the meeting, the company must reimburse the reasonable expenses that the requisitioning shareholders incur in doing so. This ensures that shareholders are not financially disadvantaged when exercising their right to requisition a meeting, while the company remains, ultimately, responsible for meeting-related costs.<\/p>\n<p>Shareholders who requisition a meeting have the right to propose resolutions to be included in the agenda and the notice of the meeting.<\/p>\n<p>The notice of the meeting, which must be sent at least 21 days prior, shall include the following:<\/p>\n<ul>\n<li>The place, date, and time of the meeting;<\/li>\n<li>Sufficient details of the nature of the business to be transacted, including the proposed resolutions, are provided.<\/li>\n<\/ul>\n<p>Any shareholder entitled to attend, and vote may propose resolutions at the meeting, but only those properly included in the notice are considered.<\/p>\n<p>Resolutions can be either:<\/p>\n<p>Ordinary resolutions are passed by a simple majority of votes cast by the members of the company who, being entitled to do so, vote in person or by their proxies (where proxies are allowed at a general meeting).<\/p>\n<p>Special resolutions are passed by not less than three-quarters of the votes cast by the members of the company who, being entitled to do so, vote in person or by their proxies (where proxies are allowed at a general meeting). The requirement for a special resolution would be expressly stated in the Companies Act and the company\u2019s constitution.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders have to circulate statements to shareholders in connection with a meeting?  Who is responsible for the costs involved?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Shareholders have two distinct rights to circulate statements in connection with a general meeting. A shareholder entitled to attend and vote at a meeting may request the company to include in the notice of the meeting a statement of not more than 500 words with respect to the proposed resolution or any other business to be dealt with at the meeting. The company is required to circulate the statement at its own expense. The written request, signed by the shareholder, together with the resolution and statement, must be deposited at the registered office of the company not less than six weeks before the meeting. Where a proposed resolution is not passed at the meeting, the same or substantially similar resolution may not be moved again within three years, unless the directors otherwise agree or the request is supported in writing by not less than one-twentieth of the total voting rights.<\/p>\n<p>Also, a shareholder is entitled to circulate to all shareholders a broader circular of not more than 1,000 words with respect to any business to be dealt with at the meeting. In this instance, the cost is borne by the requesting shareholder, who must deposit with the request a sum of money reasonably sufficient to meet the company\u2019s expenses. The request and the statement must be deposited at the registered office not less than 10 days before the meeting.<\/p>\n<p>In both cases, the company is not required to circulate a statement if the Court is satisfied, on application by the company or any aggrieved person that the right is being abused to secure needless publicity for defamatory matter.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What percentage of share capital is needed to appoint or remove a director?  What is the process?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The law does not provide a share capital requirement threshold for the appointment or removal of directors. A director may be appointed or removed by a simple majority of votes at a general meeting.<\/p>\n<p><strong>Appointment of Directors<\/strong><\/p>\n<p>The first directors of the company are named in the incorporation application. Subsequently, the shareholders of the company appoint directors at a general meeting of the company by passing an ordinary resolution.<\/p>\n<p>The person to be appointed as a director must, prior to the appointment, make a statutory declaration to be filed with the Registrar of Companies to the effect that:<\/p>\n<ul>\n<li>the person has not within the preceding five years of the application for incorporation been charged with or convicted of a criminal offence involving fraud or dishonesty, relating to the promotion, incorporation or management of a company; and<\/li>\n<li>the person has not been a director or senior manager of a company that has become insolvent or, if the person has been, the date of the insolvency and the particular company.<\/li>\n<\/ul>\n<p>The person must also consent in writing to be appointed as a director, and the consent must be filed within 28 days of being made. The director is then appointed by a simple majority vote at the company\u2019s general meeting.<\/p>\n<p><strong>Removal of Directors<\/strong><\/p>\n<p>Shareholders may, by ordinary resolution at a general meeting, remove from office any or all the directors of the company, despite anything stated in the constitution of the company or in agreement with the director. Notice of the intention to remove the director must be sent to the company not less than 35 days before the meeting at which the resolution will be moved. The company must notify shareholders of the intention to move the resolution not less than 21 days before the meeting, in the same manner as notices of meetings are circulated.<\/p>\n<p>The company is also required to provide a copy of the notice of intention to the affected director. Such a director will be entitled to be heard regarding the resolution. The affected director is entitled to send a written statement to all members entitled to receive notice of the meeting. The company is not required to circulate the statement from the director if the statement is received less than seven days before the meeting.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What percentage of share capital is needed to block a shareholder resolution?