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07.11.2005 Crime & Punishment

RE: Oduro-Ofori vrs. Guinness

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I am compelled to write this rejoinder to a news item I have just heard on JOY FM and indeed other networks to the effect that my client's application has been quashed or dismissed by the High Court. The news item further stated that further to the dismissal of the application for injunction, Guinness is proceeding to announce a new date for the next AGM.The impression that news item gives is that my client had no case and was therefore thrown out of court by the Honourable Judge.

Am I disappointed at the warped news? NO!

Did I expect it? YES!

Am I surprised? NO, NO , NO!!!

What I would rather expect is that a very reputable station like JOY FM would check its facts and not mislead the long-suffering shareholders of Guinness on what transpired in the Fast Track High Court this morning.

If my client's application was dismissed, how come costs of 5 million cedis were awarded against Guinness? Why didn't the news item carry that fact also?

What happened is that, Guinness, being fully aware that it was in breach of the Code provisions on granting 21- days notice to shareholders for AGMs very wisely decided to avoid being hit by the Court's fiat and unilaterally put in adverts in Daily Graphic from yesterday November 3, 2005 and today's edition too. The notice was to the effect that the AGM has been postponed 'due to a legal claim of a technical nature'. Why would a reputatble company such as Guiness decide to postpone an important meeting such as an AGM? What all this long-winding statement means is that a shareholder has been brave enough to question why a multinational would give less than 11 days notice to its shareholders in respect of a critical AGM, like this one, especially when it is the first one to be held after the so-called merger with Ghana Breweries Limited. We therefore argued in court this morning that the notice was more or less an admission of the breach and the Court should hold as such. The learned Judge was however of the view, and rightly so, that so long as the company had itself realised that something was wrong and has elected suo moto to correct the fault, there was no need for the injunction especially when it had advertised a postponement of the meeting as we had prayed. It therefore held that the application had thereby become unnecessary. Instructively, it mulcted Guinness with 5 million cedis costs.

We are therefore surprised that anyone would seek to broadcast that the application has been dismissed and therefore the company would proceed with its AGM at a later date to give the impression that the Pliantiff was rather found not to have a case.The fact is that Guiness was in serious breach. The Company itself realised that and decided that the best thing in the circumstances was to act first before the Court did!!!

Corporate governance is absolutely critical to the attainment of the President's golden age of business. There are major issues that would be dealt with by the court in this matter which would be of fundamental importance to Ghana corporate law going forward. The firm and the client do not have the money or the resources to match Guinness. But the Law would be upheld in that Court. Ultimately, Ghana's law on the issue would prevail.

As journalists, it is important not to be amanuensis! All sides of the story ought ought to be checked before it is put in the public domain. The court is available. We are also available : 0244-293270 to answer any questions on the subject so that the facts and openly the facts, not warped news would be given to the nation and indeed the world on this matter.

Lets all abide the Court which is competent to handle this matter. Ultimately, everything would out!

You can fool some people sometimes, but you cant fool all the people all the time!!!

God save Ghana!


Counsel for John Oduro-Ofori

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