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Articles 151 - 169 of 169
Full-Text Articles in Commercial Law
An Issue Of Absolution: Section 391 Of The Companies Act, Pearlie Koh
An Issue Of Absolution: Section 391 Of The Companies Act, Pearlie Koh
Research Collection Yong Pung How School Of Law
There is an obvious tension in the imposition of directors’ duties. Whilst directors being the management, and therefore the eyes, ears and brain of the corporate person, must be given sufficient discretion to take on entrepreneurial (and hence risky) ventures with a view to profit maximisation, there is also the need to curb excesses, as the potential or opportunity for mismanagement, negligence and fraud is omnipresent. [T]his short article considers section 391 of the Companies Act (Cap 50), arguably the statutory nemesis of directors’ duties. Section 391 gives jurisdiction to the court hearing the case to relieve an officer from …
Once A Director, Always A Fiduciary?, Pearlie Koh
Once A Director, Always A Fiduciary?, Pearlie Koh
Research Collection Yong Pung How School Of Law
The corporate director is subject to duties of good faith and loyalty. As he stands in a fiduciary position vis-a-vis the company on whose board he sits, he is subject to strict obligations of self-denial. Indeed, ensuring adherence to an absolute rule in this regard is justified by the need to control, albeit in a necessarily imperfect and arguably ineffective manner, the exercise of discretion by the director who stands in an undoubted position of power with respect to the company. A director therefore is obliged to avoid a conflict of interests and is prohibited from profiting from his office. …
The Director's Fiduciary Obligations: A Fresh Look?, Pearlie Koh
The Director's Fiduciary Obligations: A Fresh Look?, Pearlie Koh
Research Collection Yong Pung How School Of Law
It is a pillar of equity that a person in a fiduciary position must not make a profit out of his trust which is part of the wider rule that a trustee must not place himself in a position where his duty and his interest may conflict (per Lord Upjohn in Phipps v. Boardman [1967] 2 A.C. 46, 123). The House of Lords in Regal (Hastings) v. Gulliver [1942] 1 All E.R. 378 demonstrated the unrelenting nature, and some have argued inequitable severity (see, e.g., Jones, (1968) 84 L.Q.R. 472), of the director-fiduciary’s obligations to his company. Such absolutism (Lowry …
The Law Of Guarantees In Singapore & Malaysia, Kee Yang Low
The Law Of Guarantees In Singapore & Malaysia, Kee Yang Low
Research Collection Yong Pung How School Of Law
No abstract provided.
The Executives Guide To Business & The Law, Kee Yang Low, Benny Tabalujan
The Executives Guide To Business & The Law, Kee Yang Low, Benny Tabalujan
Research Collection Yong Pung How School Of Law
No abstract provided.
The Role Of Boards And Stakeholders In Corporate Governance, Victor C. S. Yeo, Pearlie M. C. Koh
The Role Of Boards And Stakeholders In Corporate Governance, Victor C. S. Yeo, Pearlie M. C. Koh
Research Collection Yong Pung How School Of Law
This paper was written specifically for the OECD Third Asian Roundtable on Corporate Governance, held in Singapore in April 2001, the theme of which was "the Role of Boards and Stakeholders in Corporate Governance". It goes without saying that a significant part of corporate governance is about managerial control and accountability. The duties imposed on directors, how Board members are chosen, Board composition, the interaction between members, the roles and responsibilities that Boards undertake, both as a whole and by their individual members, all have significant impact on the efficacy and propriety of the Board in fulfilling its functions. This …
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 …
Commentary On 'The Renegotiation Of Contracts', Howard Hunter
Commentary On 'The Renegotiation Of Contracts', Howard Hunter
Research Collection Yong Pung How School Of Law
Professor John Carter has identified a theme of growing importance in commercial transactions, especially as the number of those that are long in duration and that cross political or cultural lines increases. It is difficult under the best of circumstances ex ante to negotiate for all contingencies in a dynamic economy. Allowing, or requiring, post hoc renegotiations every time there is a change in circumstances could reduce substantially the utility of contract as a risk allocation device that provides some measure of privately ordered certainty unless the use of post hoc renegotiation is carefully circumscribed.
Comment On 'Profits Derived From Breach Of Contract Or Restitution', Howard Hunter
Comment On 'Profits Derived From Breach Of Contract Or Restitution', Howard Hunter
Research Collection Yong Pung How School Of Law
There is little with which to disagree in Professor Waddams' paper on the categorisation of damage recoveries in the cases posited, viz, those involving a breach which results in benefit to the breaching party but no loss of any consequence to the nonbreaching party. If the goal of contract remedies is to compensate the plaintiff for loss, then, presumably, there should be no recovery at all in such cases. At most there might be nominal damages to compensate for some transaction costs or perhaps as a ’declaration of rights’. In some of the cases considered by Waddams, breach might be …
Remedies Available For Breach Of Contract Under The Un Convention On Contracts For The International Sale Of Goods, Locknie Hsu
Remedies Available For Breach Of Contract Under The Un Convention On Contracts For The International Sale Of Goods, Locknie Hsu
Research Collection Yong Pung How School Of Law
This article, which is complementary to the previous one [(1996) 8 SAcLJ 104], examines in detail the remedies available under the UN Convention on Contracts for the International Sale of Goods, which recently came into force in Singapore. Where appropriate, brief comparisons are made with the remedies available under the Sale of Goods Act.
