LL.M (Cambridge) | LL.B (First Class Honours) (Exeter) | Advocate & Solicitor (Singapore) | Solicitor (England & Wales) | Lecturer of Law, Singapore University of Social Sciences | Member, Society of Legal Scholars | Of Counsel, RHTLaw Asia LLP | SILE Commendation List (Part B Bar Exams, Singapore) | Baker McKenzie alumni | Treasurer, Asia Pacific Institute of Experts (APIEx) | Corporate Committee Member, Singapore Institute of Directors | Life Member, Oxford & Cambridge Society of Singapore | Accredited Mediator, Singapore International Mediation Institute (SIMI) | Teaching Excellence Award (Honourable Mention) Certificate 2021 | Teaching Excellence Award 2022 | Address: 463 Clementi Road, Singapore 599494
The article takes a look at China's common prosperity model and the effect of these policies on C... more The article takes a look at China's common prosperity model and the effect of these policies on China's real estate companies and tech sector. It also explores key takeaways for Singapore.
The technology can potentially facilitate real estate transactions for a faster, easier and more ... more The technology can potentially facilitate real estate transactions for a faster, easier and more secure transfer process.
In recent years, the phenomenal rise of tech companies, specifically in Asia, has seen as many as... more In recent years, the phenomenal rise of tech companies, specifically in Asia, has seen as many as 35 startups achieving unicorn status in Southeast Asia alone. Some of these companies call Singapore home. But as they began making waves in the market for their plans to go public, their decisions to bypass the Singapore Exchange (SGX) have also raised eyebrows.
The Singapore Court of Appeal’s decision in Beyonics Asia Pacific v Goh Chan Peng [2021] SGCA(I) ... more The Singapore Court of Appeal’s decision in Beyonics Asia Pacific v Goh Chan Peng [2021] SGCA(I) 2 (‘2021 CA’) arose after a quintet of cases between a company and its former director for breach of his fiduciary duties. In a paper (co-written with Muhammad Bin K M A Jahabar Sathik), which was recently published in the Singapore Academy of Law Journal, we explore the Court of Appeal’s decision in greater detail.
In Chief Justice Sundaresh Menon’s speech to the American Law Institute’s 93rd Annual Meeting in ... more In Chief Justice Sundaresh Menon’s speech to the American Law Institute’s 93rd Annual Meeting in May 2016, he recounted how as a student at Harvard in the early 1990s, there were many people who had never heard of Singapore and how it had been described as an ‘improbable nation’.
This case note discusses the decision of the Court of Appeal in Beyonics Asia Pacific Ltd v Goh C... more This case note discusses the decision of the Court of Appeal in Beyonics Asia Pacific Ltd v Goh Chan Peng [2021] SGCA(I) 2, which arose after a quintet of cases between a company and its former director for breach of his fiduciary duties. The decision also demonstrates an application of the current test for causation where breaches of fiduciary duties are concerned, a test first adopted by the Court of Appeal in Sim Poh Ping v Winsta Holding Pte Ltd [2020] 1 SLR 1199. This note also explores the effects of the Court of Appeal's decisions on issues which are vital to companies, such as the doctrine of separate legal entity for subsidiary companies, the doctrine of res judicata and judicial treatment of the single economic entity concept in Singapore.
12-year old Benyamin Ahmed has recently launched two NFTs and made close to half a million dollar... more 12-year old Benyamin Ahmed has recently launched two NFTs and made close to half a million dollars. He is not the only one to benefit from NFTs. The surging popularity of NFTs mean that a greater understanding of NFTs would be required and regulators would need to deal with this new asset class in order to safeguard the interests of both buyers and sellers of NFTs. Legal advisors would need to be well-equipped to advise their clients and protect their interests accordingly. This article is an attempt to shed some light on NFTs and discuss some potential regulatory issues surrounding NFTs.
In light of Singapore’s commitment to climate change targets post-COP26, it needs to review corpo... more In light of Singapore’s commitment to climate change targets post-COP26, it needs to review corporate stewardship and regulation.
