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Articles 91 - 120 of 135
Full-Text Articles in Business Organizations Law
The Law And Finance Of Initial Coin Offerings, Aurelio Gurrea-Martinez, Nydia Remolina Leon
The Law And Finance Of Initial Coin Offerings, Aurelio Gurrea-Martinez, Nydia Remolina Leon
Research Collection Yong Pung How School Of Law
The rise of new technologies is changing the way companies raise funds. Along with the increase of crowdfunding in recent years, the use of Initial Coin Offerings (ICOs) has emerged more recently as a new form to raise capital. Companies in the United States raised more than $4 billion in 2017 and over $6.3 billion were raised through ICOs in the first three months of 2018. In a typical ICO, a company receives cryptocurrencies in exchange for certain rights embodied in “tokens”, whose nature, treatment and implications are generating controversy among securities regulators around the world.
Negotiating The Legal Systems In Asean, Kee Yang Low, Philip Charles Zerrillo
Negotiating The Legal Systems In Asean, Kee Yang Low, Philip Charles Zerrillo
Asian Management Insights
One may ask: What is a thought piece on legal systems doing in a business magazine?
Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez
Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez
Research Collection Yong Pung How 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
A Relationship Of Reciprocal Influence: Singapore Company Law And The Economy, 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 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 …
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.
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.
La Incomprensible Vigencia De La Sección De Calificación En El Derecho Concursal Español Del Siglo Xxi, Aurelio Gurrea-Martinez
La Incomprensible Vigencia De La Sección De Calificación En El Derecho Concursal Español Del Siglo Xxi, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Spanish Abstract: El sistema de etiquetado o calificación de deudores existente en el Derecho concursal español desde las Ordenanzas de Bilbao de 1737 resulta indeseable por varios motivos. En primer lugar, y desde una perspectiva ex ante, puede perjudicar el emprendimiento, la innovación, la utilización de deuda y la solicitud tempestiva del concurso. En segundo lugar, y desde una perspectiva ex post, puede perjudicar la rehabilitación económica y social de determinados deudores que, en ocasiones, han podido devenir insolventes por causas fortuitas. En tercer lugar, el sistema actual permite que posibles deudores culpables e incluso fraudulentos puedan salir impunes en …
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 …
Takeover Defenses For Public Corporations In The U.S. And The Lessons To China, Wei Zhang
Takeover Defenses For Public Corporations In The U.S. And The Lessons To China, Wei Zhang
Research Collection Yong Pung How School Of Law
通 过 回 顾 数 十 年 来 有 关 公 司 并 购 的 社 会经济效果的经验性研究后发现 从社会经济的整体结果看 鼓励收购应当成为政策的基本导向。本文简要介绍了实践中美国上市公司收购防御的主要措 施 以及法院审查这些防御措施的基本态度和适用规则 强调了通过司法审查区分出收购防御的动监 控 目 标 公 司 管 理 层 自 利 防 御 的 重 要 性 。 以上述分析为基础 对于我国上市公司防御涉及的一系列独特问题 建 议 从 降 低 敌 意 收 购 的 制 度 成 本 、培养高素质的专业司法人才以及稳步推进证券发行的注册制改革三个政策方向进行认真考量
The 'Africanization' Of International Investment Law: The Pan-African Investment Code And The Reform Of The International Investment Regime, Makane Moïse Mbengue, Stefanie Schacherer
The 'Africanization' Of International Investment Law: The Pan-African Investment Code And The Reform Of The International Investment Regime, Makane Moïse Mbengue, Stefanie Schacherer
Research Collection Yong Pung How School Of Law
The Pan-African Investment Code (PAIC) is the first continent-wide African model investment treaty elaborated under the auspices of the African Union. The PAIC has been drafted from the perspective of developing and least-developed countries with a view to promote sustainable development. The PAIC contains a number of Africa-specific and innovative features, which presumably makes it today a unique legal instrument. Written in a time where the international investment community is still debating the future of international investment law, this article seeks to present and contextualize this first African model investment treaty. The article highlights the most innovative features of the …
El Ineficiente Diseño De La Legislación Concursal Española: Una Propuesta De Reforma A Partir De La Experiencia Comparada Y De Un Análisis Económico Del Derecho Concursal [The Inefficient Design Of The Spanish Bankruptcy Act: A Proposal To Enhance The Attractiveness Of The Spanish Bankruptcy Regime Based On An Economic And Comparative Analysis Of Insolvency Law] In Spanish, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Spain has one of the world´s lowest business bankruptcy rates (that is, number of business bankruptcies per firm). Some authors have argued that the low usage of bankruptcy procedures in Spain is due to a ‘cultural’ problem faced by Spanish entrepreneurs. According to this hypothesis, the lack of a ‘bankruptcy culture’ makes Spanish entrepreneurs to be afraid of the use of the bankruptcy system. In this paper, however, I advocate for a totally different hypothesis. In my opinion, the low rate of business bankruptcies in Spain is not due to a ‘cultural’ problem but to an institutional one. Namely, I …
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.