For Better Of For Worse: The Statutory Derivative Action In Singapore, Pearlie Koh
For Better Of For Worse: The Statutory Derivative Action In Singapore, Pearlie Koh
Research Collection Yong Pung How School Of Law
Managerial accountability (or the lack of it) to shareholders has been described as “one of the major socio-legal problems of the twentieth century”. That such a comment has come to be made seems inevitable given the fact that common law courts have consistently upheld, in the absence of fraud, the managerial authority of the Board against the shareholders in general meeting. The Directors have almost absolute authority to decide what is, in their opinion, in the commercial interests of the company. The concerns of shareholders are obvious in public companies where, for the sake of economic efficiency and as a …
The Duty Of Good Faith And The Security Of Performance, Howard Hunter
The Duty Of Good Faith And The Security Of Performance, Howard Hunter
Research Collection Yong Pung How School Of Law
John Carter's paper provides a good discussion of many fundamental problems associated with the satisfactory enforcement of contractual obligations. In reviewing the various subtopics of the conference, he posits a scale of 'security' for performance that runs from simple reliance on the promisor's word to that of the chattel or real property mortgage with maximum rights of self-help in the promisee. In this commentary on his paper, I will argue that the greatest security for any promisee remains the word of the promisor and that this is so for reasons beyond those of honour. First, the duty of good faith …
Sales Of Goods Issues: Introduction, Howard Hunter
Sales Of Goods Issues: Introduction, Howard Hunter
Research Collection Yong Pung How School Of Law
No abstract provided.
Good Faith In English Law, Howard Hunter
Good Faith In English Law, Howard Hunter
Research Collection Yong Pung How School Of Law
'Good faith' is a term often used but rarely defined or analysed with care. In this short volume O'Connor has undertaken a formidable task: the development of a general principle of good faith that is applicable throughout English law. He begins with a proposed definition and then proceeds through brief analyses of the good faith concept in six areas of the law (administrative law, contracts, company law, criminal law, torts, trusts and property). He makes a quick excursion across the Channel to consider the civil law approach to the principle of good faith and then concludes with a chapter devoted …
Commentary On Pitfalls Of Force Majeure Clauses, Howard Hunter
Commentary On Pitfalls Of Force Majeure Clauses, Howard Hunter
Research Collection Yong Pung How School Of Law
Professor Yates has covered in considerable detail the major problem areas in the use of force majeure clauses. His work is admirable in its technical details as well as in its use for the practitioner. I wish to add but a few brief comments about 2 chronic difficulties with the enforcement of force majeure clauses. To some extent these difficulties are common to all cases that involve excuse by way of frustration, impossibility, or commercial impracticability. The first has to do with foreseeability and the second has to do with post-excuse remedies. It has become a truism that a force …
Quantum Meruit And Building Contracts: Part Ii Does The Contract Price Put A Ceiling On A Recovery Via A Quantum Meruit?, Howard Hunter, J. W. Carter
Quantum Meruit And Building Contracts: Part Ii Does The Contract Price Put A Ceiling On A Recovery Via A Quantum Meruit?, Howard Hunter, J. W. Carter
Research Collection Yong Pung How School Of Law
The question posed by the title of this part of the article has been the subject of a substantial amount of commentary by American legal scholars and has been a central issue in a number of cases, almost all of them involving building contracts. The problem is easy to state: P and D have an agreement for P to construct a building for a total consideration of $X. When P is partially finished, D breaches. If the contract price and the value of the work to date roughly coincide, there is usually little problem in determining P's recovery. The standard …
Quantum Meruit And Building Contracts: Part I The Quantum Meruit Concept, Howard Hunter, J. W. Carter
Quantum Meruit And Building Contracts: Part I The Quantum Meruit Concept, Howard Hunter, J. W. Carter
Research Collection Yong Pung How School Of Law
The aim of this article is to discuss the restitutionary principles applicable to quantum meruit claims in building contracts. In the first part we consider the concept itself and identify the contexts in which such a claim is pursued. In the second part of the article, to be published in the next issue of the JCL, attention is directed, principally, to one issue, namely whether the contract price constitutes a ceiling on the amount recoverable under a quantum meruit claim following breach by the defendant.
Theoretical Conundrums And Practical Solutions In Singapore Commercial Law: A Review And Application Of Section 5 Of The Civil Law Act, Andrew B.L. Phang
Theoretical Conundrums And Practical Solutions In Singapore Commercial Law: A Review And Application Of Section 5 Of The Civil Law Act, Andrew B.L. Phang
Research Collection Yong Pung How School Of Law
Singapore plays an important role as a centre of trade and finance. For that reason, therefore, commercial law is arguably the most important branch of law in this island republic.
Prescription Drugs And Open Housing: More On Commercial Speech, Howard Hunter
Prescription Drugs And Open Housing: More On Commercial Speech, Howard Hunter
Research Collection Yong Pung How School Of Law
It has long been an assumption of American democracy that the liberties guaranteed by the First Amendment to the Constitution are fundamental to the development and success of a democratic society. The freedom to speak one's mind, to publish one's thoughts, to petition the government for a redress of grievances, and to worship or to refrain from worshipping according to one's conscience are those freedoms which set a democratic society apart from other forms of political organization. They provide the individual with the opportunity for self-fulfillment and the society with the benefit of the thoughts, ideas, and aspirations of an …