The primary obstacle to acceptance by the UK of the primacy of EU law is the constitutional princ... more The primary obstacle to acceptance by the UK of the primacy of EU law is the constitutional principle of parliamentary sovereignty. It is not the aim of this paper to explore why such a conflict arises. Instead, this paper argues that the failure with the doctrine of primacy acquiescing with parliamentary sovereignty is in a lack of recognition that the two doctrines have evolved with the passage of time. This paper explores selected developments in national identity, fundamental rights and the economic frontiers of EU law. The issue is how such a conflict should have been reinterpreted in order to establish a mutual acquiescence between the two doctrines, paying particular attention to the external and internal pressures affecting primacy of EU law as well as the constitutional developments reshaping parliamentary sovereignty. The solution would have been to accept and apply the principle of mutual respect and communication, accepting that conflicts are inevitable, instead of dabbling in political euphemisms and nationalistic pride, which would have perhaps worked towards averting an ill-timed Brexit.
The doctrine of UK parliamentary sovereignty is under threat. Recent developments have exacerbate... more The doctrine of UK parliamentary sovereignty is under threat. Recent developments have exacerbated this effect. The article looks at some recent events affecting parliamentary sovereignty and whether there continues to be a future for the doctrine.
Blockchain technology and its various applications have been gaining momentum rapidly in recent y... more Blockchain technology and its various applications have been gaining momentum rapidly in recent years. With the ability to disrupt whole industries and multinational corporations, regulators have become aware of its potential as much as being wary of its inherent risks. This article seeks to shed light on the intricacies of blockchain, its opportunities and threats, the current legal regime in Singapore, and its effectiveness in mitigating inherent legal risks.
Historically, an aggrieved minority shareholder, “X”, is faced with two primary conundrum, (a) X ... more Historically, an aggrieved minority shareholder, “X”, is faced with two primary conundrum, (a) X does not have standing to sue an errant director or require the board to account as a result of the rule in Foss v Harbottle (1843) 2 Hare 461 (“Foss v Harbottle”); and (b) companies operate on the basis of majority rule (see Pearlie Koh, Company Law (LexisNexis, 2017) at para 6.5). The law has come a long way since then and now provides minority shareholder with two distinct avenues to seek redress: (a) the statutory derivative action for corporate wrongs and (b) a remedial order under s 216 of the Companies Act (Cap 50, 2006 Rev Ed) (“CA”) for personal wrongs.
In recent times, this raises yet another Gordian knot: that sometimes s 216 CA is used to pursue what is essentially a corporate claim. This problem was first expressly raised by the Court of Appeal in Ng Kek Wee v Sim City Technology Ltd [2014] 4 SLR 723 (“Ng Kek Wee”) at [63]-[64]. Subsequently, the Court of Appeal went on to develop a framework in Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters [2018] 2 SLR 333 (“Sakae Holdings”) to ascertain if a claim pursued under s 216 CA properly involved a personal wrong, or if the claim concerned a corporate wrong and was an abuse of process that should have been pursued under s 216A instead (Sakae Holdings at [116]). The two-step framework had provided a very clear guidance to determine if a wrong should be pursued under s 216 or s 216A, especially when there was a considerable overlap. This commentary addresses a new Court of Appeal decision in this area, Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal [2020] 1 SLR 771 (“Ascend Field”).
The article discusses a recent case in Singapore, Red Star Marine Consultants Pte Ltd v Personal ... more The article discusses a recent case in Singapore, Red Star Marine Consultants Pte Ltd v Personal Representatives of Satwant Kaur d/o Sardara Singh, deceased and another [2019] SGCA 76, in relation to corporate attribution.
For some years now, the motor trading industry has come up as Number One or Two on the complaints... more For some years now, the motor trading industry has come up as Number One or Two on the complaints list of the Consumer Association of Singapore (Case). The consumer watchdog has recently said that from December 2018 to September this year, it had received 26 complaints involving over S$820,000 in prepayment losses relating to the closure of at least seven car dealers.
The commentary will address the Court of Appeal’s decision in The Wellness Group Pte Ltd v Paris ... more The commentary will address the Court of Appeal’s decision in The Wellness Group Pte Ltd v Paris Investment Pte Ltd and Others [2018] SGCA 47 (“Director’s Appointment Suit CA”) as well as some practical implications for corporate lawyers. It is worth noting that Director Appointment Suit CA was an appeal from the earlier High Court’s decision in [2017] SGHC 298 (“Director’s Appointment Suit HC”). The dispute in Director’s Appointment Suit HC had its roots in the earlier High Court’s case in [2016] 3 SLR 729 (“Minority Oppression Suit”).
