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Articles 1 - 30 of 59
Full-Text Articles in Law
The False Hope Of Stewardship In The Context Of Controlling Shareholders: Making Sense Out Of The Global Transplant Of A Legal Misfit, Dan W. Puchniak
The False Hope Of Stewardship In The Context Of Controlling Shareholders: Making Sense Out Of The Global Transplant Of A Legal Misfit, Dan W. Puchniak
Research Collection Yong Pung How School Of Law
In 2010, the United Kingdom issued the world’s first stewardship code. Since then, stewardship codes have been issued in many of the world’s leading economies and now exist in 20 jurisdictions on six continents, with more jurisdictions considering adopting them. In the UK, stewardship codes were promised to transform rationally passive institutional investors into actively engaged shareholders to prevent another Global Financial Crisis. More recently, the new 2020 UK Code has been promoted as a mechanism to save the planet by incentivizing institutional investors to pressure listed companies to focus on ESG.There is a vigorous debate and developed literature on …
The Relationship Between Constitutional Equality And Substantive Review, Wei Yao, Kenny Chng
The Relationship Between Constitutional Equality And Substantive Review, Wei Yao, Kenny Chng
Research Collection Yong Pung How School Of Law
General equality rights in written constitutions – rights stating the ideal of equality without specifying categories of impermissible differentiation – have often been effected through the idea of equality as rationality. Equality as rationality demands that differentiations between like entities have to be rationally justifiable. Such equality rights are applicable to legislation and executive action. This presents a prima facie overlap with substantive review in common law administrative law, since substantive review is also concerned about the rational justifiability of executive action. This raises three questions: (1) Are both sets of legal principles indeed similar? (2) Have courts managed to …
Constitutional Equality And Executive Action: A Comparative Perspective To The Comparator Problem, Kenny Chng
Constitutional Equality And Executive Action: A Comparative Perspective To The Comparator Problem, Kenny Chng
Research Collection Yong Pung How School Of Law
A general right to equality is a common feature of written constitutions around the world. Interesting questions arise when one seeks to apply such rights to discrete executive acts. The subject of such acts has necessarily been singled out from a multitude of possibilities for the purposes of the act. To determine whether a differentiation has occurred such that like cases have not been treated alike, to what or whom should this subject be compared? The question of how one selects the proper comparator becomes especially significant when one notes that whether the equal protection guarantee is triggered at all …
Repeal Of The Recja And Transfer Of Countries To The Refja, Adeline Chong
Repeal Of The Recja And Transfer Of Countries To The Refja, Adeline Chong
Research Collection Yong Pung How School Of Law
Singapore’s Reciprocal Enforcement of Commonwealth Judgments Act 1921 (‘RECJA’) is based on the UK Administration of Justice Act 1920 and its Reciprocal Enforcement of Foreign Judgments Act 1959 (‘REFJA’) is based on the UK Foreign Judgments (Reciprocal Enforcement) Act 1933. In 2019, the government amended the REFJA in significant ways (previously detailed here), expanding its scope to include the registration of judgments from non-superior courts of gazetted countries, judicial settlements, non-money judgments and interlocutory judgments. At the same time, the RECJA was repealed from a date to be determined by the government.
