THE REPUBLIC vs. HIGH COURT, ACCRA (COMMERCIAL DIVISION) ; EX-PARTE: ENVIRON SOLUTIONS AND 3 OTHERS

The applicants, who were shareholders of the 3rd interested party, challenged an order of the High Court, Commercial Division, Accra dated 25 November 2019 confirming the merger of the 1st, 2nd and 3rd interested parties, all pharmaceutical manufacturing companies in Ghana. Their complaint arose against the background of an ongoing dispute over changes in the share structure of the 3rd interested party, which had reduced them to minority shareholders. They contended that the merger confirmation proceedings were incompetent because the motion invoked section 231(4) of the repealed Companies Act, 1963 (Act 179), that they were denied a hearing because they were not served with the motion for confirmation, that the trial judge was actually biased, and that they were denied a fair hearing when the judge allegedly failed to rule on an oral application to cross-examine a deponent. Portion of judgment: “The applicants are shareholders of the 3rd interested party who for sometime now have been battling changes in the share structure of 3rd defendant in the courts… On this occasion, their application for certiorari has been brought on four grounds…”; Dotse JSC’s “BRIEF FACTS” section further narrates the merger process and prior litigation.

PWAMANG, JSC:- My Lords, this is an application invoking our supervisory jurisdiction to quash by certiorari the order of the High Court, Commercial Division, Accra dated 25th November, 2019. By the impugned order, the High Court, confirmed the merger of the 1st, 2nd and 3rd Interested Parties (hereafter referred to as the “interested parties”) which are all companies engaged in pharmaceutical manufacturing in Ghana. The applicants are shareholders of the 3rd interested party who for sometime now have been battling changes in the share structure of 3rd defendant in the courts. Those changes resulted in the applicants becoming minority shareholders. On this occasion, their application for certiorari has been brought on four grounds. 1. Lack of jurisdiction of the High Court to hear the motion for confirmation of the merger, 2. Lack of jurisdiction of the High Court by reason of failure to observe the applicants’ right to a hearing, 3. Actual Bias, and 4. Lack of fair hearing. T...