Westminster Law Review Volume 4, Issue 1, May 31, 2015
This article analyses in detail the decision by the Supreme Court in Re J (Care proceedings: Poss... more This article analyses in detail the decision by the Supreme Court in Re J (Care proceedings: Possible perpetrators) [2013] UKSC 9. The case concerned a parent who was part of a pool of perpetrators who had caused the death of a child and had their second child removed from their care. Subsequently this parent relocated and started a new family. The children in this new family nucleus were the subject of a care order under s. 31(2) of the Children Act 1989 on the basis that this parent was part of a pool of perpetrators who had caused the death of a child previously. This article ascribes some of the difficulty in the court’s reasoning to the interpretation of the standard of proof and the meaning of significant harm. After considering these unsettled legal issues, the article moves on to reflect on the attribution element of the test. The article then deliberates some of the recent cases preceding Re J and identifies the general sentiment towards the decision in Re J. It then offers an opposing view in direct contrast to these general sentiments. Finally, it considers whether the court could have proceeded on any alternative legal basis and discusses some of the proposed reforms.
The article takes a look at China's common prosperity model and the effect of these policies on C... more The article takes a look at China's common prosperity model and the effect of these policies on China's real estate companies and tech sector. It also explores key takeaways for Singapore.
The technology can potentially facilitate real estate transactions for a faster, easier and more ... more The technology can potentially facilitate real estate transactions for a faster, easier and more secure transfer process.
In recent years, the phenomenal rise of tech companies, specifically in Asia, has seen as many as... more In recent years, the phenomenal rise of tech companies, specifically in Asia, has seen as many as 35 startups achieving unicorn status in Southeast Asia alone. Some of these companies call Singapore home. But as they began making waves in the market for their plans to go public, their decisions to bypass the Singapore Exchange (SGX) have also raised eyebrows.
The Singapore Court of Appeal’s decision in Beyonics Asia Pacific v Goh Chan Peng [2021] SGCA(I) ... more The Singapore Court of Appeal’s decision in Beyonics Asia Pacific v Goh Chan Peng [2021] SGCA(I) 2 (‘2021 CA’) arose after a quintet of cases between a company and its former director for breach of his fiduciary duties. In a paper (co-written with Muhammad Bin K M A Jahabar Sathik), which was recently published in the Singapore Academy of Law Journal, we explore the Court of Appeal’s decision in greater detail.
In Chief Justice Sundaresh Menon’s speech to the American Law Institute’s 93rd Annual Meeting in ... more In Chief Justice Sundaresh Menon’s speech to the American Law Institute’s 93rd Annual Meeting in May 2016, he recounted how as a student at Harvard in the early 1990s, there were many people who had never heard of Singapore and how it had been described as an ‘improbable nation’.
This case note discusses the decision of the Court of Appeal in Beyonics Asia Pacific Ltd v Goh C... more This case note discusses the decision of the Court of Appeal in Beyonics Asia Pacific Ltd v Goh Chan Peng [2021] SGCA(I) 2, which arose after a quintet of cases between a company and its former director for breach of his fiduciary duties. The decision also demonstrates an application of the current test for causation where breaches of fiduciary duties are concerned, a test first adopted by the Court of Appeal in Sim Poh Ping v Winsta Holding Pte Ltd [2020] 1 SLR 1199. This note also explores the effects of the Court of Appeal's decisions on issues which are vital to companies, such as the doctrine of separate legal entity for subsidiary companies, the doctrine of res judicata and judicial treatment of the single economic entity concept in Singapore.
12-year old Benyamin Ahmed has recently launched two NFTs and made close to half a million dollar... more 12-year old Benyamin Ahmed has recently launched two NFTs and made close to half a million dollars. He is not the only one to benefit from NFTs. The surging popularity of NFTs mean that a greater understanding of NFTs would be required and regulators would need to deal with this new asset class in order to safeguard the interests of both buyers and sellers of NFTs. Legal advisors would need to be well-equipped to advise their clients and protect their interests accordingly. This article is an attempt to shed some light on NFTs and discuss some potential regulatory issues surrounding NFTs.
In light of Singapore’s commitment to climate change targets post-COP26, it needs to review corpo... more In light of Singapore’s commitment to climate change targets post-COP26, it needs to review corporate stewardship and regulation.