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are two main types of resolutions: ordinary and special. Ordinary resolutions only require a simple majority of votes cast by members of the company who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting. In contrast, special resolutions require three-fourths of the votes cast. However, voting is usually by a simple show of hands unless a poll is demanded, in which case each share carries one vote. Therefore, to block a resolution, the interested shareholder or group of shareholders must control more than 50% of the votes cast to defeat an ordinary resolution, and more than 25% of the votes cast to defeat a special resolution. Both thresholds are calculated on the votes actually cast at the meeting.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do holders of other instruments have any of the above rights?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The rights of holders of other financial instruments under the Companies Act, vary depending on the nature of the instrument.<\/p>\n<p>Preference shareholders are members of the company and retain most of the rights available to ordinary shareholders \u2014 including rights to inspect the register of members, requisition meetings, circulate statements, and bring litigation under sections 201, 205, 218, and 219. Their voting rights are, however, significantly qualified under section 52. The right of preference shareholders to attend and vote at general meetings may be suspended subject to the company&#8217;s constitution. Despite any such suspension, preference shareholders recover their voting rights in four specific circumstances:<\/p>\n<ul>\n<li>where their preferential dividend is in arrears and unpaid;<\/li>\n<li>where a resolution varies the rights attached to their shares;<\/li>\n<li>on a resolution to remove an auditor; and<\/li>\n<li>on a resolution for the winding up of the company.<\/li>\n<\/ul>\n<p>Debenture holders occupy a different position. They are creditors of the company and not considered members. Section 83(5) expressly provides that a debenture holder is not entitled to attend and vote at a general meeting, regardless of anything in the debenture instrument or the company&#8217;s constitution. Debenture holders do, however, retain certain important rights under Act 992:<\/p>\n<ul>\n<li>the right to be served with copies of financial statements, consolidated accounts, and the auditors&#8217; report (sections 128 and 137)<\/li>\n<li>the right to inspect the auditor&#8217;s report at the registered office (section 137(4))<\/li>\n<li>the right to hold separate class meetings under section 96<\/li>\n<li>access to the register of debenture holders under section 99<\/li>\n<li>the right to apply to the Court for relief under the oppression remedy in section 219, which expressly extends to debenture holders as well as members<\/li>\n<\/ul>\n<p>Holders of convertible debentures under section 88 have the same limited rights as debenture holders until conversion, at which point they acquire full membership rights including voting rights.<\/p>\n<p>Holders of other capital market instruments \u2014 such as units in collective investment schemes \u2014 have rights governed by their respective trust deeds and offering documents under the Securities Industry Act, 2016 (Act 929), rather than Act 992<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is stamp duty payable on share acquisitions and can this be avoided\/mitigated?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Share acquisitions and their transfers are exempt from Stamp Duties, as indicated in the Stamp Duty Act, 2005 (Act 689).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what level can you acquire shares without having to disclose your position?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Shareholders of listed companies on the Ghana Stock Exchange (GSE) must notify the market when their holding in a listed company attains, exceeds or falls below each 5% threshold, starting from 10% through 15% and 20% up to 50% plus one share. The disclosure must be made within 48 hours of the transaction.<\/p>\n<p>The Securities and Exchange Commission (SEC) also requires the disclosure of acquisitions or disposals, including whether the acquisition(s) was made as a trustee, nominee, or the name and instructions given.<\/p>\n<p>In the case of private companies, there is no requirement to make any private or public disclosures regarding the number of shares owned in the company.<\/p>\n<p>Separately, Act 992 requires the disclosure of persons known as \u201cbeneficial owners (BO)\u201d in a company. These are persons who directly or indirectly own or exercise substantial control over a company, have substantial economic interest in, or receive substantial economic benefits from the company. Transactions may be conducted on their behalf, or they may exercise significant control or influence over a legal person or legal arrangement through formal or informal agreements. The thresholds are as follows:<\/p>\n<ul>\n<li>5% for foreign politically exposed person (PEP), unlisted companies, or companies that the Registrar designates as high risk.<\/li>\n<li>Any interest at all for a Ghanaian PEP.<\/li>\n<li>20% in all other cases.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is the disclosure threshold different if the issuer is subject to a takeover offer?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Once an issuer becomes the subject of a takeover offer, the disclosure threshold changes in two ways.<\/p>\n<p>Firstly, the mandatory offer is triggered at 30%\u00a0 and a person or group of persons, acting in concert, who acquire more than 30% but less than 50% of voting shares within any 12-month period, or 50% or more of the voting rights, must make an offer to all shareholders. The intention to offer must be announced within 24 hours of the board\u2019s decision, and a full offer statement submitted to the SEC within 10 days.<\/p>\n<p>The law requires that the intention to make a takeover offer be announced in a newspaper of wide circulation and in electronic media prior to the commencement of the offer. Within 24 hours of the resolution of the board to acquire effective control in a public company a press announcement must be made on the floor of the Exchange (in the instance of a listed company), in electronic media, and in at least two (2) English language daily newspapers of national circulation. The offeror must also submit a statement with specific details of the offer to the SEC for approval within ten (10) days of the date of the announcement.