REPORTS OF COMMITTEES
| Published date | 01 January 1962 |
| Date | 01 January 1962 |
| DOI | http://doi.org/10.1111/j.1468-2230.1962.tb00680.x |
REPORTS
OF
COMMITTEES
FINAL
REPORT
OF
TEE
COMMISSION
OF
INQUIRY
INTO
TEE
WOBKINQ
AND
ADMINISTRATION
OF
THE
PBEBENT
COMPANY
LAW
OF
GRANA’
Tma important volume contains more than its title promises.
A
survey of the present state and problems of company law in Ghana
is followed by two copiously annotated draft bills,
a
“
Companies
Code Bill” (which, with its annotations, covers more than five-
sixths
of
the book) and an “Incorporated Private Partnership
Bill.”
It
introduces itself as the work of
a
“commission
of
inquiry,”
but this is a
‘‘
one-man commission,” the one man being Professor
L.
C.
B. Gower who has presented us
with
a
contribution of out-
standing importance not only
to
the development
of
company law
but also
to
the drafting and interpretation
of
statutes
in
general.
In
his Introduction and in some of the detailed comments
to
the
clauses of the two Bills Professor Gower gives us some insight into
the legislative problems of
a
country which is
in
need
of
attracting
foreign capital investment and at the aame time of encouraging
African enterprise. Whilst these specifically Ghanaian issues explain
and justify many
of
Professor Gower’s detailed proposals, there
runs
through the whole work
a
most welcome tendency to advance
the cause of company law reform
in
general. One feels that not
infrequently the author is addressing
an
audience wider than the
Ghanaian legislature, and, by drefting
a
model code
for
Ghana,
is
ale0
trying
to
show other countries what-given great knowledge
and penetration and enormous induetry-can
be
done
in
this field.
One
is
sometimes reminded of
John
Loclre and his Constitution of
Carolina.
In
the present Note emphasis
will
be
placed
on
those
features of the work which are of importance to the law of the
United Kingdom.
The United Kingdom has never
known
a
codification of company
law. The greatest drawback of our company legislation has always
been that amending statutes were followed by consolidations, but
that these were in many areas
no
more than footnotes to the case
law. Very often the rules are
in
the law reports and the exceptions
in the Companies Ads-the rules
on
issuing
a
company’s shares at
a
discount and
on
the payments
of
dividends are obvious examples.
Professor Gower has drafted
a
company law codification and this
seems to the present reviewer to be one of the outstanding features
of
his work. Ghana cannot afford the expensive
luxury
of forcing
lawyers, accountants and business men to spend hours
in
the law
1
Accra
:
Government
Printing
Department (Publications Branch).
1961.
78
826
pp.
40s.
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