The primary obstacle to acceptance by the UK of the primacy of EU law is the constitutional princ... more The primary obstacle to acceptance by the UK of the primacy of EU law is the constitutional principle of parliamentary sovereignty. It is not the aim of this paper to explore why such a conflict arises. Instead, this paper argues that the failure with the doctrine of primacy acquiescing with parliamentary sovereignty is in a lack of recognition that the two doctrines have evolved with the passage of time. This paper explores selected developments in national identity, fundamental rights and the economic frontiers of EU law. The issue is how such a conflict should have been reinterpreted in order to establish a mutual acquiescence between the two doctrines, paying particular attention to the external and internal pressures affecting primacy of EU law as well as the constitutional developments reshaping parliamentary sovereignty. The solution would have been to accept and apply the principle of mutual respect and communication, accepting that conflicts are inevitable, instead of dabbling in political euphemisms and nationalistic pride, which would have perhaps worked towards averting an ill-timed Brexit.
The doctrine of UK parliamentary sovereignty is under threat. Recent developments have exacerbate... more The doctrine of UK parliamentary sovereignty is under threat. Recent developments have exacerbated this effect. The article looks at some recent events affecting parliamentary sovereignty and whether there continues to be a future for the doctrine.
Blockchain technology and its various applications have been gaining momentum rapidly in recent y... more Blockchain technology and its various applications have been gaining momentum rapidly in recent years. With the ability to disrupt whole industries and multinational corporations, regulators have become aware of its potential as much as being wary of its inherent risks. This article seeks to shed light on the intricacies of blockchain, its opportunities and threats, the current legal regime in Singapore, and its effectiveness in mitigating inherent legal risks.
Historically, an aggrieved minority shareholder, “X”, is faced with two primary conundrum, (a) X ... more Historically, an aggrieved minority shareholder, “X”, is faced with two primary conundrum, (a) X does not have standing to sue an errant director or require the board to account as a result of the rule in Foss v Harbottle (1843) 2 Hare 461 (“Foss v Harbottle”); and (b) companies operate on the basis of majority rule (see Pearlie Koh, Company Law (LexisNexis, 2017) at para 6.5). The law has come a long way since then and now provides minority shareholder with two distinct avenues to seek redress: (a) the statutory derivative action for corporate wrongs and (b) a remedial order under s 216 of the Companies Act (Cap 50, 2006 Rev Ed) (“CA”) for personal wrongs.
In recent times, this raises yet another Gordian knot: that sometimes s 216 CA is used to pursue what is essentially a corporate claim. This problem was first expressly raised by the Court of Appeal in Ng Kek Wee v Sim City Technology Ltd [2014] 4 SLR 723 (“Ng Kek Wee”) at [63]-[64]. Subsequently, the Court of Appeal went on to develop a framework in Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters [2018] 2 SLR 333 (“Sakae Holdings”) to ascertain if a claim pursued under s 216 CA properly involved a personal wrong, or if the claim concerned a corporate wrong and was an abuse of process that should have been pursued under s 216A instead (Sakae Holdings at [116]). The two-step framework had provided a very clear guidance to determine if a wrong should be pursued under s 216 or s 216A, especially when there was a considerable overlap. This commentary addresses a new Court of Appeal decision in this area, Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal [2020] 1 SLR 771 (“Ascend Field”).
The article discusses a recent case in Singapore, Red Star Marine Consultants Pte Ltd v Personal ... more The article discusses a recent case in Singapore, Red Star Marine Consultants Pte Ltd v Personal Representatives of Satwant Kaur d/o Sardara Singh, deceased and another [2019] SGCA 76, in relation to corporate attribution.
For some years now, the motor trading industry has come up as Number One or Two on the complaints... more For some years now, the motor trading industry has come up as Number One or Two on the complaints list of the Consumer Association of Singapore (Case). The consumer watchdog has recently said that from December 2018 to September this year, it had received 26 complaints involving over S$820,000 in prepayment losses relating to the closure of at least seven car dealers.