<\/p>\n<p>Secondly, once the offer period begins, the disclosure requirement stops being percentage-based altogether and becomes status-based; and the offeror, its concert parties, directors, senior managers and associates must disclose every dealing in voting shares of either party, within 24 hours. Similar obligations are imposed on the offeree as well as its substantial shareholders, directors, senior managers and associates.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any rules which restrict the extent to which you can build a position?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are no express laws or rules that restrict the extent \u00a0to which an investor may build a position. Some have interpreted the disclosure requirements and rules, such as the mandatory takeover offer, as an indirect way of restricting the speed of building a position. However, as long as the disclosure and mandatory takeover offer obligations, where necessary, are met, an investor can buy as quickly as possible because there are no daily or weekly limits, nor are there limits on acquisition volumes.<\/p>\n<p>It is worth noting that in some regulated sectors such as banking, insurance and petroleum, prior regulatory approval is required from the regulator before a significant shareholding may be acquired making the acquisition conditional on approval. Similarly, in private companies, the constitution of a target company may impose pre-emption rights and such rights may have to be surmounted before a position could be built.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there circumstances in which a mandatory takeover is required?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Any acquisition of shares that will lead to the shareholder attaining more than 30% but less than 50% of voting rights within any 12-month period, requires the shareholder to make a mandatory takeover offer to the remaining shareholders.\u00a0 Also, a shareholder who already holds between 30% and 50% of the voting rights and goes on to acquire 50% or more is required to make a mandatory offer to the remaining shareholders.<\/p>\n<p>When shareholders act in concert, a mandatory offer obligation arises for the lead shareholder or the group as a whole when they collectively reach or exceed 30% shareholding. Again, an indirect change in control which occurs when a person acquires a shareholder that owns more than 30% of a public company, may also trigger a mandatory takeover offer.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does collective shareholder action or \u2018acting in concert\u2019 have any consequences?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, collective shareholder action has significant consequences under Ghanaian law, particularly in relation to disclosure obligations and mandatory takeover rules. Where persons acting in concert collectively acquire 30% or more of the voting rights of a public company, they are deemed to have triggered a mandatory takeover obligation. Such persons are required to make disclosures as stated in 3b above.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do the same rules and thresholds apply to other financial instruments?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Act 929 defines \u201csecurities\u201d to include shares and debentures and includes options or rights to subscribe for or purchase shares or debentures, loan instruments, government bonds, rights or interests under unit trusts, warehouse receipts, rights or options in respect of shares or debentures, commodities, futures, contracts, options and other derivatives, and any other instruments prescribed by the Minister. Therefore, it is arguable that, to the extent that the acquisition of these other instruments may give a person effective control over an organisation, the same disclosure rules and thresholds may apply.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If an activist makes a takeover offer, what impact might any prior share purchases have on the minimum offer price or the form of consideration that must be offered?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Prior share purchases within the last six months preceding the takeover offer determine the minimum offer price. The highest price paid in the last six months prior to the takeover offer is the minimum price at which the offeror or its concert parties must pay. The same applies to the form of consideration; if the offer in the last six months prior to the takeover offer was made in cash, then cash must be used.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What measures are available to companies to protect against an activist campaign?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The measures applied are basically good governance tools that help to forestall activist campaigns and, where necessary, litigation in the courts. Generally, the measures include the following:<\/p>\n<ul>\n<li>good corporate governance;<\/li>\n<li>maintaining good relationships with major shareholders<\/li>\n<li>being accessible to shareholders.<\/li>\n<li>making the company\u2019s registers easily accessible;<\/li>\n<li>look for ways to build consensus.<\/li>\n<li>disclosing the remuneration of directors and key officers<\/li>\n<li>increasing share valuations and maximising returns to shareholders.<\/li>\n<\/ul>\n<p>Additionally, the Companies Act provides the following provisions which may be seen as structural measures:<\/p>\n<ul>\n<li>pre-emption rights and transfer restrictions limiting an activist\u2019s ability to freely accumulate shares.<\/li>\n<li>entrenchment of constitutional provisions requiring supermajority approval for key decisions.<\/li>\n<li>creation of multiple classes of shares with differentiated voting rights.<\/li>\n<li>staggered board terms and director qualification requirements built into the constitution.