The evolution of corporate law in Ghana showcases a dynamic interplay between the tenets of majority rule and the safeguarding of minority shareholders’ rights. Historically anchored in the Foss v. Harbottle rule, Ghanaian corporate law has oscillated between reinforcing majority power and introducing protective mechanisms for minority shareholders. Gower’s insights reveal that the traditional majority rule, though predominant, is not unequivocal and has its limitations, particularly in instances where actions transcend a company’s powers or rights promised to individual members. Post 1960, Ghanaian jurisprudence further underscores this balancing act, as highlighted by several cases that either fortified or challenged the majority rule. The Companies Act, 2019 (Act 992) is emblematic of Ghana’s evolving stance on this matter. While it upholds the conventional majority rule, it simultaneously introduces progressive elements that dilute its absoluteness. This Act, through sections such as 218 and 220, equips minority shareholders with legal tools against potential transgressions by the majority. Such provisions act as robust deterrents against unfulfilled corporate promises, elevating the role of fairness and efficiency in corporate governance. Ultimately, Ghana’s corporate law trajectory, culminating in the promulgation of Act 992, encapsulates the challenges and strengths of balancing historical precedents with contemporary imperatives, underscoring the necessity of ensuring equity while facilitating corporate growth.
