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Full-Text Articles in Law

Covid‐19 And The Spotlight On Stakeholderism, Pearlie Koh Sep 2020

Covid‐19 And The Spotlight On Stakeholderism, Pearlie Koh

Research Collection 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”.


The Value Of Insolvency Law In The Covid‐19 Crisis, Aurelio Gurrea-Martinez Sep 2020

The Value Of Insolvency Law In The Covid‐19 Crisis, Aurelio Gurrea-Martinez

Research Collection 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


Stock Buybacks: Some Old Norm Should Remain New, Wei Zhang Sep 2020

Stock Buybacks: Some Old Norm Should Remain New, Wei Zhang

Research Collection 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 ...


Shareholders’ Rights And Corporate Meetings Post Covid‐19, Christopher Chao-Hung Chen Sep 2020

Shareholders’ Rights And Corporate Meetings Post Covid‐19, Christopher Chao-Hung Chen

Research Collection 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 Aug 2020

Singapore Property Tax Law As It Stands: The Rebus Sic Stantibus Principle And The Statutory Formula, Vincent Ooi

Research Collection 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 ...


Singapore's Legal And Economic Response To The Covid-19 Crisis: The Role Of Insolvency Law And Corporate Workouts, Aurelio Gurrea-Martinez, Samuel Loh Jul 2020

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 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 ...


Genuine Incorporation Or Tax Avoidance?, Liu Hern Kuan, Vincent Ooi May 2020

Genuine Incorporation Or Tax Avoidance?, Liu Hern Kuan, Vincent Ooi

Research Collection 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 ...


The Dark Side Of Implementing Basel Capital Requirements: Theory, Evidence, And Policy, Aurelio Gurrea-Martinez, Nydia Remolina Mar 2019

The Dark Side Of Implementing Basel Capital Requirements: Theory, Evidence, And Policy, Aurelio Gurrea-Martinez, Nydia Remolina

Research Collection School Of Law

Most fnancial systems around the world have imposed new capital requirements for banks in the past years. This policy seems to be justifed on two powerful economic grounds. First, better capitalized banks promote fnancial 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 confdence on a country's fnancial system. While acknowledging these potential benefts, this paper makes the ofen overlooked point that the full implementation of Basel capital requirements may be socially undesirable for poorer countries seeking 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 Jan 2019

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 School Of Law

This article examines the impact of aone-size-fits-all corporate governance code on smaller listed firms, which shouldhave fewer resources to hire more qualified independent directors for theirboards and board committees. After examining data from a sample of companieslisted in Hong Kong and Singapore, we find some limited support for these resources-basedarguments. While smaller firms do not necessarily have a lower proportion ofboard members who are independent directors, some evidence suggests that smallerfirms do pay less to independent directors and that these directors have toserve on multiple board committees. Although many larger firms also share theproblem of overloading their independent directors, the ...


Enforcing Town Councils’ Duties Of Financial Prudence: Problems Addressed By The Town Councils (Amendment) Act 2017, Benjamin Joshua Ong Oct 2018

Enforcing Town Councils’ Duties Of Financial Prudence: Problems Addressed By The Town Councils (Amendment) Act 2017, Benjamin Joshua Ong

Research Collection 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 ...


Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez Jan 2018

Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez

Research Collection School Of Law

The business judgment rule, as it has been traditionally understood, seems to be based on three underlying assumptions that make this rule economically desirable. First, directors are subject to a credible threat of being sued for a breach of the duty of care. Second, the primary role of the corporation is to maximise shareholder value. Third, shareholders want the directors to pursue those investment projects with the highest net present value regardless of their volatility. This article challenges these assumptions and argues that the business judgment rule might not be desirable in some jurisdictions outside the United States and even ...


A Relationship Of Reciprocal Influence: Singapore Company Law And The Economy, Vincent Ooi, Cheng Han Tan Jan 2018

A Relationship Of Reciprocal Influence: Singapore Company Law And The Economy, Vincent Ooi, Cheng Han Tan

Research Collection School Of Law

A strong reciprocal relationship has existed between Singapore Company Law (“SCL”) and the economy since Independence in 1965. Swift Parliamentary responses to economic events and successful implementation of Government policies has made it possible to clearly attribute cause and effect to statutory amendments and economic events in turn, proving the reciprocal relationship between the two. The first theme of this paper seeks to explain the fundamental characteristics of SCL that have resulted in such an unusually strong reciprocal relationship: the 1) Autochthonous nature of SCL; 2) Responsive nature of legislation; and 3) Government control at multiple levels of implementation. The ...


