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Articles 31 - 60 of 103
Full-Text Articles in Law
Recalibrating A Doctor’S Duty To Advise, Kee Yang Low
Recalibrating A Doctor’S Duty To Advise, Kee Yang Low
Research Collection Yong Pung How School Of Law
Section 37 of the Civil Law ActThe past two decades have witnessed significant developments in the area of a doctor’s duty to advise his patient. Whilst observers are still digesting the full implications of the Hii Chii Kok modifications to the Montgomery test, the legal position has been altered yet again, this time by the statutory addition of s 37 of the Civil Law Act. This article examines the changes and their implications.
International Standards: Catalyst Or Barrier For Innovative Entrepreneurship In Singapore?, Tan K. B. Eugene
International Standards: Catalyst Or Barrier For Innovative Entrepreneurship In Singapore?, Tan K. B. Eugene
Research Collection Yong Pung How School Of Law
This research, under the Competition and Consumer Commission of Singapore inaugural Research Grant 2018, considers whether and how international standards, specifically those of the International Organization for Standardization (ISO), can function as a catalyst or barrier to innovative entrepreneurship in Singapore. It also interrogates how private (and quasi-public regulation) affect competition and whether such barriers are anti-competitive. In essence, while innovation and entrepreneurship are necessary, they may not be sufficient in ensuring that a product or service is competitive and able to access export markets. The growing movement towards and the expectation of businesses engaging in responsible behaviour has led …
The Effect Of Green Announcements On Stock Returns Of New Zealand Listed Companies, David K. Ding
The Effect Of Green Announcements On Stock Returns Of New Zealand Listed Companies, David K. Ding
Research Collection Lee Kong Chian School Of Business
The purpose of this paper is to investigate the effect of corporate green announcements on the stock performance of listed companies in New Zealand. We find that the market has a positive, though not significant, reaction to the announcements. New Zealand companies are largely viewed to be already quite green at the onset and the market is not very much surprised by such announcements but expect them to continue being green. Our results are consistent with the view that to be green is costly, especially so in a developed economy where the cost of doing business is high. Our findings …
Shareholders’ Rights And Corporate Meetings Post Covid‐19, Christopher Chao-Hung Chen
Shareholders’ Rights And Corporate Meetings Post Covid‐19, Christopher Chao-Hung Chen
Research Collection Yong Pung How School Of Law
This short paper reflects on corporate governance and shareholders’ rights during and following the COVID-19 pandemic. The lockdown has affected the way companies’ organs operate. It is unfortunate that the pandemic took place around the critical time of year when most companies hold annual shareholders’ meetings (or general meetings). How, then, can shareholders exercise their rights? How can the board of directors and senior management function during the lockdown period? Technology naturally provides a solution, similar to online teaching and working from home. However, do virtual and remote meetings serve the purpose of having those meetings? Even when we get …
Stock Buybacks: Some Old Norm Should Remain New, Wei Zhang
Stock Buybacks: Some Old Norm Should Remain New, Wei Zhang
Research Collection Yong Pung How School Of Law
Corporate payouts, especially through stock buybacks, are never short of critics. COVID-19 has simply energized them further. From the energy industry to airlines and banks, US public companies are blamed for ensnaring themselves into the abysmal crisis in the midst of COVID-19 by handing out cashes extravagantly to buy back stocks years before. However, as astutely pointed out by Professors Jesse Fried and Charles Wang, the critics did not get the facts right even before COVID-19. After taking into consideration the amount of newly raised capital through equity or debt issuances, the cumulative net payouts by US public companies between …
Insolvency Law In Emerging Markets, Aurelio Gurrea-Martinez
Insolvency Law In Emerging Markets, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Corporate insolvency law can serve as a powerful mechanism to promote economic growth. Ex ante, a well-functioning insolvency framework can facilitate entrepreneurship, innovation and access to finance. Ex post, corporate insolvency law can perform several functions, including the reorganization of viable companies in financial distress, the liquidation of non-viable businesses in a fair and efficient manner, and the maximization of the returns to creditors. Therefore, if having an efficient corporate insolvency framework is essential for any country, it becomes even more important for emerging economies due to their potential for growth and their greater financial needs.
