Corporate Law

This second edition of Corporate Law incorporates the many changes recommended by the Companies Act Working Group ("CAWG") in May 2019. Some of them were introduced by the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023 (Act 17 of 2023). Many of these involved the digital medium, which the COVID-19 pandemic showed that businesses required, in terms of notices, meetings, voting and communication generally. Going forward, the CAWG recognised that the Companies Act 1967 should remain as technologically neutral as possible. Continuing with the theme in the first edition, we agree that legislation should, as far as possible, permit innovation and development through changes to the corporate constitution. Even if most of the Act's provisions are mandatory as the CAWG observed, the Act is not exhaustive of how businesses can be structured. This is perhaps seen most clearly in the new forms of fundraising that have arisen outside the regulated use of shares and debentures. The courts have led the way in recognising digital assets as forms of personal property, giving investors confidence to invest in them.

Through extensive case law analysis, this book offers invaluable insights into the changing landscape of corporate law in Singapore. It discusses judicial precedents that have significantly contributed to the development of areas of corporate law in Singapore. Explored within the pages of this book are areas including, but not limited to (a) the extent of membership rights; (b) veil piercing; (c) the permissibility of boards in approving conflict transactions carried out by their directors; (d) "core" fiduciary duties; (e) shareholder oppression in rights issues and generally in relation to corporate wrongs; (f) the no‑reflective loss principle; (g) capital maintenance and share repurchases; (h) floating charges and charge registration; and (i) liquidation generally and in the context of the restructuring of business trusts and partnerships.

About the Authors:

Hans Tjio is CJ Koh Professor of Law and Director of the EW Barker Centre for Law and Business at the Faculty of Law, National University of Singapore. He has published in international and local journals, and written books on company law, securities regulation and trust law. He also contributes to Palmer's Company Law (Geoffrey Morse ed) (Sweet & Maxwell).

Pearlie Koh is an Associate Professor at the Yong Pung How School of Law, Singapore Management University. Her main area of research interest is company law. She has published in both local and international peer-reviewed journals and authored Company Law (LexisNexis, 3rd Ed, 2017) and A Casebook on Company Law: Materials and Commentary (LexisNexis, 2021).

Lee Pey Woan is Professor of Law at Yong Pung How School of Law, Singapore Management University. Her research interests encompass company, private and commercial law. She serves the legal profession by sharing her insights at legal conferences and contributing to journal and book publications such as The Law of Contract in Singapore (Academy Publishing, 2nd Ed, 2022).

PART I (Chapters 1-3): Foundation and Theory
(By Hans Tjio)
Chapter 1: Foundations of Company Law
Chapter 2: Different Perspectives of the Corporation
Chapter 3: Alternative Business Forms
PART II (Chapters 4-7): Corporate Entity and Attributes
(By Lee Pey Woan)
Chapter 4: Company Formation
Chapter 5: Corporate Constitution and Membership
Chapter 6: Corporate Personality and Attributes
Chapter 7: Corporate Acts and Liabilities
PART III (Chapters 8-11): Corporate Governance
(By Pearlie Koh)
Chapter 8: Corporate Operations, Organisation and Processes
Chapter 9: Constraints on Directors’ Exercise of Powers
Chapter 10: Shareholder Litigation – Corporate Wrongs
Chapter 11: Shareholder Litigation – Personal Actions
PART IV (Chapters 12-14): Corporate Finance
(By Hans Tjio)
Chapter 12: Shares and Shareholdings
Chapter 13: Capital Maintenance
Chapter 14: Debentures and Charges