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Articles 1 - 30 of 32
Full-Text Articles in Asian Studies
Reconsidering The Imposition Of Dual Vicarious Liability In The Borrowed Employee Context: The Singapore Approach In Munshi Mohammad Faiz V Interpro Construction Pte Ltd [2021] 4 Slr 1371 And Hwa Aik Engineering Pte Ltd V Munshi Mohammad [2021] 1 Slr 1288, Danny Ong, Aaron Yoong, Louis Yi Hang Lau
Reconsidering The Imposition Of Dual Vicarious Liability In The Borrowed Employee Context: The Singapore Approach In Munshi Mohammad Faiz V Interpro Construction Pte Ltd [2021] 4 Slr 1371 And Hwa Aik Engineering Pte Ltd V Munshi Mohammad [2021] 1 Slr 1288, Danny Ong, Aaron Yoong, Louis Yi Hang Lau
Research Collection Yong Pung How School Of Law
The limits of the law on dual vicarious liability were recently tested in the decisions of Munshi Mohammad Faiz v Interpro Construction Pte Ltd [2021] 4 SLR 1371 and Hwa Aik Engineering Pte Ltd v Munshi Mohammad [2021] 1 SLR 1288, both before the General and Appellate divisions of the High Court. Against the backdrop of these decisions, this case note argues that the approach laid down by the High Court may go some ways in resolving the tension and assist in settling the perennial question of the role of control in dual vicarious liability. In particular, it is argued …
Equity In Commerce: Too Much And Too Little?, Man Yip
Equity In Commerce: Too Much And Too Little?, Man Yip
Research Collection Yong Pung How School Of Law
The interaction and clash between equity and commerce have attracted much attention from judges and academics in recent years. Commercial lawyers may complain about equity introducing uncertainty into commercial endeavours and at times, (mis-)applying the ‘moral standards of the vicarage’ to actors in commercial dealings. However, the objections are not directed at all aspects of equity, but are usually addressed to some ‘disfavoured parts of it’, such as the creation of a new obligation or discretionary remedies. On the other hand, from the perspective of equity lawyers, equity’s interplay with commerce may lead to the contractualisation or commercialisation of equitable …
No Need For Asia To Be Woke - Responsible Capitalism Through An Asian Lens, Dan W. Puchniak
No Need For Asia To Be Woke - Responsible Capitalism Through An Asian Lens, Dan W. Puchniak
Research Collection Yong Pung How School Of Law
LARRY Fink's 2018 proclamation that every company must show "how it makes a positive contribution to society" ostensibly woke American CEOs to the need for companies to fulfil a societal purpose beyond profit maximisation. The American Business Roundtable's 2019 commitment that a business should no longer be run purely for profit is cited as another woke moment for American CEOs to the new reality that corporate purpose matters. However, just as the sun rises first in Asia, there is no need for Asia's CEOs to be woke to the reality that corporate purpose matters.
The 2022 Global Philanthropy Environment Index Singapore, Tan K. B. Eugene
The 2022 Global Philanthropy Environment Index Singapore, Tan K. B. Eugene
Research Collection Yong Pung How School Of Law
The three indicator questions in this section pertain to the laws and regulations governing philanthropic organizations (POs). The scoring questions for this category cover three aspects of regulations: (A) formation and registration; (B) operations; and (C) dissolution.
The New Law On Foreign Interference: What's Next For Businesses?, Tan K. B. Eugene, Benjamin Joshua Ong
The New Law On Foreign Interference: What's Next For Businesses?, Tan K. B. Eugene, Benjamin Joshua Ong
Research Collection Yong Pung How School Of Law
The Foreign Interference (Countermeasures) Bill (Fica) was passed in Parliament on Monday after about 10 hours of impassioned debate. Despite the government agreeing to several amendments proposed by the Workers' Party, the substance was not changed in any significant way. Although the government provided more details on how Fica is to operate, more details will be unveiled when it comes into operation. What does all this mean for businesses?