The Value Of Insolvency Law In The Covid‐19 Crisis, Aurelio Gurrea-Martinez
The Value Of Insolvency Law In The Covid‐19 Crisis, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
The COVID-19 pandemic not only has generated a social, humanitarian and public health crisis but it has also led to the worst recession the world’s economy has experienced since the Great Depression.283 As a response to the economic challenges generated by the COVID-19 crisis, many countries are responding with a variety of legal and economic measures that seek to support businesses, employees, and households
Covid‐19 And The Spotlight On Stakeholderism, Pearlie Koh
Covid‐19 And The Spotlight On Stakeholderism, Pearlie Koh
Research Collection Yong Pung How School Of Law
The global disrupter that is COVID-19 has profoundly impacted human life on earth. Lives and livelihoods have been lost. But even for those amongst us fortunate enough to escape such calamity, significant adjustments have had to be made to the ways in which we live, play and work. As the United Nations noted, “[t]his is much more than a health crisis. It is a human, economic and social crisis. The coronavirus disease … is attacking societies at their core”.
Singapore Property Tax Law As It Stands: The Rebus Sic Stantibus Principle And The Statutory Formula, Vincent Ooi
Singapore Property Tax Law As It Stands: The Rebus Sic Stantibus Principle And The Statutory Formula, Vincent Ooi
Research Collection Yong Pung How School Of Law
The Singapore jurisprudence appears to have adopted the proposition that the rebus sic stantibus principle is to be disapplied where section 2(3) of the Singapore Property Tax Act (“PTA”) (the “Statutory Formula”) is applied. This article argues that this proposition perhaps ought to be stated more precisely. The principle is only disapplied where section 2(3)(b) is applied because it would run contrary to the statutory fiction imposed by section 2(3)(b) that the land is to be valued as if it were vacant land. There should be no disapplication of the principle where section 2(3)(a) is applied due to the absence …
A Pause In The Expansion Of Vicarious Liability, Kee Yang Low, Siang Ping Lai
A Pause In The Expansion Of Vicarious Liability, Kee Yang Low, Siang Ping Lai
Research Collection Yong Pung How School Of Law
The doctrine of vicarious liability has undergone dramatic development in recent times and has been extended to scenarios quite different from that of employer-employee. The question is: will vicarious liability be applied to a situation where the tortfeasor is an independent contractor? The UKSC supplied the answer in Barclays Bank v Various Claimants. This article considers the implications of this landmark decision.
Singapore's Legal And Economic Response To The Covid-19 Crisis: The Role Of Insolvency Law And Corporate Workouts, Aurelio Gurrea-Martinez, Samuel Loh
Singapore's Legal And Economic Response To The Covid-19 Crisis: The Role Of Insolvency Law And Corporate Workouts, Aurelio Gurrea-Martinez, Samuel Loh
Research Collection Yong Pung How School Of Law
The international spread of the coronavirus has forced many countries to put their economies into ‘hibernation’, leading to one of the worst recessions observed in modern times. Since Singapore is not isolated from this crisis, the Government had to intervene by adopting a very ambitious package of legal and financial measures to support businesses, households and employees. Among these measures, the Government has implemented various temporary changes to the insolvency legislation, and the use of out-of-court agreements has been encouraged for debtors facing financial trouble. This article argues that, while insolvency law can play an important role in the current …
State-Owned Enterprises And Threats To National Security Under Investment Treaties, Mark Mclaughlin
State-Owned Enterprises And Threats To National Security Under Investment Treaties, Mark Mclaughlin
Research Collection Yong Pung How School Of Law
The internationalization of investment by State-owned enterprises is driving the evolution of foreign investment regulation throughout the Western world. National security lies at the heart of host State concerns, yet the contours of the concept remain indistinct. Consequently, State-owned enterprises are subject to differential legal standards that can be vague and ambiguous. This article considers whether, and under what circumstances, host State security measures targeting State-owned enterprises comply with obligations under investment treaties. Provision for pre-establishment national treatment and security exceptions will be crucial in balancing the autonomy afforded to host States to protect their national security, and guarding State-owned …
The Global Sustainability Footprint Of Sovereign Wealth Funds, Hao Liang, Luc Renneboog
The Global Sustainability Footprint Of Sovereign Wealth Funds, Hao Liang, Luc Renneboog
Research Collection Lee Kong Chian School Of Business
With the emergence of sovereign wealth funds (SWFs) around the world managing equity of over $8 trillion, their impact on the corporate landscape and social welfare is being scrutinized. This study investigates whether and how SWFs incorporate environmental, social, and governance (ESG) considerations in their investment decisions in publicly listed corporations, as well as the subsequent evolution of target firms' ESG performance. We find that SWF funds do consider the level of past ESG performance as well as recent ESG score improvement when taking ownership stakes in listed companies. These results are driven by the SWF funds that do have …
Genuine Incorporation Or Tax Avoidance?, Liu Hern Kuan, Vincent Ooi
Genuine Incorporation Or Tax Avoidance?, Liu Hern Kuan, Vincent Ooi
Research Collection Yong Pung How School Of Law
In 2018, two articles in The Straits Times described how some professionals were incorporating one or more companies in an attempt to gain tax advantages. The issue was the difference between the highest personal income tax rate of 22 per cent and the corporate tax rate of 17 per cent, which provided an opportunity for tax arbitrage. The Start-Up Tax Exemption Scheme and Partial Tax Exemption and the availability of corporate tax rebates (typically announced during the Budget) also contributed to making incorporating one or more companies more attractive. Since the articles were published, many professionals have attempted to justify …
Insolvency Law In Times Of Covid-19, Aurelio Gurrea-Martinez
Insolvency Law In Times Of Covid-19, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
The international spread of the coronavirus is not only generating dramatic consequences from a social perspective but it is also heavily affecting the global economy. For this reason, governments, financial regulators and international organizations are responding to this pandemic with a package of legal, economic and financial reforms. Among the legal measures included in these packages of reforms, many countries, including Australia, Germany, Spain, India, Singapore, the United Kingdom and the United States, have proposed or implemented several changes to their insolvency frameworks.
