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P.S. INVESTMENT LIMITED v. CENTRAL REGIONAL DEVELOPMENT CORPORATION & OTHERS

2012

SUPREME COURT

GHANA

CORAM

  • ADINYIRA, (MRS) JSC (PRESIDING)
  • OWUSU, (MS) JSC
  • DOTSE, JSC
  • YEBOAH, JSC
  • BONNIE, JSC

Areas of Law

  • Corporate Law
  • Civil Procedure
  • Contract Law
  • Administrative Law

AI Generated Summary

The Supreme Court of Ghana, per Dotse JSC (with Adinyira JSC, Owusu JSC, Yeboah JSC, and Baffoe‑Bonnie JSC concurring), allowed PS Investments Limited’s appeal in its shareholder dispute with Twifo Oil Palm Plantations Limited (TOPP), Central Regional Development Corporation (CEREDEC), Unilever Ghana Limited, the Divestiture Implementation Committee (DIC), and others. The Court held that TOPP’s Regulation 32(a) established enforceable pre‑emptive rights; Exhibit 7 was merely an invitation to treat, so no valid offer of shares was made to existing shareholders, and Unilever’s acquisition violated the regulation. Act 179 empowers members to enforce regulatory and fiduciary breaches, significantly limiting the Foss v Harbottle rule; PS Investments had capacity. The Court rejected the claimed waiver via Exhibit 5, found directors acted in bad faith and breached duties, declared the sale and share certificate void, enjoined Unilever from holding itself out as a shareholder, affirmed DIC’s capacity as agent, and directed that shares be first offered to existing shareholders under Regulation 32(a).