The type of corporate lawyer Ghana needs
Until quite recently, I believed that I had a good understanding of what a corporate lawyer’s true mettle should be. I could not have been entirely wrong. After all, upon qualifying as a lawyer, I spent two years at a law firm peering into the world of corporate law practice in Ghana. In the ensuing five years, I joined the coterie of young lawyers who start up eponymous law firms and rack up a semblance of corporate law practice experience.
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With one of the fastest developing economies in Africa, Ghana is on the cusp of becoming a destination of choice for global business.
In this milieu, the demand for the services of corporate lawyers for local and cross-border transactions would be correlatively affected. For that matter, the Ghanaian corporate lawyer must be strategically positioned as a competent player on the global corporate law landscape.
To this end, legal education would need recalibration, practising corporate lawyers would need to garner world-class pedigree, the commercial courts must have specialist corporate law judges, the securities market must become truly exemplary and the governing corporate law regime must be modernised.
Business aspect of law
Products of Ghana’s legal educational system have held their own over the “syllables of recorded time” in the domestic and international arenas. This is an indubitable testament of the high standard of law teaching and practice in Ghana. Despite this general fact, the business aspects of law teaching have not been appropriately emphasised in the curriculum over the years.
The result has been the training of lawyers who are brilliant in more ways than one but many of whom lack a basic understanding of the impact on the companies they advise on the economic analysis of law, corporate finance, microeconomics, accounting principles and the like. To be sure, there are world-class corporate lawyers in Ghana but it bears saying that they are few and far between.
Company law, in particular, must be taught in a more thematic way. The apparently deep-seated culture of teaching the subject based on a section-by-section-of-the-Companies-Act-approach, accompanied by tonnes of references to mainly English case law, must be jettisoned. It would be more beneficial for it to be taught in terms of key concepts relating to the nature and purpose of business organisations, with a focus on the corporate form.
Accessing financing for the company, creditor protection, corporate governance, fundamental transactions, shareholder lawsuits, transactions in and public contests for control, securities trading, among other topics, must take centre-stage. The sections in the relevant statutes and, mainly, local case law could then serve as illustrative tools. Decisions of the Commercial Court and appeals arising therefrom must be highlighted to help develop local corporate law jurisprudence.
Given the nature of business studies and practice, distinguished personalities in the field of corporate law must be invited to class on a regular basis to address pertinent matters in the field. Notable and knowledgeable persons in corporate law, economics, finance and business must be appointed to substantive or guest lecturer status in law faculties and schools.
Corporate law is a specialised field which must not be put in the hands of lawyers whose brilliance lie in other areas to foist non-specialised pedagogy on corporate law students. World-class post-graduate legal education in corporate law must be instituted timeously in Ghana to cater for the needs of the whole spectrum of this specialised field.
In my Boards of Directors and Corporate Governance class at the Harvard Business School, the case method approach is employed. This class comprised law students (JDs and LLMs) and business school students (MBAs). Students read the cases before each class and contribute solutions in an interactive fashion using the boardroom approach.
The interaction between the law students and the business students prepares the next set of business leaders who, after learning the courses that matter, get a real feel of each other’s world in preparation for the challenges of the actual business arena. A peerless business school icon and a corporate lawyer par excellence teach the course. It is a model we could adopt with modifications, if need be.
Modern business
In the modern theatre of business, a corporate lawyer is expected to be globally competitive. Her role on the board of directors of a company has extended beyond serving as a company secretary who takes minutes at meetings, recites legal provisions and explains the fine points of the law. In these times, her finesse is not judged merely on her ability to follow laid-down procedures for registering business entities, filling out and filing forms, meeting statutorily prescribed deadlines and checklisting the mechanical steps to be undertaken in business deals.
Today’s corporate lawyer must possess skills in financial statement analysis, have an appreciation of corporate finance, have grounding in analytical methods and be instrumental in the design and execution of corporate governance principles. She must have an understanding of and continually advise on the impact of business decisions on all stakeholders in the company.
She must appreciate that the corporate firm thrives best in a well-functioning securities market and have a masterly grasp over what a company must do after an initial public offering (IPO). Her education and practice must give her a firm appreciation of the fact that her role in an IPO is merely an entrée into the real pith of her craft.
Should she become a judge in the commercial courts and the courts above it, she would have acquired the vintage, through education and practice, to look at matters with proper business lenses. Just as the Delaware Courts have carved a niche for themselves in corporate America, the collection of such specialised skills on the benches of the Commercial Court would boost the confidence of local and foreign business persons in those courts.
Should she become a business regulator, she would be properly poised to assess the conduct and performance of companies with a clear understanding of the manner in which the wheels of commerce are designed to run. In her role in a law firm, as in-house counsel, adviser to government, trainer, drafter of laws and teacher, she would have the skill set for top drawer delivery.
Ghana must take these necessary steps to develop local corporate law and governance expertise. It is a fundamental to honing the home-grown world-class knowledge that we need to enable us to constantly review and update our corporate law landscape and culture.
If we fail to rise up to the occasion, our economy would not benefit from the huge potential boost that a vibrant corporate law regime would offer to its indigenous talent. In the end, we may keep going in search of the ghost of Professor Gower to draft the basic framework of our corporate law with tenets we may still be chasing after many decades of its passage into law.
The writer is a Master of Laws (LL.M.) Candidate in the Corporate Law & Governance Concentration at Harvard Law School.
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