MAHAMA AYARIGA VS. THE ATTORNEY-GENERAL , PARLIAMENT OF THE REPUBLIC OF GHANA, GHANA AMALGAMATED TRUST PLC. AND NATIONAL TRUST HOLDING COMPANY. (NTHC)

The plaintiff, a Ghanaian citizen and Member of Parliament for Bawku Central, invoked the Supreme Court’s original jurisdiction to challenge the constitutionality of the incorporation and financing of Ghana Amalgamated Trust Plc (GAT). The dispute arose from Government’s response to the Bank of Ghana’s 2017 recapitalisation directive, which increased the minimum paid-up capital for banks to GH₵400 million. Several indigenous banks were unable to meet the new threshold and sought Government support. In response, Government caused GAT to be incorporated under the Companies Act as a special purpose vehicle to raise funds from the capital market and invest in selected banks. The plaintiff contended that because Government was the ultimate beneficiary of GAT through shares held in trust by NTHC, GAT was a public corporation which, under articles 190 and 192 of the 1992 Constitution, could only be established by an Act of Parliament. He further argued that the GH₵800 million injected into GAT and the Put Call Option Agreement (PCOA) backed by a sovereign guarantee were loans or loan-related transactions requiring prior parliamentary authorisation and approval under article 181. The defendants maintained that GAT was validly incorporated as a public corporation set up as a commercial venture under article 295(1) and the Companies Act; that the GH₵800 million was equity subscription, not a loan; and that the PCOA was duly approved as an international business/economic transaction. Portion of judgment: paras. 2.2, 3.1–3.5, 4.0–4.3, 5.0–5.1.