Regulating Squeeze-Outs Techniques By Controlling Shareholders: The Divergence Between Hong Kong And Singapore, Christopher C. H. Chen, Wei Zhang, Wai Yee Wan Jul 2017

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 School Of Law

No abstract provided.


Agency And Partnership Law [2016], Pearlie M. C. Koh, Stephen Noel Henry Bull Jul 2017

Agency And Partnership Law [2016], Pearlie M. C. Koh, Stephen Noel Henry Bull

Research Collection School Of Law

No abstract provided.


Agency And Partnership Law [2015], Pearlie M. C. Koh, Stephen Noel Henry Bull Jun 2016

Agency And Partnership Law [2015], Pearlie M. C. Koh, Stephen Noel Henry Bull

Research Collection 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.


The Balanced Scorecard Framework For Financial Advisers: A Pandora's Box, Kee Yang Low May 2016

The Balanced Scorecard Framework For Financial Advisers: A Pandora's Box, Kee Yang Low

Research Collection School Of Law

The much-anticipated Balanced Scorecard Framework for determining the remuneration of representatives and supervisors in the financial advisory industry came into force on 1 January 2016. The framework is a major development and is likely to transform the industry. This article seeks to explain the framework and its challenges.


Modernising Company Law: The Singapore Experience, Pey Woan Lee, Christopher C. H. Chen Mar 2016

Modernising Company Law: The Singapore Experience, Pey Woan Lee, Christopher C. H. Chen

Research Collection 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 Directors Or Officers Following The Company’S Unlawful Conduct, Wai Yee Wan Feb 2016

Corporate Claims Against Directors Or Officers Following The Company’S Unlawful Conduct, Wai Yee Wan

Research Collection School Of Law

When a company enters into a transaction or undertakes an action that turns out to be either illegal or otherwise exposes the company to substantial fines or other pecuniary sanctions, the question arises as to whether the company may then recover its fines, expenses and other losses from its directors and employees, in the absence of the relevant legislation specifically providing for, or denying a claim by, the company. In these cases, the board may have made a specific decision to cause the company to enter into the unlawful conduct or may have failed to prevent the improper conduct from ...


Directors’ Defence Of Reliance On Professional Advisers Under Anglo-Australian Law, Wai Yee Wan Mar 2015

Directors’ Defence Of Reliance On Professional Advisers Under Anglo-Australian Law, Wai Yee Wan

Research Collection School Of Law

This paper analyses the issue of whether directors may use reliance on professional advice as a defence to a claim for breach of duty to exercise care, skill and diligence under common law or companies legislation in England and Australia. While England and Australia share the same common law tradition and have similar statutory provisions on the standard of care of directors, an English court generally regards a director as acting reasonably when he seeks advice from a qualified and independent professional adviser in a specialist matter within his expertise. In the absence of any conflict of interest, reliance is ...


The Enigma Of Veil-Piercing, Pey Woan Lee Jan 2015

The Enigma Of Veil-Piercing, Pey Woan Lee

Research Collection School Of Law

In Prest v Petrodel Resources Ltd [2013] 3 WLR 1, Lord Sumption narrowly confined veil-piercing at common law to those cases where a controller had used a company under his control to evade a pre-existing legal liability. This article argues against this approach as it is so narrow that it practically abolished the jurisdiction. Instead, the jurisdiction should be preserved, and its exercise should be constrained by clearly articulated principles.


Corporate Claims Against Director For Paying Bribes On Company's Behalf: Ho Kang Peng V Scintronix (Formerly Ttl Holdings), Wai Yee Wan Nov 2014

Corporate Claims Against Director For Paying Bribes On Company's Behalf: Ho Kang Peng V Scintronix (Formerly Ttl Holdings), Wai Yee Wan

Research Collection 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).