Characterisation And Choice Of Law For Knowing Receipt, Adeline Chong
Characterisation And Choice Of Law For Knowing Receipt, Adeline Chong
Research Collection Yong Pung How School Of Law
Knowing receipt requires the satisfaction of disparate elements under English domestic law. Its characterisation under domestic law is also unsettled. These in turn affect the issues of characterisation and choice of law at the private international law level as knowing receipt sits at the intersection of the laws of equity, restitution, wrongs and property. This paper argues that under the common law, knowing receipt ought to be considered as sui generis for choice of law purposes and governed by the law of closest connection to the claim. Where the Rome II Regulation applies, knowing receipt fits better within the tort …
The Relevance Of Purpose In Constitutional Equal Protection Challenges To Executive Action, Wei Yao, Kenny Chng
The Relevance Of Purpose In Constitutional Equal Protection Challenges To Executive Action, Wei Yao, Kenny Chng
Research Collection Yong Pung How School Of Law
Written constitutions often include generalized guarantees of equal protection which imply a proscription on unconstitutional differential treatment. This paper will examine what the analytical focus ought to be when evaluating challenges to executive action based on such rights, a particularly relevant issue given recent developments in Hong Kong’s and Singapore’s equal protection jurisprudence. These developments suggest that there are three possible analytical focal points, each of which takes a different perspective on the relevance of the executive’s purpose in utilizing differential treatment: (1) the connection between the chosen differentiation and the specific purpose of the challenged executive action; (2) the …
Comparative Lessons In Sectional Title Laws: Mitigating Urban Inequality In South Africa, Edward S. W. Ti
Comparative Lessons In Sectional Title Laws: Mitigating Urban Inequality In South Africa, Edward S. W. Ti
Research Collection Yong Pung How School Of Law
Urban inequality in South Africa is a formidable problem that is linked to the injustices of its historical apartheid past. This paper identifies sectional titles, a form of property ownership where proprietors wholly own their apartment unit while co-owning the land and common property, as critical to providing more affordable housing. Sectional title schemes mitigate urban inequality by giving a greater proportion of the country the opportunity to own legally secure, well-located dwellings while serving as a platform where communal living could take place. Two suggestions how sectional title legislation can further alleviate aspects of urban inequality are made (1) …
Analysing The Constitutionality Of Executive Action Under Articles 14 And 15 In Singapore – Theoretical And Doctrinal Perspectives, Wei Yao, Kenny Chng
Analysing The Constitutionality Of Executive Action Under Articles 14 And 15 In Singapore – Theoretical And Doctrinal Perspectives, Wei Yao, Kenny Chng
Research Collection Yong Pung How School Of Law
Articles 14 and 15 of the Singapore Constitution enshrine the rights to free speech, religious freedom, and other related rights in Singapore. These provisions also set out the circumstances under which these rights may be restricted. Notably, however, these provisions are directed at legislativerestrictions. The question is how they are applicable to executive action. This paper suggests that there are two possible means by which one can assess the constitutionality of executive action under Articles 14 and 15 in Singapore – the jurisdictional and substantive approaches – and demonstrates that evidence of both approaches can be found in Singapore law. …
Extraterritoriality Of Chinese Law: Myths, Realities And The Future, Zhengxin Huo, Man Yip
Extraterritoriality Of Chinese Law: Myths, Realities And The Future, Zhengxin Huo, Man Yip
Research Collection Yong Pung How School Of Law
While China strongly opposes the US practice of ‘long-arm jurisdiction’, it has decided to build its own legal system of extraterritoriality. This paradox reflects the crossroads at which China finds itself currently. Being a country weaker than the sole global superpower, it needs to stand firmly against the American ‘legal bullyism’ by invoking the shield of territorial sovereignty. Yet, as an emerging world power, it is in China’s interest to establish a legal system of extraterritoriality to safeguard its own national interests that extend globally. This article has two aims. First, it provides a comprehensive overview of the current model …
Foreign Judgments: The Limits Of Transnational Issue Estoppel, Reciprocity, And Transnational Comity, Tiong Min Yeo
Foreign Judgments: The Limits Of Transnational Issue Estoppel, Reciprocity, And Transnational Comity, Tiong Min Yeo
Research Collection Yong Pung How School Of Law
In Merck Sharp & Dohme Corp v Merck KGaA [2021] SGCA 14, a full bench of the Singapore Court of Appeal addressed the limits of transnational issue estoppel in Singapore law, and flagged possible fundamental changes to the common law on the recognition and enforcement of foreign judgments in Singapore. The litigation involves multiple parties spread over different jurisdictions. The specific facts involved in the appeal are fairly straightforward, centring on what has been decided in a judgment from the English court, and whether it could be used to raise issue estoppel on the interpretation of a particular term of …
Fraud And Foreign Judgments Under Singapore Law, Adeline Chong
Fraud And Foreign Judgments Under Singapore Law, Adeline Chong
Research Collection Yong Pung How School Of Law
A foreign judgment is generally not to be reviewed on the merits at the recognition and enforcement stage. Yet, an exception has always been carved out for fraud under the common law rules on the basis that ‘fraud unravels everything’ (Lazarus Estates Ltd v Beasley [1956] 1 QB 702, 712 per Lord Denning). Thus, English courts allow a judgment debtor to raise fraud at the recognition and enforcement stage even if no new evidence is adduced and fraud had been considered and dismissed by the court of origin (Abouloff v Oppenheimer & Co (1882) 10 QBD 295). This seeming anomaly …
Soft Launch Of The Asian Principles For The Recognition And Enforcement Of Foreign Judgments, Adeline Chong
Soft Launch Of The Asian Principles For The Recognition And Enforcement Of Foreign Judgments, Adeline Chong
Research Collection Yong Pung How School Of Law
In January 2018, we reported on the Recognition and Enforcement of Foreign Judgments in Asia, a publication by the Asian Business Law Institute (ABLI).
