Social Entrepreneur Issa Ouedraogo drags Seth Asante, Ace-Ankomah to disciplinary committee of GLC over unethical behavior

Mr. Issa Ouedraogo, the founder of B-BOVID, has taken legal action by lodging a complaint with the Disciplinary Committee of the General Legal Council against Seth Kwasi Asante and BELA.

He accuses them of engaging in actions amounting to conflict of interest and unethical behavior, urging thorough investigation and corrective measures.

In a formal petition submitted on Monday, February 26, 2024, Mr. Ouedraogo implored the Disciplinary Committee to scrutinize the conduct of Seth Kwasi Asante and BELA. The complaint revolves around alleged malpractice in dealings concerning B-BOVID, particularly regarding the entry of Moringa as equity investors, leading to the dilution of Mr. Ouedraogo's shares and a consequential alteration in the share structure, rendering him a minority shareholder.

Mr. Ouedraogo highlighted concerns over the terms of the Investment Agreement, which he perceives as unfairly favoring Moringa, and questioned the involvement of Seth Kwasi Asante, who purportedly collaborated with Moringa to alter the company's constitution clandestinely.

Expressing dismay at Asante's dual roles as a law lecturer, senior lawyer, and managing partner at BELA, Mr. Ouedraogo stressed the apparent conflict of interest and breach of corporate governance norms. He accused Asante and BELA of complicity in orchestrating changes to the company's board and shareholding structure without his consent, including the removal of his presence from official documents.

Mr. Ouedraogo asserted that such actions not only betray ethical standards but may also verge on criminality. He appealed to the Disciplinary Committee to investigate thoroughly and take decisive action to restore justice and uphold corporate integrity.

The complaint filed by Mr. Issa Ouedraogo against Seth Kwasi Asante and BELA underscores the complexities and potential pitfalls in corporate governance and legal representation. The Disciplinary Committee's response and subsequent actions will be closely monitored as stakeholders await resolution and accountability in this contentious matter.

Read full statement below:
THE CHAIRPERSON,
THE DISCIPLINARY COMMITTEE
GENERAL LEGAL COUNCIL
ACCRA
25^th February,2024
Subject: Petition to Disciplinary Committee Regarding Conflict of Interest and Unethical behavior of Seth Kwasi Asante, Ace Anan Ankomah, and BELA.

Dear Chair of the Disciplinary Committee,
I am writing to bring to your attention a series of concerning incidents involving Seth Kwasi Asante, Ace Anan, and BELA, which I believe demonstrate a conflict of interest and unethical behavior. I kindly request that the Disciplinary Committee thoroughly investigate these matters and take appropriate action to rectify the situation and ensure that justice is served.

I am the Founder and former 100% shareholder (holding 45,000 ordinary shares since 2004) of the business entity known as B-BOVID LIMITED until September 17, 2018. In an effort to promote B-BOVID's vision as a Social Impact Investor, an organization called Moringa became equity investors. Unfortunately, they proved to be unsuitable investors, leading to the dilution of my shares and a change in the share structure, effectively making me a minority shareholder. Prior to partnering with Moringa, I had significant capital and goodwill resources that were disregarded.

Due to numerous instances of unfair and oppressive treatment, the situation became unbearable, and we entered into arbitration to address the various issues. One of the key concerns is the presence of harsh, onerous, and one-sided terms in the Investment Agreement, which solely favored Moringa, the so-called Social Impact Investors. I believe these terms to be unenforceable due to their unconscionability.

Of particular concern is the involvement of Seth Kwasi Asante, who presented himself as B-BOVID's secretary. He accompanied Herve Bourguignon, a Senior Advisor at Moringa and a partner at CIA Benjamin ROTHSCHILD SA, a Swiss Private Bank, to the Registrar General's Department in a covert attempt to alter the company's constitution and remove me—a dedicated and visionary indigenous shareholder. I, as the founder and shareholder, have devoted my heart, soul, and life savings to promote sustainable agriculture (climate smart agriculture) and food security, building the company from the ground up in Ghana.

What is perplexing and unbelievable is that Seth Kwasi Asante, a law lecturer and senior lawyer, is also the managing partner of BENTSI-ENCHILL, LETSA & ANKOMAH (BELA), a prominent law firm. As lawyers for Moringa from the beginning should know better. Both BELA and Seth Kwasi Asante possess intimate knowledge of the necessity to obtain my consent before making any changes to the company's constitution, shareholding structure, or removing me from the business. It is astonishing that both BELA and Moringa were aware of our ongoing arbitration to determine the true ownership of B-BOVID. Furthermore, BELA has been involved since the contract formulation and is fully aware of the absolute truth about our situation.

Prior to these events, both Ace Anan Ankomah and Seth Asante, knowing full well that I am the founder and a shareholder of the company, wrote misleading letters containing falsehoods to the Inspector General of Police (IGP) and other officials about me. In his letter addressed to the IGP, Ace Anan Ankomah made several misleading statements, including a false claim that his client holds the exclusive ownership of B-BOVID. This claim is in direct contradiction to the established facts, as I am the founder and shareholder of the company. Moreover, there is an ongoing dispute regarding the ownership and shareholding structure of B-BOVID. By intentionally misrepresenting the facts, these statements undermine the integrity of the situation and raise serious concerns about the ethical conduct of Ace-Ankomah. It is imperative to address these misrepresentations and ensure that all relevant communications accurately reflect the true ownership and shareholding structure of B-BOVID.

In addition to the aforementioned actions, Moringa made unilateral and unauthorized alterations to the company's Board of Directors by adding Antoine Turpin and Kofi Ansah, a director at Abosso Goldfields LTD, using BELA's trustee services, which are owned by both Ace-Ankomah and Seth Asante. This was done without my knowledge or consent as a shareholder, despite my official roles as the company's secretary and board chairman.

To exacerbate the situation, Seth Asante deceitfully presented himself as the secretary of B-BOVID and accompanied Herve Bourguignon from Moringa to the Registrar General's Department to remove me from the company's constitution, effectively erasing my presence from the business that I have tirelessly worked to establish in my own country.

These actions not only constitute a conflict of interest, unethical behavior, and potential illegality, but they also potentially amount to criminal acts. They disregard principles of corporate good governance, undermine the integrity of the company, and tarnish the reputation of our country.

Once again, I kindly request that the Disciplinary Committee thoroughly investigates these matters and takes appropriate action to rectify the situation and ensure that justice is served.

Yours sincerely,
Issa Ouedraogo
Attached documents:
Constitutional change document
Change of Particulars
Response by the Registrar General Company profile

A letter of unauthorized changes to B-BOVID (Delivered at Sekondi & In Accra)

A commendation to letter Registrar General (Delivered at Sekondi & in Accra)

Copies of letters to IGP from Seth Asante & Ace Anan Ankomah