The commentary will address the Court of Appeal’s decision in The Wellness Group Pte Ltd v Paris ... more The commentary will address the Court of Appeal’s decision in The Wellness Group Pte Ltd v Paris Investment Pte Ltd and Others [2018] SGCA 47 (“Director’s Appointment Suit CA”) as well as some practical implications for corporate lawyers. It is worth noting that Director Appointment Suit CA was an appeal from the earlier High Court’s decision in [2017] SGHC 298 (“Director’s Appointment Suit HC”). The dispute in Director’s Appointment Suit HC had its roots in the earlier High Court’s case in [2016] 3 SLR 729 (“Minority Oppression Suit”).
Westminster Law Review Volume 4, Issue 1, May 31, 2015
This article analyses in detail the decision by the Supreme Court in Re J (Care proceedings: Poss... more This article analyses in detail the decision by the Supreme Court in Re J (Care proceedings: Possible perpetrators) [2013] UKSC 9. The case concerned a parent who was part of a pool of perpetrators who had caused the death of a child and had their second child removed from their care. Subsequently this parent relocated and started a new family. The children in this new family nucleus were the subject of a care order under s. 31(2) of the Children Act 1989 on the basis that this parent was part of a pool of perpetrators who had caused the death of a child previously. This article ascribes some of the difficulty in the court’s reasoning to the interpretation of the standard of proof and the meaning of significant harm. After considering these unsettled legal issues, the article moves on to reflect on the attribution element of the test. The article then deliberates some of the recent cases preceding Re J and identifies the general sentiment towards the decision in Re J. It then offers an opposing view in direct contrast to these general sentiments. Finally, it considers whether the court could have proceeded on any alternative legal basis and discusses some of the proposed reforms.
Book Review on Trade Finance: Technology, Innovation and Documentary Credits by Christopher Hare ... more Book Review on Trade Finance: Technology, Innovation and Documentary Credits by Christopher Hare and Dora Neo
COVID-19 has disrupted our way of life. As work from home became the modus vivendi, many of our w... more COVID-19 has disrupted our way of life. As work from home became the modus vivendi, many of our working adult students grappled with the difficulty of managing work, familial distractions, and their law studies, from their homes. Students were suddenly thrust into social isolation as lockdown measures to curb the spread of COVID-19 were implemented. Notwithstanding these negative effects, the rise of technology has enabled legal education to continue to thrive in this challenging milieu. Without past experiences to draw from, it became important to find solutions quickly to adapt dynamically. As course leader and tutor for a number of law subjects, I found various methods to adapt quickly to deliver quality education to students as well as enhance student satisfaction in the process.
Interviewed by The Straits Times regarding tortuous liability in relation to the dislodged ventil... more Interviewed by The Straits Times regarding tortuous liability in relation to the dislodged ventilation duct at Nex cinema (September 3, 2020)
Interviewed by cna938 FM (Channel NewsAsia) radio station on 12 December 2019, for a discussion o... more Interviewed by cna938 FM (Channel NewsAsia) radio station on 12 December 2019, for a discussion on the article "More needs to be done to protect consumers against errant car dealers”.
Churchill Newsletter, Churchill College, University of Cambridge, Jul 2018
Due to our excellence in the STEM disciplines, people may not associate Churchill with the subjec... more Due to our excellence in the STEM disciplines, people may not associate Churchill with the subject of law, but in the last year some of our law alumni have been notable for making exceptional early career progress, as well as making headlines.
Non-consensual pornography, including voyeurism and revenge pornography, is a scourge to many uns... more Non-consensual pornography, including voyeurism and revenge pornography, is a scourge to many unsuspecting victims. In recent memory, the gordian knot is further exacerbated by the ascent of technology. Directly related to this quandary is sexual harassment, including new manifestations of it, such as doxxing and cyberstalking. There are a range of laws in Singapore to tackle non-consensual pornography and sexual harassment. The article therefore seeks to explore these issues in much further detail to determine the efficacy of these laws in light of recent legislative amendments. The recent amendments are an invigorating attempt to consolidate the patchwork quilt of legislations previously relied upon to foist criminal liability on perpetrators. The article will also explore civil remedies that victims might avail of themselves in cases of sexual harassment. At the end of the day, no matter how extensive the legislative framework is to inculpate all forms of sexually deviant behaviours, only a two-pronged solution will work best, firstly, through robust sexuality education to avoid being caught in flagrante in such a debilitating situation and, secondly, through an equally matched penal framework to not only deter and punish potential assailants but also allow a victim to protect herself through adequate civil action recourse.