Diversity Of Shareholder Stewardship In Asia: Faux Convergence, Gen Goto, Alan K. Koh, Dan W. Puchniak
Diversity Of Shareholder Stewardship In Asia: Faux Convergence, Gen Goto, Alan K. Koh, Dan W. Puchniak
Research Collection Yong Pung How School Of Law
Since the UK adopted the world's first stewardship code in 2010, stewardship codes have proliferated across Asia. Given the UK Code's prominence, it is tempting to assume that every other stewardship code performs the same function as the UK Code. This assumption belies the truth: all these codes--regardless of whether they have in fact drawn inspiration from the UK Code--have taken different trajectories due to each adopting its jurisdiction's distinctive institutional and legal context.Using empirical evidence and in-depth case studies of stewardship in Japan and Singapore, this Article reveals how any reception of United Kingdom-style stewardship concepts is only skin …
The Development Of Singapore Law: A Bicentennial Retrospective, Andrew Phang, Yihan Goh, Jerrold Soh
The Development Of Singapore Law: A Bicentennial Retrospective, Andrew Phang, Yihan Goh, Jerrold Soh
Research Collection Yong Pung How School Of Law
The present article reviews (in broad brushstrokes) the status of Singapore law during its bicentennial year. It is not only about origins but also about growth – in particular, the autochthonous or indigenous growth of the Singapore legal system (particularly since the independence of Singapore as a nation state on 9 August 1965). The analysis of this growth is divided into quantitative as well as qualitative parts. In particular, the former constitutes an empirical analysis which attempts – for the very first time − to tell the development of Singapore law through numbers, building on emerging techniques in data visualisation …
‘Overreaching’ Or ‘Overreacting’? Reflections On The Judicial Function And Approaches Of Wto Appellate Body, Weihuan Zhou, Henry S. Gao
‘Overreaching’ Or ‘Overreacting’? Reflections On The Judicial Function And Approaches Of Wto Appellate Body, Weihuan Zhou, Henry S. Gao
Research Collection Yong Pung How School Of Law
Since 2017, the US has blocked appointments to the WTO Appellate Body (AB), citing various concerns over its judicial approach, with the most significant being the issue of judicial overreach. This article provides a critical analysis of this issue and makes important contributions to the ongoing debate. Drawing on the fundamental function of the WTO, it offers a fresh approach to assess judicial overreach and shows that AB rulings in major non-trade remedy cases (that have consistently concerned the US) have served that function and hence should not be treated as ‘overreaching’. We argue that, the allegation of judicial overreach, …
Building A Market Economy Through Wto-Inspired Reform Of State-Owned Enterprises In China, Weihuan Zhou, Henry S. Gao, Xue Bai
Building A Market Economy Through Wto-Inspired Reform Of State-Owned Enterprises In China, Weihuan Zhou, Henry S. Gao, Xue Bai
Research Collection Yong Pung How School Of Law
This paper responds to the widespread view that existing WTO rules are insufficient in dealing with China’s state capitalism, which has been further emboldened by its latest rounds of state-owned enterprise (“SOE”) reforms. Through a careful review of WTO agreements and jurisprudence, the paper argues that, we do not necessarily need new rules, because the unique challenges created by China’s state capitalism can be sufficiently dealt with by the WTO’s existing rules on subsidies coupled with the China-specific obligations. Thus, a more realistic approach would be to push China back to the path of market-oriented reforms through WTO litigation based …
Singapore Convention On Mediation, Adeline Chong
Singapore Convention On Mediation, Adeline Chong
Research Collection Yong Pung How School Of Law
Forty-six countries have signed up to the United Nations Convention on International Settlement Agreements Resulting from Mediation (“Singapore Convention on Mediation”) today.