Bringing Down The Temperature, Singapore Management University
Bringing Down The Temperature, Singapore Management University
Perspectives@SMU
Governments have signed the Paris Agreement to address climate change. Businesses and individuals can play their part to keep the momentum going
The Balanced Scorecard Framework For Financial Advisers: A Pandora's Box, Kee Yang Low
The Balanced Scorecard Framework For Financial Advisers: A Pandora's Box, Kee Yang Low
Research Collection Yong Pung How 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
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.
Re-Examining The Business Judgment Rule From A Comparative Perspective: Is It Really In The Shareholders’ Interests?, Aurelio Gurrea-Martinez
Re-Examining The Business Judgment Rule From A Comparative Perspective: Is It Really In The Shareholders’ Interests?, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
One of the most remarkable features of US corporate law–at least, from the perspective of a foreign scholar–is the power given to the board of directors. Under current US corporate law (especially, in Delaware), the authority of the board of directors is not in significant question. Several arguments have been given to explain this reality; and various policy justifications may even support the lack of substantive checks on board discretion.
Corporate Claims Against Directors Or Officers Following The Company’S Unlawful Conduct, Wai Yee Wan
Corporate Claims Against Directors Or Officers Following The Company’S Unlawful Conduct, Wai Yee Wan
Research Collection Yong Pung How 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
Directors’ Defence Of Reliance On Professional Advisers Under Anglo-Australian Law, Wai Yee Wan
Research Collection Yong Pung How 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
The Enigma Of Veil-Piercing, Pey Woan Lee
Research Collection Yong Pung How 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
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).
Public-Private Partnership: The Chinese Dilemma, Henry S. Gao
Public-Private Partnership: The Chinese Dilemma, Henry S. Gao
Research Collection Yong Pung How 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 shifted to …
Enforcing Court Orders In A Foreign Land, Singapore Management University
Enforcing Court Orders In A Foreign Land, Singapore Management University
Perspectives@SMU
Give thought to crafting an arbitration clause in cross-border agreements to safeguard your business interests
La Cuestionada Deseabilidad Económica De La Business Judgment Rule En El Derecho Español, Aurelio Gurrea-Martinez
La Cuestionada Deseabilidad Económica De La Business Judgment Rule En El Derecho Español, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Spanish Abstract: El presente trabajo pretende evaluar la deseabilidad económica de la business judgment rule en el Derecho español. En este sentido, y a pesar de los beneficios generalmente asociados a la protección de la discrecionalidad empresarial de los administradores sociales, no creemos que la implementación de esta regla resulte necesaria ni, de hecho, deseable en el Derecho español, al menos, en los términos propuestos por la Comisión de Expertos en materia de Gobierno Corporativo y recientemente incorporada en la normativa española de sociedades. En primer lugar, no creemos que la instauración de la business judgment rule resulte necesaria ya …
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 …
Independent Financial Advisers’ Opinions For Public Takeovers And Related Party Transactions In Singapore, Wai Yee Wan
Independent Financial Advisers’ Opinions For Public Takeovers And Related Party Transactions In Singapore, Wai Yee Wan
Research Collection Yong Pung How 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
Equity Swaps And Implications In Company Law: An Examination Of Singapore Law, Chao-Hung Christopher Chen
Research Collection Yong Pung How 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
Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull
Research Collection Yong Pung How School Of Law
No abstract provided.
Alternative Investment Market: Assessment And Proposals For Its Deepening From The Perspective Of Small And Medium Enterprises, Andrea Patricia Alba Molina, Nydia Remolina Leon
Alternative Investment Market: Assessment And Proposals For Its Deepening From The Perspective Of Small And Medium Enterprises, Andrea Patricia Alba Molina, Nydia Remolina Leon
Research Collection Yong Pung How School Of Law
Resolution 400 of 1995 – whose provisions are now included in decree 2555 of 2010 – regulated the Second Market through the establishment of certain requirements aimed at facilitating the access and permanence of SMEs as issuers in the Colombian securities market. Notwithstanding the above, in the latest list of offerings authorized by the Superintendence of Finance addressed to the Second Market, it was found that there are no issuers that fall within the legal concept of SME. Considering such circumstance, the purpose of this study is to assess the current status of the Second Market, both in Colombia and …