Directors’ Duties Of Financially Distressed Companies In The Time Of Covid-19, Aurelio Gurrea-Martinez
Directors’ Duties Of Financially Distressed Companies In The Time Of Covid-19, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Unlike other jurisdictions around the world, several European countries require corporate directors to file for bankruptcy once a company becomes insolvent. For instance, under German law, corporate directors are required to file for bankruptcy within three weeks since they know, or ought to have known, that the company became insolvent on a balance-sheet or a cash-flow basis. Failure to comply with this duty may expose the directors to both civil and criminal liability. In Spain, a similar duty is imposed. However, instead of exposing directors to criminal liability, they can be subject to other sanctions (including disqualification and liability for …
Related Party Transactions In Commonwealth Asia: Complicating The Comparative Paradigm, Dan W. Puchniak, Umakanth Varottil
Related Party Transactions In Commonwealth Asia: Complicating The Comparative Paradigm, Dan W. Puchniak, Umakanth Varottil
Research Collection Yong Pung How School Of Law
The World Bank’s influential Doing Business Report (DBR) has been a key platform for the American-driven dissemination of global norms of good corporate governance. A prominent part of the DBR is the related party transactions (RPT) index, which ranks 190 jurisdictions from around the world on the quality of their laws regulating RPTs. According to the RPT Index, the regulation of RPTs in Commonwealth Asia’s most important economies is stellar. In the 2018 RPT Index, Singapore ranked 1st, Hong Kong and Malaysia tied for 3rd, and India came in at 20th. However, despite the uniformly high RPT Index scores in …
Land Of The Falling "Poison Pill" Understanding Defensive Measures In Japan On Their Own Terms, Alan K. Koh, Masafumi Nakahigashi, Dan W. Puchniak
Land Of The Falling "Poison Pill" Understanding Defensive Measures In Japan On Their Own Terms, Alan K. Koh, Masafumi Nakahigashi, Dan W. Puchniak
Research Collection Yong Pung How School Of Law
Embraced by United States ("U.S.") managers in the 1980s as a lifeline in a sea of hostile takeovers, the poison pill fundamentally altered the trajectory of American corporate governance. When a hostile takeover wave seemed imminent in Japan in the mid-2000s, Japanese boards appeared to embrace this American invention with equal enthusiasm. Japan's experience should have been a ringing endorsement for the utility of American corporate governance solutions in foreign jurisdictions -but it was not to be. Japan's unique interpretation of the "poison pill" that was so eagerly adopted by Japanese companies in the mid-to-late 2000s has turned out to …
Corporate Governance And Institutional Investors: Proxy Voting Behavior After The Stewardship Code (コーポレートガバナンスと機関投資家―スチュワードシップコード改訂後の議決権行使の状況について), Mari Yamauchi, Toru Yoshikawa
Corporate Governance And Institutional Investors: Proxy Voting Behavior After The Stewardship Code (コーポレートガバナンスと機関投資家―スチュワードシップコード改訂後の議決権行使の状況について), Mari Yamauchi, Toru Yoshikawa
Research Collection Lee Kong Chian School Of Business
本稿では，日本版スチュワードシップコードの改訂により始まった機関投資家 による議決権行使の結果について，投資家のタイプごとに分析し，どのような投 資家がどのような会社提案議案についてより多くの反対票を投じているかについ て検討した。先行研究に従えば，資産運用会社のように投資先企業とアームズレ ングスの関係を持つ投資家は，保険会社のように投資先企業とビジネス上の関係 を持つ投資家と比較すると，会社側提案に対して異議を唱える可能性が高いとさ れる。また，株式持ち合いなど日本的背景を考慮すると，日本においては，外資 系投資家の方が国内の投資家に比べて，会社提案に対して反対票を投じる可能性 が高いことも予想される。2018年度の議決権行使の結果を分析したところ，ほぼ 先行研究と同じ結果が得られ，業種で分類した場合，資産運用会社の方が生損保 のような保険会社より反対票の比率が高いこと，資本国籍で分類すると，外資投 資家の方が買収防衛策の導入や退任役員への退職慰労金の支給など特定の項目に ついて，日系の投資家に比べて反対率が高いことが確認された。
Addressing The Auditor Independence Puzzle: Regulatory Models And Proposal For Reform, Aurelio Gurrea-Martinez, Martin Gelter
Addressing The Auditor Independence Puzzle: Regulatory Models And Proposal For Reform, Aurelio Gurrea-Martinez, Martin Gelter
Research Collection Yong Pung How School Of Law
