Seaquest Enterprise Pte Ltd v Agile Accomm Pte Ltd  SGHC 51
Significance: Singapore High Court found that there was a case of minority oppression, and ordered a buyout of the minority’s shares to be valued by an independent valuator for fair value at the date of the judgment.
Continue reading “Case Update: Seaquest Enterprise v Agile Accomm – SGHC finds minority oppression, orders buyout”
Maniach Pte Ltd v L Capital Jones Ltd  SGHC 65 – SGHC holds that minority oppression claims are not arbitrable per se
Significance: Singapore High Court (coram: Vinodh Coomaraswamy J) held that all statutory minority oppression claims, i.e. section 216 claims, regardless of the factual circumstances are not arbitrable as a matter of public policy.
The reasons given are:-
1. the minority oppression claim, being statutory in nature and being asserted in relation to the affairs of a creature of statute, ought to be supervised and determined by the court in all cases: ;
2. (a) an arbitral tribunal is unable to grant a plaintiff in minority oppression proceedings the full panoply of relief available under s 216(2) of the Companies Act to remedy minority oppression; and (b) it is undesirable to compel the parties to fragment a minority oppression dispute between litigation and arbitration, whether that fragmentation arises because the arbitral tribunal cannot grant the full range of relief which the statute makes available to a successful plaintiff or because only some of the parties to the dispute are parties to the arbitration agreement. This follows Quentin Loh J’s reasoning in Silica: .
On part (a) of the 2nd reason above, Vinodh J opined that the statutory power to order a buy out on terms under s 216(2)(d) of the Companies Act is vested only in a judge, and even then only by s 216(2)(d) of the Companies Act and is alien to the common law and even to equity: . Further, following Quentin Loh J in Silica in considering the scope of s 12(5) of the International Arbitration Act: (1) it clearly could not “be construed as conferring upon arbitral tribunals the power to grant all statute-based remedies or reliefs available to the High Court” and (2) that an arbitral tribunal “clearly cannot exercise the coercive powers of the courts or make awards in rem or bind third parties who are not parties to the arbitration agreement”: at .
On part (b) of the 2nd reason above, Vinodh J opined that if minority oppression claims are arbitrable, fragmentation along remedial lines and issues is inevitable: -.
What remedies does a minority shareholder or debenture holder have if he feels aggrieved that he is being treated unfairly by majority shareholders and/or directors of a company?
Continue reading “Article: Remedies for Commercial Unfairness to or Oppression of Minority Shareholder”
Tan Chin Hoon and others v Tan Choo Suan and others  SGHC 340
Significance: beneficial owners of shares in companies do not have the locus standi to commence actions in minority oppression. Such beneficial owners should first commence proceedings to have the shares transferred to themselves before commencing action in minority oppression.