This article addresses the Duty of Care in the Singapore context with reference to UK law. The ar... more This article addresses the Duty of Care in the Singapore context with reference to UK law. The article seeks to explore hypothetically the various types of duty of care that Singapore rail operators can owe its commuters. It then questions whether one should legitimately expect these rail operators to owe its commuters a duty of care and also explores the kinds of damages that the commuter might be able to claim for whenever there is a breach. It then addresses whether the imposition of a duty of care is a necessary criteria in ensuring that safe & reliable services continue to be afforded to its commuters. Concluding, it is submitted that imposing a notional duty of care means that a higher standard of care is required on the part of the rail operators. However, whether claimants could succeed in a negligence claim should be controlled by other factors such as breach, causation and remoteness.
Blockchain technology and its various applications have been gaining momentum rapidly in recent y... more Blockchain technology and its various applications have been gaining momentum rapidly in recent years. With the ability to disrupt whole industries and multi-national corporations, regulators have become aware of its potential as much as being wary of its inherent risks. This article seeks to shed light on the intricacies of blockchain, its opportunities and threats, the current legal regime in Singapore, and its effectiveness in mitigating inherent legal risks.
For some years now, the motor trading industry has come up as Number One or Two on the complaints... more For some years now, the motor trading industry has come up as Number One or Two on the complaints list of the Consumer Association of Singapore (Case). The consumer watchdog has recently said that from December 2018 to September this year, it had received 26 complaints involving over S$820,000 in prepayment losses relating to the closure of at least seven car dealers.
The primary obstacle to acceptance by the UK of the primacy of EU law is the constitutional princ... more The primary obstacle to acceptance by the UK of the primacy of EU law is the constitutional principle of parliamentary sovereignty. It is not the aim of this paper to explore why such a conflict arises. Instead, this paper argues that the failure with the doctrine of primacy acquiescing with parliamentary sovereignty is in a lack of recognition that the two doctrines have evolved with the passage of time. This paper explores selected developments in national identity, fundamental rights and the economic frontiers of EU law. The issue is how such a conflict should have been reinterpreted in order to establish a mutual acquiescence between the two doctrines, paying particular attention to the external and internal pressures affecting primacy of EU law as well as the constitutional developments reshaping parliamentary sovereignty. The solution would have been to accept and apply the principle of mutual respect and communication, accepting that conflicts are inevitable, instead of dabbling in political euphemisms and nationalistic pride, which would have perhaps worked towards averting an ill-timed Brexit.
This article discusses some of the issues surrounding artificial intelligence systems and whether... more This article discusses some of the issues surrounding artificial intelligence systems and whether artificial intelligence systems should be granted legal personhood. The first part of the article discusses whether current artificial intelligence systems should be granted rights and obligations, akin to a legal person. The second part of the article deals with imposing liability on artificial intelligence beings by analogising with incorporation and veil-piercing principles in company law. It examines this by considering that a future board may be replaced entirely by an artificial intelligence director managing the company. It also explores the possibility of disregarding the corporate veil to ascribe liability on such artificial intelligence beings and the ramifications of such an approach in the areas of fraud and crime.
The doctrine of UK parliamentary sovereignty is under threat. Recent developments have exacerbate... more The doctrine of UK parliamentary sovereignty is under threat. Recent developments have exacerbated this effect. The article looks at some recent events affecting parliamentary sovereignty and whether there continues to be a future for the doctrine.
The article explores the powers of the Parliamentary Select Committees, the matters they look int... more The article explores the powers of the Parliamentary Select Committees, the matters they look into, and whether it is able to effectively fulfil its role and purpose.
This article addresses the Duty of Care in the Singapore context with reference to UK law. It que... more This article addresses the Duty of Care in the Singapore context with reference to UK law. It questions whether rail operators should owe its commuters a duty of care, and if so, what kind of damages should the commuter be able to claim for. It then considers whether the imposition of a duty of care is a necessary criteria in ensuring that reliable services continue to be afforded to its commuters.
