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Articles 91 - 120 of 125
Full-Text Articles in Business Organizations Law
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.
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 …
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 …
The Validity Of Deal Protection Devices In Negotiatiated Acquisition Or Merger Transactions Under Anglo-American Law, Wai Yee Wan
The Validity Of Deal Protection Devices In Negotiatiated Acquisition Or Merger Transactions Under Anglo-American Law, Wai Yee Wan
Research Collection Yong Pung How 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 …
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 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 …
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 …
The Validity Of Deal Protection Devices Under Anglo-American Law, Wai Yee Wan
The Validity Of Deal Protection Devices Under Anglo-American Law, Wai Yee Wan
Research Collection Yong Pung How School Of Law
This paper analyzes deal protection devices, specifically termination fees and lockup agreements, that are entered into by publicly listed target companies in favor of the bidders, under Anglo-American law. U.S. (specifically Delaware) and U.K. 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 U.K. regime is much more shareholder-centric and severely restricts most types of deal protections. This paper examines the differences and argues that the U.K. regime is the result of the strong influence of institutional share ownership. In contrast, …
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 …
The Japanization Of American Corporate Governance? Evidence Of The Never-Ending History For Corporate Law, Dan W. Puchniak
The Japanization Of American Corporate Governance? Evidence Of The Never-Ending History For Corporate Law, Dan W. Puchniak
Research Collection Yong Pung How School Of Law
The debate over corporate governance convergence has been heated for years and has created a cottage industry of experts. It is premised on the false assumption that American corporate governance has reached the end of its evolution by adopting a shareholder primacy and dispersed shareholding governance model. This article demonstrates that American corporate governance continues to evolve and that as such the convergence debate is fundamentally flawed and not worth fixing. The point of this article is simple: there is no endpoint corporate governance model. There is no optimally efficient American model. There is no optimally efficient Japanese model. To …
Financial Assistance - The Case For Re-Examining Section 76 Of The Companies Act, Wai Yee Wan
Financial Assistance - The Case For Re-Examining Section 76 Of The Companies Act, Wai Yee Wan
Research Collection Yong Pung How School Of Law
Section 76 of the Companies Act prohibits the giving by a company of financial assistance for the purpose of or in connection with the acquisition of its own shares. This penal provision is highly controversial in view of its breadth and uncertainty in its application. In the recent criminal prosecution of PP v Lew Syn Pau and in the recent civil litigation of Wu Yang Construction Group v Zhejiang Jinyi Group Co, Ltd, the Singapore High Court had to determine the scope of the prohibition under s 76 of the Companies Act. This case comment examines the two Singapore decisions …
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.
The Great Divide: Considering Section 157a Of The Singapore Companies Act, Pearlie Koh
The Great Divide: Considering Section 157a Of The Singapore Companies Act, Pearlie Koh
Research Collection Yong Pung How School Of Law
The manner in which the powers of a company are carved out to be exercised by either the general meeting of shareholders or its board of directors is often a matter of interpretation of the constitution of the company. This approach retains a fair amount of flexibility in the differing models of power allocation that may be adopted by incorporators, but once carved out, the power allocation usually remains sacrosanct until such time as the constitution is validly altered. This was the position in Singapore before 2003. In 2003, the Companies Act of Singapore was amended to include s 157A, …