Auditors play a major role in corporate governance and capital markets. They facilitate firms’ access to financing by creating trust among public investors with efforts to prevent misbehavior and financial fraud by corporate insiders. In order to fulfill these goals, however, in addition to having the adequate knowledge and expertise, auditors should perform their functions in an independent manner. Unfortunately, auditors are subject to conflicts of interest by, for example, providing non-audit services or the mere fact of being hired and paid by the audited company. Therefore, even if auditors act independently, investors have reason to think otherwise. This lack …
Defining A State-Owned Enterprise In International Investment Agreements, Mark Mclaughlin
Defining A State-Owned Enterprise In International Investment Agreements, Mark Mclaughlin
Research Collection Yong Pung How School Of Law
The objective of this article is to establish a unified conceptual framework for State-owned enterprises in international investment law. I hope to furnish drafters and negotiators with the tools to define such enterprises in accordance with their policy concerns. The central thesis is that five definitional criteria must be considered: (i) separate legal personality; (ii) extent and form of control; (iii) eligible governmental units; (iv) nature of activity; and (v) purpose of activity. While variations within each criterion can reflect the policy choices of contracting parties, failure to adequately delimit the boundaries of all five will confer discretion on arbitrators …
International Recognition Of Singapore´S New Restructuring Framework, Aurelio Gurrea-Martinez
International Recognition Of Singapore´S New Restructuring Framework, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
In the past years, Singapore has modernized its insolvency framework with the purpose of becoming an international hub for debt restructuring. One of the most significant reforms has affected the Singapore Scheme of Arrangement (SSoA). Under the new SSoA, debtors are allowed to remain in possession leading the restructuring process while enjoying the protection of an automatic moratorium with worldwide effects as well as a variety of tools imported from the US Chapter 11, including the availability of DIP financing, the restriction of ipso facto clauses, and a cross-class cramdown. Therefore, the new SSoA differs significantly from the typical scheme …
Theory, Evidence And Policy On Dual-Class Shares: A Country-Specific Response To A Global Debate, Aurelio Gurrea-Martinez
Theory, Evidence And Policy On Dual-Class Shares: A Country-Specific Response To A Global Debate, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Dual-class shares have become one of the most controversial issues in today´s capital markets and corporate governance debates around the world. Namely, it is not clear whether companies should be allowed to go public with dual-class shares and, if so, which restrictions (if any) should be imposed. Three primary regulatory models have been adopted to deal with dual-class shares: (i) prohibitions, existing in countries like the United Kingdom, Germany, Spain, Colombia, or Argentina; (ii) the permissive model adopted in several jurisdictions, including Canada, Sweden, the Netherlands, and particularly the United States; and (iii) the restrictive approach recently implemented in Hong …
The Case Against The Implementation Of Loyalty Shares In Spain, Aurelio Gurrea-Martinez
The Case Against The Implementation Of Loyalty Shares In Spain, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
The Spanish Ministry of Economy has recently released a new bill that, among other aspects, proposes an amendment of the Spanish Companies Act to allow listed companies to adopt loyalty shares. These shares will confer additional voting rights to those shareholders staying in the corporation for at least two years. For that purpose, the company only needs to approve the adoption of loyalty shares by a qualified majority. Therefore, following the Italian (rather than the French) model of loyalty shares, the adoption of loyalty shares in Spain will be done as an opt-in rule.