The New Law On Foreign Interference – What’S Next For Businesses, Tan K. B. Eugene, Benjamin Joshua Ong
The New Law On Foreign Interference – What’S Next For Businesses, Tan K. B. Eugene, Benjamin Joshua Ong
Research Collection Yong Pung How School Of Law
In a joint commentary, SMU Associate Professor of Law Eugene Tan and SMU Assistant Professor of Law Benjamin Joshua Ong discussed what the Foreign Interference (Countermeasures) Bill (Fica) means for businesses. They opined that businesses could have disclosure policies for themselves and their stakeholders, akin to conflict of interest disclosures. They also noted that more can be done to clarify the limits to government powers under Fica, and pointed out that conversations about foreign interference must go beyond Fica.
Liability Of Maker Towards Subject Of Negligent Statement: Tan Woo Thian V Pricewaterhousecoopers, Kee Yang Low, Sheena Xuan Hui Heng
Liability Of Maker Towards Subject Of Negligent Statement: Tan Woo Thian V Pricewaterhousecoopers, Kee Yang Low, Sheena Xuan Hui Heng
Research Collection Yong Pung How School Of Law
Negligent misstatement cases typically involve claims by the recipient of the statement. Since Spring v Guardian Assurance, there has been an increasing number of cases where the plaintiff is the subject of the negligent misstatement, which is quite a very different matter. In Tan Woo Thian v PricewaterhouseCoopers Advisory Services Pte Ltd, Singapore’s High Court and Court of Appeal consider the legal intricacies of such a claim.
The Taxation Of Cryptocurrency Gains, Vincent Ooi
The Taxation Of Cryptocurrency Gains, Vincent Ooi
Research Collection Yong Pung How School Of Law
Taking Singapore as an example, this article lays out a series of tests for determining whether gains arising from the disposal of cryptocurrencies are trade or business income, “all other income” or capital gains. It also considers the possibility of a presumption that individuals engaging in such transactions are gambling.
Institutional Investors In China: Corporate Governance And Policy Channeling In The Market Within The State, Lin Lin, Dan W. Puchniak
Institutional Investors In China: Corporate Governance And Policy Channeling In The Market Within The State, Lin Lin, Dan W. Puchniak
Research Collection Yong Pung How School Of Law
The extraordinary rise of China’s economy has made understanding Chinese corporate governance an issue of global importance. A rich literature has developed analyzing the Chinese Communist Party’s (CCP’s) role as China’s largest controlling shareholder and the impact that this has on Chinese corporate governance. However, the CCP’s role as the architect —and direct and indirect controller—of institutional investors in China has been largely overlooked in the legal literature.
Singapore’S Special Insolvency Scheme For Small Companies, Vincent Ooi, Aurelio Gurrea-Martinez
Singapore’S Special Insolvency Scheme For Small Companies, Vincent Ooi, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
In this article, the authors examine a temporary program in Singapore to help micro and small businesses facing insolvency amid the COVID-19 crisis.
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 …
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 …
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 …
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 …
Enforcing Town Councils’ Duties Of Financial Prudence: Problems Addressed By The Town Councils (Amendment) Act 2017, Benjamin Joshua Ong
Enforcing Town Councils’ Duties Of Financial Prudence: Problems Addressed By The Town Councils (Amendment) Act 2017, Benjamin Joshua Ong
Research Collection Yong Pung How School Of Law
This article discusses the means by which a TownCouncil’s statutory duties, particularly its duties of financial prudence, maybe enforced. It studies the law as it was prior to 2017 and reveals variousconceptual and practical problems, the result of which was that it was possiblefor a Town Council to fail to perform its statutory duties and face onlyminimal consequences. This article willprovide a background to some of the new statutory procedures introduced in the2017 amendments to the Town Councils Act, which solve the problems from whichthe previous law suffered. It is hoped that this will shed light on the historyof the …
Singapore, Country Study Prepared For Global Philanthropy Environment Index, Tan K. B. Eugene
Singapore, Country Study Prepared For Global Philanthropy Environment Index, Tan K. B. Eugene
Research Collection Yong Pung How School Of Law
No abstract provided.
Agency And Partnership Law [2016], Pearlie M. C. Koh, Stephen Noel Henry Bull
Agency And Partnership Law [2016], Pearlie M. C. Koh, Stephen Noel Henry Bull
Research Collection Yong Pung How School Of Law
No abstract provided.