Directors' Duties In Singapore: Law And Perceptions, Pearlie M. C. Koh, Hwee Hoon Tan
Directors' Duties In Singapore: Law And Perceptions, Pearlie M. C. Koh, Hwee Hoon Tan
Research Collection Yong Pung How School Of Law
It is trite that the law on directors' duties is an important part of corporate governance. It is therefore unsurprising that a large part of extant research in the area is focused on understanding what the law requires, and how it applies or should apply in any particular situation. Such research is however largely reactive. In our research, we set out to look at duties from the perspective of the directors, with a view to appreciating how Singapore directors understand the law as it applies to them. The impetus for this is three-fold: First, to assess the depth of awareness …
The (Re)Introduction Of Dual-Class Share Structures In Hong Kong: A Historical And Comparative Analysis, Hui Robin Huang, Wei Zhang, Siu Cheung Kelvin Lee
The (Re)Introduction Of Dual-Class Share Structures In Hong Kong: A Historical And Comparative Analysis, Hui Robin Huang, Wei Zhang, Siu Cheung Kelvin Lee
Research Collection Yong Pung How School Of Law
In April 2018, Hong Kong issued new listing rules to introduce the dual-class share structure, also known as weighted voting rights (WVR), under which a special class of shareholders’ voting rights are conferred disproportionately with respect to their equity interest. The WVR was used in Hong Kong in the 1980s but was banned in 1989. The debate on the WVR was rekindled by the Alibaba event in 2013. The WVR structure has benefits and costs. Thus, Hong Kong lays down relevant supporting mechanisms, including entry requirements, disclosure requirements and safeguard requirements. The WVR regime in Hong Kong appears to be …
A Reformulated Test For Unconscionability, Vincent Ooi, Walter Yong
A Reformulated Test For Unconscionability, Vincent Ooi, Walter Yong
Research Collection Yong Pung How School Of Law
Apart from its interesting facts, this case, BOM v BOK [2018] SGCA 83, is significant for its rejection of a “broad” doctrine of unconscionability, the existence of which has been a matter of some debate in English law, and which has been accepted in Australia (see Commercial Bank of Australia Ltd v Amadio (1983) 151 C.L.R. 447; (1983) 46 A.L.R. 402). It also proposes a new test for the doctrine of unconscionability that is narrower than Amadio, based on the requirements inCresswell v Potter [1978] 1 W.L.R. 255. The test for unconscionability in English law has been a matter of …
A Network Analysis Of The Singapore Court Of Appeal's Citations To Precedent, Jerrold Tsin Howe Soh
A Network Analysis Of The Singapore Court Of Appeal's Citations To Precedent, Jerrold Tsin Howe Soh
Research Collection Yong Pung How School Of Law
This article presents findings from an empirical network analysis of citation practices in Singapore’s highest court. A network of all 987 reported Court of Appeal judgments handed down from 2000 to 2017 is constructed. Network centrality algorithms are used to rank judgments by centrality. Judgments on contract law, particularly on contractual interpretation and terms, emerge as the most central. Based on this, this article argues that more attention can be paid to interpretation per se as a legal skill. More generally, this article establishes a framework for applying network analysis to Singapore jurisprudence on a larger scale.
Hostile Takeover Regimes In Asia: A Comparative Approach, Umakanth Varottil, Wai Yee Wan
Hostile Takeover Regimes In Asia: A Comparative Approach, Umakanth Varottil, Wai Yee Wan
Research Collection Yong Pung How School Of Law
The market for corporate control is animportant corporate governance mechanism for the discipline of corporatemanagers. However, the process and substance of the regulation of hostiletakeovers differs remarkably among various jurisdictions. Existing andinfluential scholarship has focused on the differences in regulation between UnitedStates (US) and the United Kingdom (UK), with the explanations being founded ininterest group politics. Influential as it is, the question is whether thetheory can be extended outside of the US and the UK, particularly to theirlegal transplants in Asia? In the last few decades, many of the Asianjurisdictions have drawn heavily from the US and the UK when …
Rethinking Non-Recognition: Taiwan’S New Pivot To Asean And The One-China Policy, Pasha L. Hsieh
Rethinking Non-Recognition: Taiwan’S New Pivot To Asean And The One-China Policy, Pasha L. Hsieh
Research Collection Yong Pung How School Of Law
The article examines the evolution of Taiwan’s engagement in Southeast Asia since the 1990s as a unique case study in international law and international relations (IR). Under the one-China policy, the evolution of bilateral relations with Taiwan highlights the theoretical concept of recognition premised on identity and status in interstate affairs. The article argues that the states of the Association of Southeast Asian Nations (ASEAN) have established diverse forms of recognition of Taiwan in line with a policy of non-recognition. While such recognition has not amounted to recognition of statehood in international law, it demonstrates the IR concept of recognition …
Model Law On Cross-Border Insolvency Comes Of Age: New Times Or New Paradigms, Gerard Mccormack, Wai Yee Wan
Model Law On Cross-Border Insolvency Comes Of Age: New Times Or New Paradigms, Gerard Mccormack, Wai Yee Wan