Public-Private Partnership: The Chinese Dilemma, Henry S. Gao Oct 2014

Public-Private Partnership: The Chinese Dilemma, Henry S. Gao

Research Collection School Of Law

As noted by Greg Shaffer in his book ‘Defending Interests: Public-Private Partnerships in WTO Litigation’, the US and EU have different approaches to public-private partnership in dealing with foreign trade barriers: the former tends to be more ‘bottom-up’, while the latter tends to be ‘top-down’. Inspired by Shaffer’s work, this article examines China’s experience in establishing public-private partnership. Initially, China appeared to prefer the American approach by adopting the Rules on Trade Barrier Investigation (TBI), which empowers domestic firms to petition the government directly to launch investigation against foreign trade barriers. However, since 2005, China seems to have ...


A Reconsideration Of The Shareholder's Remedy For Oppression In Singapore, Pearlie Koh Mar 2013

A Reconsideration Of The Shareholder's Remedy For Oppression In Singapore, Pearlie Koh

Research Collection 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 ...


Independent Financial Advisers’ Opinions For Public Takeovers And Related Party Transactions In Singapore, Wai Yee Wan Jan 2012

Independent Financial Advisers’ Opinions For Public Takeovers And Related Party Transactions In Singapore, Wai Yee Wan

Research Collection School Of Law

This article examines the role and utility of opinions (IFA opinions) rendered by independent financial advisers (IFAs), who are required to be appointed in connection with takeovers of, and related party transactions entered into by, companies which are listed in Singapore. Three main problems are identified: (1) data from 122 IFA opinions issued between 2008 and 2010 in connection with takeover offers of Singapore-listed companies show that there are a significant number of IFAs who do not use the standard of “fair and reasonable” in assessing offers and instead use tests that are more equivocal, rendering the opinions less helpful ...


Equity Swaps And Implications In Company Law: An Examination Of Singapore Law, Chao-Hung Christopher Chen Jan 2012

Equity Swaps And Implications In Company Law: An Examination Of Singapore Law, Chao-Hung Christopher Chen

Research Collection School Of Law

This article explores issues from the use of equity swaps by corporate stakeholders under Singapore law. The article accepts that non-disclosure of economic interests might have an impact on market efficiency and corporate governance. To address potential problems, Singapore should consider revising the Takeover Code, while it requires further regulatory impact analysis to decide whether amendments to the Securities and Futures Act and the Companies Act are needed. As an alternative, companies can use their articles of association to impose a duty of disclosure before statutory intervention. In addition, the trading of equity swaps by directors raises issues about fiduciary ...


Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull Jan 2011

Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull

Research Collection School Of Law

No abstract provided.


The Validity Of Deal Protection Devices In Negotiatiated Acquisition Or Merger Transactions Under Anglo-American Law, Wai Yee Wan Apr 2010

The Validity Of Deal Protection Devices In Negotiatiated Acquisition Or Merger Transactions Under Anglo-American Law, Wai Yee Wan

Research Collection School Of Law

This paper analyses deal protection devices, specifically termination fees and lockup agreements, that are entered into by publicly listed target companies in favour of the preferred bidders, under Anglo-American law. US (specifically Delaware) and UK law and regulation differ markedly in the regulation of these devices. Delaware law generally gives more leeway for the target board to enter into deal protection devices. The UK regime is much more shareholder-centric and severely restricts most types of deal protections. This paper explains the differences and argues that the UK regime is the result of the strong influence of institutional share ownership. In ...


The Company And Its Directors As Co-Conspirators, Pey Woan Lee Sep 2009

The Company And Its Directors As Co-Conspirators, Pey Woan Lee

Research Collection 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 Sep 2009

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 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.


Business Crimes, Wai Yee Wan Jul 2009

Business Crimes, Wai Yee Wan

Research Collection School Of Law

There is no formal definition of a “business crime” or a “white-collar crime”in the context of Singapore legislation. Neither do any of these terms carryany legal significance. The term “white-collar crime” was popularised afterthe American sociologist, Edwin H Sutherland, delivered his presidentialaddress “White-Collar Criminality” in 1939 to the American SociologicalSociety, where he compared crime in the upper or white-collar class,composed of respectable or at least respected business and professionalmen, with that of the lower class, comprising persons of low socioeconomicstatus (E H Sutherland, “White-Collar Criminality” (1940) 5 AmericanSociological Review.