Historically, an aggrieved minority shareholder, “X”, is faced with two primary conundrum, (a) X ... more Historically, an aggrieved minority shareholder, “X”, is faced with two primary conundrum, (a) X does not have standing to sue an errant director or require the board to account as a result of the rule in Foss v Harbottle (1843) 2 Hare 461 (“Foss v Harbottle”); and (b) companies operate on the basis of majority rule (see Pearlie Koh, Company Law (LexisNexis, 2017) at para 6.5). The law has come a long way since then and now provides minority shareholder with two distinct avenues to seek redress: (a) the statutory derivative action for corporate wrongs and (b) a remedial order under s 216 of the Companies Act (Cap 50, 2006 Rev Ed) (“CA”) for personal wrongs.<br><br>In recent times, this raises yet another Gordian knot: that sometimes s 216 CA is used to pursue what is essentially a corporate claim. This problem was first expressly raised by the Court of Appeal in Ng Kek Wee v Sim City Technology Ltd [2014] 4 SLR 723 (“Ng Kek Wee”) at [63]-[64]. Subsequently, the Court of ...
In every capital raising exercise, there will be various obligations and requirements imposed by ... more In every capital raising exercise, there will be various obligations and requirements imposed by the stock exchanges, securities laws and investors. These obligations and requirements are then represented by a disclosure document (commonly known as a prospectus or offering circular). The disclosure document then creates various liability issues for issuers and managers which extends even after the offering process has completed. Liability on issuers and managers protects investors against fraudulent offerings (think Wolf of Wall Street!). In order to mitigate such risks arising from disclosure documents, issuers and managers (through their respective legal counsels) avail themselves of the due diligence defense. Come and hear Ben Chester Cheong talk more about how auditors and comfort letters play a crucial role in the due diligence defense in the context of US securities laws in international offerings.
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Articles by Ben Chester Cheong
This paper explores selected developments in national identity, fundamental rights and the economic frontiers of EU law. The issue is how such a conflict should have been reinterpreted in order to establish a mutual acquiescence between the two doctrines, paying particular attention to the external and internal pressures affecting primacy of EU law as well as the constitutional developments reshaping parliamentary sovereignty. The solution would have been to accept and apply the principle of mutual respect and communication, accepting that conflicts are inevitable, instead of dabbling in political euphemisms and nationalistic pride, which would have perhaps worked towards averting an ill-timed Brexit.
In recent times, this raises yet another Gordian knot: that sometimes s 216 CA is used to pursue what is essentially a corporate claim. This problem was first expressly raised by the Court of Appeal in Ng Kek Wee v Sim City Technology Ltd [2014] 4 SLR 723 (“Ng Kek Wee”) at [63]-[64]. Subsequently, the Court of Appeal went on to develop a framework in Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters [2018] 2 SLR 333 (“Sakae Holdings”) to ascertain if a claim pursued under s 216 CA properly involved a personal wrong, or if the claim concerned a corporate wrong and was an abuse of process that should have been pursued under s 216A instead (Sakae Holdings at [116]). The two-step framework had provided a very clear guidance to determine if a wrong should be pursued under s 216 or s 216A, especially when there was a considerable overlap. This commentary addresses a new Court of Appeal decision in this area, Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal [2020] 1 SLR 771 (“Ascend Field”).
This paper explores selected developments in national identity, fundamental rights and the economic frontiers of EU law. The issue is how such a conflict should have been reinterpreted in order to establish a mutual acquiescence between the two doctrines, paying particular attention to the external and internal pressures affecting primacy of EU law as well as the constitutional developments reshaping parliamentary sovereignty. The solution would have been to accept and apply the principle of mutual respect and communication, accepting that conflicts are inevitable, instead of dabbling in political euphemisms and nationalistic pride, which would have perhaps worked towards averting an ill-timed Brexit.
In recent times, this raises yet another Gordian knot: that sometimes s 216 CA is used to pursue what is essentially a corporate claim. This problem was first expressly raised by the Court of Appeal in Ng Kek Wee v Sim City Technology Ltd [2014] 4 SLR 723 (“Ng Kek Wee”) at [63]-[64]. Subsequently, the Court of Appeal went on to develop a framework in Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters [2018] 2 SLR 333 (“Sakae Holdings”) to ascertain if a claim pursued under s 216 CA properly involved a personal wrong, or if the claim concerned a corporate wrong and was an abuse of process that should have been pursued under s 216A instead (Sakae Holdings at [116]). The two-step framework had provided a very clear guidance to determine if a wrong should be pursued under s 216 or s 216A, especially when there was a considerable overlap. This commentary addresses a new Court of Appeal decision in this area, Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal [2020] 1 SLR 771 (“Ascend Field”).