Izuchukwu Okosi
Prime Business Africa 72 hours ago brought you the report of the moves made by Access Bank Plc to acquire First Guarantee Pensions Limited (FGPL) which was vehemently resisted by shareholders who believe that the process contravenes the law as regards the Company and Allied Matters Act (CAMA) 2020.
Recall that an Extraordinary General Meeting (EGM) was fixed for Tuesday April 5 in an apparent move to suspend the Preemptive Rights of shareholders and enable Access Bank buy out the shares of FGPL shareholders.
A cross section of the stakeholders however opposed the move as the statutory 28 days notice is required for an EGM.
Join our WhatsApp ChannelToday we sought the opinion of lawyers to help us dissect the impact of such surreptitious move.
Olusegun Ehuwa, a Lagos-based lawyer spoke with Prime Business Africa on the subject.
“The thing is, the framework that governs this issues is the Companies and Allied Matters Act (CAMA) which is in itself a creation or an act of the National Assembly.
“Furthermore, CAMA itself provides that a special resolution can be passed to waive the statutory 28 days notice,” Ehuwa explains.
“This means the CAMA is the act of National Assembly and if CAMA gives statutory provisions and also gives directive on what could be done in the stead of the already stated provisions, any act contrary to the initial provision is ultra vires, null & void except as permitted by the same act.”
The lawyer however clarifies that there could be a clause in the notification process.
“As is this case, the same act that requires 28 days notice also states that the 28 days notice can be abridged if a special resolution is passed.
“So until Access Bank in conjunction with the shareholders pass that special resolution allowing them to abridge the 28 days notice, whatever they do will be null & void,” Ehuwa added.
One of the proposed special resolutions to be adopted at the EGM was the suspension of the provisions of Articles 17 to 25 of FGPL’s Memorandum and Articles of of Association.
