Public M&A—Ghana—Q&A guide

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Public M&A—Ghana—Q&A guide
  • 1. How may publicly listed businesses combine?
  • 2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?
  • 3. How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?
  • 4. Are companies in specific industries subject to additional regulations and statutes?
  • 5. Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?
  • 6. Which government or stock exchange filings are necessary in connection with a business combination or acquisition of a public company? Are there stamp taxes or other government fees in connection with completing these transactions?
  • 7. What information needs to be made public in a business combination or an acquisition of a public company? Does this depend on what type of structure is used?
  • 8. What are the disclosure requirements for owners of large shareholdings in a public company? Are the requirements affected if the company is a party to a business combination?
  • 9. What duties do the directors or managers of a publicly traded company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination or sale? Do controlling shareholders have similar duties?
  • More...

Public M&A—Ghana—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to public M&A in Ghana published as part of the Lexology Getting the Deal Through series by Law Business Research (published: June 2021).

Authors: Kimathi & Partners Corporate Attorneys—Kimathi Kuenyehia, Sr; Sefakor Kuenyehia; Valery Atuwo; Akua Serwaa Asomani-Adem; Kojo Amoako; Kafui Quashigah

1. How may publicly listed businesses combine?

In Ghana, publicly listed companies undertake business combination through:

  1. acquisition of shares;

  2. creation of joint ventures;

  3. acquisition of business assets;

  4. merger of two or more companies into one of the existing companies;

  5. merger of two or more companies into a new entity set up for that purpose;

  6. amalgamation or arrangement with court approval;

  7. creation of new holding companies for existing entities; and

  8. acquisition of state-owned business entities or assets from the Ghana government under its divestiture programme in accordance with the Divestiture of State Interests (Implementation Act) 1993 (PNDC Law 326).

2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?

The main laws and regulations governing business combinations and acquisitions of publicly listed companies are as follows.

  1. The Companies Act 2019 (Act 992) (the Companies Act) is the primary legislation governing business combinations and acquisitions in Ghana. The Companies Act provides for the manner in which business combinations and acquisitions should be effected. It provides for the combination of businesses by the sale

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