Regulating Squeeze-Outs Techniques By Controlling Shareholders: The Divergence Between Hong Kong And Singapore, Christopher C. H. Chen, Wei Zhang, Wai Yee Wan
Regulating Squeeze-Outs Techniques By Controlling Shareholders: The Divergence Between Hong Kong And Singapore, Christopher C. H. Chen, Wei Zhang, Wai Yee Wan
Research Collection Yong Pung How School Of Law
No abstract provided.
Independent Directors In Singapore: Puzzling Compliance Requiring Explanation, Dan W. Puchniak, Luh Luh Lan
Independent Directors In Singapore: Puzzling Compliance Requiring Explanation, Dan W. Puchniak, Luh Luh Lan
Research Collection Yong Pung How School Of Law
At first blush, the rise of independent directors in Singapore provides a straightforward example of a successful legal transplant from the West to Asia. In 2001, Singapore implemented a U.K.-inspired Code of Corporate Governance, which required the adoption of American-style independent directors on a "comply or explain" basis. Shortly thereafter, an overwhelming 98% of Singapore-listed companies reported full compliance. This, combined with Singapore's world-leading economic success, ostensibly confirmed the Anglo-American-cum- global conventional wisdom that American-style independent directors are required for good corporate governance.Using hand-collected data from 245 codes of corporate governance from eighty-seven jurisdictions, this Article reveals, however, that Singapore's …
Agency And Partnership Law [2015], Pearlie M. C. Koh, Stephen Noel Henry Bull
Agency And Partnership Law [2015], Pearlie M. C. Koh, Stephen Noel Henry Bull
Research Collection Yong Pung How School Of Law
The laws relating to the creation of an agency, implied authority, holding out and apparent authority, duties of the agent in relation to Agency law are discussed. The laws relating to partnership law and issues such as relationship of partners to third parties, relationships of partners between themselves and capacity to be a partner are highlighted.
Modernising Company Law: The Singapore Experience, Pey Woan Lee, Christopher C. H. Chen
Modernising Company Law: The Singapore Experience, Pey Woan Lee, Christopher C. H. Chen
Research Collection Yong Pung How School Of Law
In October 2014, the Singapore Parliament passed the Companies (Amendment) Act 2014 (Singapore). Encompassing the most comprehensive revision of corporate legislation in the history of Singapore, this Act has been implemented in two phases. This article will consider the impetus for as well as the salient themes that guided this wide-ranging review in the period 2014-2016.
Corporate Claims Against Director For Paying Bribes On Company's Behalf: Ho Kang Peng V Scintronix (Formerly Ttl Holdings), Wai Yee Wan
Research Collection Yong Pung How School Of Law
Can a company recover the value of the bribe from a director who has paid the bribe, on behalf of the company, to a third party to secure certain benefits for the company, and where it is not alleged that the director had personally benefitted from the bribe? This question raises several complex issues relating to directors’ standard of care, corporate authorisation and corporate illegality, which were considered by the recent decision of the Singapore Court of Appeal in Ho Kang Peng v Scintronix Corp (formerly known as TTL Holdings).
A Reconsideration Of The Shareholder's Remedy For Oppression In Singapore, Pearlie Koh
A Reconsideration Of The Shareholder's Remedy For Oppression In Singapore, Pearlie Koh
Research Collection Yong Pung How School Of Law
The statutory remedy for oppression plays an important role in minority shareholder protection in Singapore. Both the scope of its application and the court's jurisdiction to make remedial orders must necessarily be wide in order for the remedy to be effective. Nevertheless, the remedy is not without limits. Indeed, it is crucial that the boundaries of the remedy be made clear so that legitimate rule of the majority is not too often, and erroneously, equated with tyranny by the majority. This paper considers a number of issues as to the scope of the oppression remedy in Singapore through a careful …
Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull
Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull
Research Collection Yong Pung How School Of Law
No abstract provided.
