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Full-Text Articles in Law
Judicial Review Of Directors' Duty Of Care: A Comparison Between U.S. & China, Zhaoyi Li
Judicial Review Of Directors' Duty Of Care: A Comparison Between U.S. & China, Zhaoyi Li
Articles
Articles 147 and 148 of the Company Law of the People’s Republic of China (“Chinese Company Law”) establish that directors owe a duty of care to their companies. However, both of these provisions fail to explain the role of judicial review in enforcing directors’ duty of care. The duty of care is a well-trodden territory in the United States, where directors’ liability is predicated on specific standards. The current American standard, adopted by many states, requires directors to “discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.” However, both …
Transnational Corporate Governance Codes: Lessons From Regulating Related Party Transactions In Hong Kong And Singapore, Christopher C. H. Chen, Wai Yee Wan
Transnational Corporate Governance Codes: Lessons From Regulating Related Party Transactions In Hong Kong And Singapore, Christopher C. H. Chen, Wai Yee Wan
Research Collection Yong Pung How School Of Law
Many jurisdictions around the world, includingAsia, have corporate governance codes largely based on the transnational codedrafted by the Organisation for Economic Cooperation and Development (OECD).The core ideas underpinning the OECD’s principles of corporate governance are boardindependence and proper management of conflicts of interest. These ideas, drawnfrom the Anglo-American model of corporate governance, are designed to protectcompanies and their shareholders. However, the question remains as to whether atransnational corporate governance code is always appropriate and effective, particularlywhen the kinds of companies listed on the stock exchange significantly differfrom the Anglo-American model. In this article, we examine Hong Kong andSingapore, two Asian …
Singapore Company Law And The Economy: Reciprocal Influence Over 50 Years, Vincent Ooi, Cheng Han Tan
Singapore Company Law And The Economy: Reciprocal Influence Over 50 Years, Vincent Ooi, Cheng Han Tan
Research Collection Yong Pung How 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 article seeks to explain the fundamental characteristics of SCL that have resulted in such an unusually strong reciprocal relationship: (1) Autochthonous nature of SCL; (2) Responsive nature of legislation; and (3) Government control at multiple levels of implementation. The second …
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 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 …
Dual-Class Shares In Singapore – Where Ideology Meets Pragmatism, Pey Woan Lee
Dual-Class Shares In Singapore – Where Ideology Meets Pragmatism, Pey Woan Lee
Research Collection Yong Pung How School Of Law
This article seeks to understand the rationale for and potential implications of the introduction of dual class shares (DCS) in Singapore. It does so by first considering the theoretical as well as evidential arguments for and against the use of DCS, followed by a survey on the reception (or otherwise) of such structures in four common law jurisdictions with vibrant capital markets, viz., Canada, the United States, United Kingdom and Hong Kong. It observes that the chief argument cited by business founders to justify the use of DCS structures is the desire to enhance a firm’s long-term profitability by shielding …
Board Independence As A Panacea To Tunnelling? An Empirical Study Of Related Party Transactions In Hong Kong And Singapore, Christopher C. H. Chen, Wai Yee Wan, Wei Zhang
Board Independence As A Panacea To Tunnelling? An Empirical Study Of Related Party Transactions In Hong Kong And Singapore, Christopher C. H. Chen, Wai Yee Wan, Wei Zhang
Research Collection Yong Pung How School Of Law
In this article, we examine a general question: is the legal transplantation of corporate governance rule effective in curtailing agency costs? Entering into the 21st century, we have seen reforms of corporate governance standards in the Far East since the Asian Financial Crisis in 1997, including in Hong Kong and Singapore. These reforms built on the Anglo-American model of corporate governance in the UK and US supported by broad academic literature of connecting better corporate governance with firm value and identifying the association of tunneling or wrongdoings with poor corporate governance practices. The idea is also to provide more checks-and-balances …
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 …
Controlling Shareholders In Concentrated Ownership Structures In Singapore, Wai Yee Wan
Controlling Shareholders In Concentrated Ownership Structures In Singapore, Wai Yee Wan
Research Collection Yong Pung How School Of Law
The talk outlines the corporate governance challenges in respect of listed companies in Singapore that have concentrated shareholdings.
The Statutory Derivative Action In Singapore: A Critical And Comparative Examination, Pearlie Koh
The Statutory Derivative Action In Singapore: A Critical And Comparative Examination, Pearlie Koh
Research Collection Yong Pung How School Of Law
As a mechanism for shareholder control of corporate wrongs and thus as a tool of corporate governance, the statutory derivative action has had much international attention given to it, particularly in the last 10 years. Singapore introduced its statutory derivative action in 1993 and since then, there have been two reported cases in which the action was invoked. In this paper, I consider the Singapore derivative action as contained in sections 216A and 216B of the Singapore Companies Act. The approach taken is a comparative one as I also look at the statutory derivative actions in Australia and other common …