Ok, upon closer reading and examination, I have concluded that there are some things that I dont get or understand about this letter from the Presidency informing us of a directive to the SADA board to terminate the Asongtaba Guinea Fowl and Tree-Planting contracts. Wait a minute. Did we not invest in a Joint Venture company? The company has been incorporated (2012), the shares that we contracted to buy have been issued, right? So exactly what does termination mean in this context? Which contract? The share purchase contract? Massa, once the shares have been issued, the matter is closed. The contract has been performed. If you dont like your shares anymore (and the letter suggests the grounds we no dey see top or we can do it by ourselves), you sell your shares. Yes, in a closed-corporation scenario, there may be rights of pre-emption (IOW rights of first refusal). But those are rights of the JV partner who is not selling, not the one selling: you cant force your JV partner to buy you out unless you have a provision in a Shareholders Agreement or your Regulations to that effect. The JV partner is not bound to buy your shares simply because you want to sell. And if the JV partner refuses to buy them, you are stuck with your shares. Our termination therefore means NOTHING!! Absent any proof of wrongdoing or breach by our JV partners in the contract formation or thereafter, we have absolutely no grounds to rescind or abrogate the contracts. Until you find someone to buy the shares, you simply remain the owner of them. Shares are chattels, and so it is like saying you dont want your car anymore. And so what? Sell them or trash them. If the company you invested in isnt doing what you agreed for it to do, and you can properly argue that the fundamentals of the company have changed, then you go to court for just and equitable winding up. Now, that is a whole different kettle of fish - or basket of Akonfem. Sadly, what has been put out there as a PRESIDENTIAL DIRECTIVE, issued on the all-powerful GREEN PAPER, is nothing more than a plea, prayer or plaint to our JV partners or any other person, to buy us out. And if they refuse to buy or we are unable to find a buyer...? NOTHING. At best, this letter creates more and more questions; and as is the case in this our Ghana in which we are inside of it, no answers shall be forthcoming. I note that the letter directs the SADA board to act in consultation with the AG. Huh, ex post facto? So what if the AG is of an opinion that is different from what the President has directed? As for me, I have faith in this AG, and I am fairly certain that she will tell her boss (quietly and in private) that unless there is some better reason or grounds or answer or further/better particulars coming, this purported termination is hot air, mere puff, with precious little or no legal import, value or moment - except of course PROPAGANDA value, which is something that is way beyond my pay-grade. I beg, pardon my typos... I am writing in 2014... ;) - Ace Kojo Ankomah
Posted on: Sun, 02 Feb 2014 13:31:12 +0000
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