The Company And Its Directors As Co-Conspirators, Pey Woan Lee
The Company And Its Directors As Co-Conspirators, Pey Woan Lee
Research Collection Yong Pung How School Of Law
In Nagase Singapore Pte Ltd v Ching Kai Huat and Lim Leong Huat v Chip Hup Hup Kee Construction Pte Ltd, the High Court of Singapore affirmed the proposition that a company may, like a natural person, conspire with its director to inflict harm on a third person even if the latter is its “directing mind and will”. In both cases, the courts’ focus was directed at a conceptual enquiry, ie, whether a company, whose “mind” is the same as that of its director, could properly be said to have “combined” or “agreed” to conspire. This article argues, however, that …
Void Contracts And The Applicability Of Choice Of Law Clauses To Consequential Restitutionary Claims: Cimb Bank Bhd V Dresdner Kleinwort Ltd [2008] 4 Slr 543, Adeline Swee Ling Chong
Void Contracts And The Applicability Of Choice Of Law Clauses To Consequential Restitutionary Claims: Cimb Bank Bhd V Dresdner Kleinwort Ltd [2008] 4 Slr 543, Adeline Swee Ling Chong
Research Collection Yong Pung How School Of Law
This note examines the Singapore Court of Appeal’s judgment in CIMB Bank Bhd v Dresdner Kleinwort Ltd, focusing specifically on what role, if any, should be played by a choice of law clause contained in a void contract in relation to the restitutionary aftermath of voidness.
The Efficiency Of Friendliness: Japanese Corporate Governance Succeeds Again Without Hostile Takeovers, Dan W. Puchniak
The Efficiency Of Friendliness: Japanese Corporate Governance Succeeds Again Without Hostile Takeovers, Dan W. Puchniak
Research Collection Yong Pung How School Of Law
It is widely assumed that hostile takeovers are a prerequisite for an efficient system of corporate governance. This assumption is false. Since the new millennium, Japan has transformed itself from being on the brink of one of the largest economic meltdowns in modern economic history to currently being in the midst of its longest period of postwar economic expansion (2002-2007). This astounding recovery was achieved without a single successful hostile takeover of a major Japanese company. True to its postwar tradition, corporate Japan has successfully restructured through government intervention, bank-driven reallocation of capital, and orchestrated and friendly mergers — the …
Civil Liabilities For False Or Misleading Statements Made By Listed Companies To The Securities Markets In Singapore, Wai Yee Wan
Civil Liabilities For False Or Misleading Statements Made By Listed Companies To The Securities Markets In Singapore, Wai Yee Wan
Research Collection Yong Pung How School Of Law
This article examines the scope and efficacy of the civil remedies available to investors against listed companies which have made false or misleading statements in the secondary securities market in Singapore, both at common law and the statutory compensation scheme under the Securities and Futures Act. It argues that there are a number of limitations faced by such investors in bringing claims founded in tort law against the listed companies. While the statutory compensation scheme attempts to improve the position of investors, there are a number of deficiencies in the scheme the most significant of which is the ceiling on …
Regulating Directors' Duties With Civil Penalties: Taking A Leaf From Australia's Book, Pey Woan Lee
Regulating Directors' Duties With Civil Penalties: Taking A Leaf From Australia's Book, Pey Woan Lee
Research Collection Yong Pung How School Of Law
This article examines whether the use of the criminal penalty as a 'default' sanction for regulating directors' core duties in Singapore is excessive, and if so, whether civil pecuniary penalties ought to be introduced in the reform of the existing sanctions regime. These questions are addressed principally by reference to the Australian experience.
An Issue Of Absolution: Section 391 Of The Companies Act, Pearlie Koh
An Issue Of Absolution: Section 391 Of The Companies Act, Pearlie Koh
Research Collection Yong Pung How School Of Law
There is an obvious tension in the imposition of directors’ duties. Whilst directors being the management, and therefore the eyes, ears and brain of the corporate person, must be given sufficient discretion to take on entrepreneurial (and hence risky) ventures with a view to profit maximisation, there is also the need to curb excesses, as the potential or opportunity for mismanagement, negligence and fraud is omnipresent. [T]his short article considers section 391 of the Companies Act (Cap 50), arguably the statutory nemesis of directors’ duties. Section 391 gives jurisdiction to the court hearing the case to relieve an officer from …