Propuesta Para La Mejora Y Modernización De La Legislación Societaria En Ecuador [Proposal For The Improvement And Modernization Of Corporate Law In Ecuador] In Spanish, Aurelio Gurrea-Martinez, Cesar Coronel Jones
Propuesta Para La Mejora Y Modernización De La Legislación Societaria En Ecuador [Proposal For The Improvement And Modernization Of Corporate Law In Ecuador] In Spanish, Aurelio Gurrea-Martinez, Cesar Coronel Jones
Research Collection Yong Pung How School Of Law
This paper seeks to provide some policy recommendations for the improvement and modernization of corporate law in Ecuador. These proposals have been based on the international literature and the particular features of Ecuador (that is, a country with many micro and small companies, state-owned enterprises, underdeveloped capital markets, unsophisticated courts, among other aspects). Secondly, since the legal, economic and institutional features of Ecuador can be found in other Latin American countries, this paper also seeks to be helpful to other countries in the region planning to reform their corporate laws. Finally, this paper seeks to contribute to the improvement and …
Proposed Regulatory Framework Of Crypto-Assets In The Uk: A Critical Analysis, Aurelio Gurrea-Martinez
Proposed Regulatory Framework Of Crypto-Assets In The Uk: A Critical Analysis, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
On 23 January 2019, the Financial Conduct Authority (FCA) issued a guidance on cryptoassets (FCA-GC) with the purpose of improving and clarifying the regulatory framework of cryptoassets in the United Kingdom. The FCA welcomes comments from the general public. In a response to this guidance, I seek to address two fundamental flaws that I have found in the FGC-GC: (i) the misleading classification of tokens proposed in the guidance; and (ii) the lack of protection of the purchaser of tokens and other stakeholders.
The Dark Side Of Implementing Basel Capital Requirements: Theory, Evidence, And Policy, Aurelio Gurrea-Martinez, Nydia Remolina
The Dark Side Of Implementing Basel Capital Requirements: Theory, Evidence, And Policy, Aurelio Gurrea-Martinez, Nydia Remolina
Research Collection Yong Pung How School Of Law
Most financial systems around the world have imposed new capital requirements for banks in the past years. This policy seems to be justified on two powerful economic grounds. First, better capitalized banks promote financial stability by reducing banks’ incentives to take risks and increasing banks’ buffers against losses. Second, lack of compliance with a set of rules established by the Basel Committee may harm confidence on a country’s financial system. While acknowledging these potential benefits, this paper makes the often overlooked point that the full implementation of Basel capital requirements may be socially undesirable for poorer countries seeking to develop …
A One-Size-Fits-All Approach To Corporate Governance Codes And Compliance By Smaller Listed Firms: An Examination Of Companies Listed In Hong Kong And Singapore, Christopher C. H. Chen
A One-Size-Fits-All Approach To Corporate Governance Codes And Compliance By Smaller Listed Firms: An Examination Of Companies Listed In Hong Kong And Singapore, Christopher C. H. Chen
Research Collection Yong Pung How School Of Law
This article examines the impact of a one-size-fits-all corporate governance code on smaller listed firms, which should have fewer resources to hire more qualified independent directors for their boards and board committees. After examining data from a sample of companies listed in Hong Kong and Singapore, we find some limited support for these resources-based arguments. While smaller firms do not necessarily have a lower proportion of board members who are independent directors, some evidence suggests that smaller firms do pay less to independent directors and that these directors have to serve on multiple board committees. Although many larger firms also …
The Future Of Reorganization Procedures In The Era Of Pre-Insolvency Law, Aurelio Gurrea-Martinez
The Future Of Reorganization Procedures In The Era Of Pre-Insolvency Law, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Several countries and regions around the world, including Singapore, the United Kingdom, and the European Union are amending their restructuring framework to implement a pre-insolvency mechanism that looks like a US Chapter 11 reorganization. However, unlike what happens in the United States, where unsuccessful reorganizations lead to Chapter 7 liquidations, companies using this ‘de facto Chapter 11’ (DFCH11) are still allowed to use the formal reorganization procedures existing in their insolvency jurisdictions if the DFCH11 fails.
Chartering Legal Strategies For Investor Protection In Initial Coin Offerings, Aurelio Gurrea-Martinez
Chartering Legal Strategies For Investor Protection In Initial Coin Offerings, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
While many securities regulators are still debating whether and, if so, how to regulate Initial Coin Offerings (ICOs), this new source of finance keeps growing worldwide. In 2017, companies raised around 3.7$ billion. In the first three quarters of 2018, this figure reached more than $17 billion. Therefore, despite the scepticism that some authors and regulators have raised about the use of ICOs, the truth is that the market is buying this product. With this in mind, I provide an outline of what kinds of legal strategies would be appropriate to protect purchasers and prospective purchasers of tokens, including purchasers …