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which director duties are particularly relevant in the context of an activist campaign?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Ghanaian Company Law, directors generally owe their duties strictly to the company and not to any other person. However, in carrying out their duties to the company, directors may consider the interests of employees and members of the company, and where a director is appointed by or is a representative of a class of members, employees or creditors, give special but not exclusive consideration to the interests of that class. The express duties of directors are as follows.<\/p>\n<p>i. Directors stand in a fiduciary relationship with the company and must observe the utmost good faith in transactions with or on behalf of the company, and<\/p>\n<p>ii. Directors must always act in what they honestly believe is in the best interests of the company as a whole, with the goal of preserving its assets, furthering its business, and promoting its purposes in a manner that a faithful, diligent, careful, and ordinarily skilful director would act in the circumstances.<\/p>\n<p>In this regard, directors must consider the following:<\/p>\n<ul>\n<li>The likely consequence of any decision in the long term.<\/li>\n<li>The impact of the operations of the company on the community and environment, and<\/li>\n<li>The desirability of the company maintaining a reputation for high standards of business conduct.<\/li>\n<\/ul>\n<p>iii. Directors must act in accordance with the company\u2019s constitution and only exercise their powers for proper purposes.<\/p>\n<p>iv. Directors must exercise independent judgment and not unduly subordinate their decision-making.<\/p>\n<p>v. Directors must avoid conflict of interest and, in that regard, must disclose the nature and extent of their interest in any transaction that they may be interested in and must not vote on such matters.<\/p>\n<p>vi. Directors must not use company property, information, or opportunities for personal gain unless authorised.<\/p>\n<p>vii. Directors must conduct the affairs of the company in a manner that is not oppressive, unfairly prejudicial, or in disregard of the interests of the members.<\/p>\n<p>In the context of an activist shareholder campaign, certain duties become particularly significant. The duty to act in the best interests of the company as a whole is central, as directors must assess whether the activist\u2019s proposals align with the company\u2019s long-term interests rather than simply responding to pressure from a vocal minority. The duty to exercise independent judgment is equally important, requiring directors to maintain their objectivity and resist undue influence. Additionally, the obligation to consider long-term consequences is especially relevant where activist demands are geared towards short-term financial gains that may jeopardise the company\u2019s future sustainability. Directors must also weigh the impact on employees, creditors, and other stakeholders and ensure that all decisions are made with integrity and good faith.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights does a company have to require parties to disclose details of their interests (direct and indirect) in the company\u2019s share capital?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Companies Act requires a company to keep a register of its members, including information such as their names and addresses, the number and class of shares held, the amount paid or unpaid, and the date of becoming or ceasing to be a member. In addition, the company must record the particulars of every beneficial owner. These particulars include their full legal and former names, date and place of birth, contact details and addresses, nationality, ID information, occupation and place of work, nature of the interest ( whether legal, financial, security, informal arrangement), and confirmation of whether the person is a politically exposed person (PEP).<\/p>\n<p>There is a statutory duty on shareholders to communicate any changes in the particulars of beneficial owners within 28 days of such changes to the company, and the company, upon receipt of such information, must update its records within 28 days.<\/p>\n<p>Additionally, shareholders of listed companies are required by the GSE\u00a0 Listing Rules to disclose substantial shareholding and beneficial ownership information to the company and regulators. A shareholding of 5% or above is considered substantial.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there restrictions on companies selectively disclosing inside information to activists?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Companies are prohibited from selectively disclosing inside information to specific shareholders, such as activists, institutional investors, or insiders, unless one of the following conditions is met:<\/p>\n<ul>\n<li>The information is disclosed to the public at the same time, or<\/li>\n<li>The disclosure occurs in the ordinary course of business under strict confidentiality safeguards, such as a non-disclosure agreement.<\/li>\n<\/ul>\n<p>Failing to follow these conditions may result in a breach of insider trading laws under the Securities Industry Act, 2016 (Act 929). The SEC has express powers under Act 929 to investigate suspected insider dealings and selective disclosures and to impose sanctions including trading suspensions and financial penalties on those found to be in breach.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are settlement agreements between a company and an activist permitted in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No laws prohibit settlement agreements between a company and an activist. Such agreements are binding contracts and may be enforceable under Ghanaian contract law. There are no reports or records of activist settlement campaigns being resolved by settlement agreement, as most activist campaigns are dealt with privately.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">5841<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/144808","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=144808"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}