Research Collection Yong Pung How School Of Law
This year (2018) the Model Law on Cross-BorderInsolvency comes of age and celebrates its 21st birthday. It has been something of a successinternationally. The major common lawjurisdictions including the United Kingdom (UK), the United States (US), Canadaand Australia have changed their domestic laws on cross-border insolvencycooperation based on the model law provisions and so too has Japan and Korea. But theemerging global super powers of China and India have remained resistant and sotoo have most of the European Union (EU) member states including the economicpower houses of France and Germany. Nevertheless, the number of international acceptances is growing slowlyincluding most …
Compelling Trustees To Exercise Their Discretion: A Principle Of Non-Intervention?, Hang Wu Tang
Compelling Trustees To Exercise Their Discretion: A Principle Of Non-Intervention?, Hang Wu Tang
Research Collection Yong Pung How School Of Law
This article explores the limitsof the principle of non-interference and examine situations where the courtshave overridden the discretion of the trustee and compelled the trustee to actin a particular manner. While there havebeen numerous instances where the courts have avoided the trustee’s act, thecases where the courts have actually compelled a trustee to exercise a power ina particular manner are relatively few. The thesis of this article is that amore helpful way to conceptualise the philosophy behind the judicial control ofa trustee’s discretion is not to say that the court is bound by a so-calledprinciple of non-interference; rather, the contention …
Out Now: Recognition And Enforcement Of Foreign Judgments In Asia, Adeline Chong
Out Now: Recognition And Enforcement Of Foreign Judgments In Asia, Adeline Chong
Research Collection Yong Pung How School Of Law
A compendium of country reports on the law on the recognition and enforcement of foreign judgments in ASEAN, Australia, China, India, Japan and South Korea has been published by the Asian Business Law Institute, a research institute based in Singapore.
Mareva Injunctions Under Singapore Law, Adeline Chong
Mareva Injunctions Under Singapore Law, Adeline Chong
Research Collection Yong Pung How School Of Law
Whether the Singapore court has the jurisdiction or power to grant a Mareva injunction in aid of foreign court proceedings was recently considered by the Singapore High Court in PT Gunung Madu Plantations v Muhammad Jimmy Goh Mashun [2018] SGHC 64. Both plaintiff and defendant were Indonesian and the claim related to alleged breaches of duties which the defendant owed to the plaintiff. The plaintiff had obtained leave to serve the writ in Indonesia on the defendant. The defendant thereupon applied, inter alia, to set aside service of the writ and for a declaration that the court has no jurisdiction …
Construing A Treaty Against State Parties' Expressed Intentions: Sanum Investments Ltd V Government Of The Lao People’S Democratic Republic, Mahdev Mohan, Siraj Shaik Aziz
Construing A Treaty Against State Parties' Expressed Intentions: Sanum Investments Ltd V Government Of The Lao People’S Democratic Republic, Mahdev Mohan, Siraj Shaik Aziz
Research Collection Yong Pung How School Of Law
The Singapore Court of Appeal’s decision in Sanum Investments Ltd v Government of the Lao People’s Democratic Republic was a landmark one in several respects. A key aspect of this decision though may appear controversial at first blush – that is, the apex court placed less weight on the express views of state parties, even though Singapore itself was not a party to the relevant bilateral investment treaty (“BIT”). While doing so was admittedly “counter-intuitive”, the Court of Appeal did not set out to construe the BIT against the intentions of the contracting states. Rather, much turned on the critical …
Should Securities Regulators Allow Companies Going Public With Dual-Class Shares?, Aurelio Gurrea-Martinez
Should Securities Regulators Allow Companies Going Public With Dual-Class Shares?, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
In the past years, several companies, such as Google, Linkedin, Facebook, and Alibaba, went public with dual-class share structures, that is, share structures that typically include two classes of ordinary shares carrying unequal voting rights. Those shares with more voting rights (eg, ‘class A’ shares) are usually held by the company´s founders and executives, while the rest of the company´s share capital, formed by stock with regular voting rights (eg, ‘class B’ shares), is generally sold to outside investors.
A Call For Strengthening The Role Of Comparative Legal Analysis In The United States, Irene Calboli
A Call For Strengthening The Role Of Comparative Legal Analysis In The United States, Irene Calboli
Research Collection Yong Pung How School Of Law
This Essay highlights the importance of comparative legal analysis with particular emphasis on the role that this methodology could play for intellectual property scholarship in the United States. In particular, the theme of this Symposium aims at addressing “values,” “questions,” and “methods” in intellectual property law. In line with this theme, this Essay would like to make the case that comparative legal analysis could play a more prominent role as a scholarly methodology in the U.S. legal academy in the field of intellectual property. In turn, this could have a relevant impact on the questions addressed by scholars and provide …