Significance: in Adip Mittal v Offshore Holding Company Pte Ltd  SGHC 239, the General Division of the Singapore High Court (coram Goh Yihan JC) considered, in the first reported decision on this issue, the legal principles applicable to s 124(1)(b) of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA), which allows directors to wind up companies. Prior to the IRDA, directors had no legal standing to wind up companies.
What is ESG?
ESG stands for environmental, social and governance.
Increasing investor, consumer and stakeholder concerns about climate change, sustainability, corporate governance, social justice and human rights have driven ESG consciousness. There have thus been international and national shifts and regulations to require businesses to proactively and transparently address ESG issues.
Significance: Singapore Court of Appeal, hearing an appeal against a Singapore International Commercial Court (SICC) decision, clarifies when the tort of inducement of breach of contract by a parent company or shareholder may apply.
Continue reading “Case Update: Bumi Armada Offshore Holdings Ltd and another v Tozzi Srl  SGCA(I) 5 – Singapore Court of Appeal clarifies tort of inducement of breach of contract by a parent company or shareholder”
The Companies (Amendment) Bill was introduced in Parliament yesterday (28 February 2017) to amend the Companies Act (the Act) on several significant matters.
What can a shareholder or company member do if the company has a claim against a third party but the directors of the company fail, neglect or refuse to commence action to pursue that claim? What if the claim is against the company’s directors for breach of directors’ or fiduciary duties? Or what if the directors are pursuing a legal action on behalf of the company which does more harm than good to the company?
The member can apply to the Singapore Court to commence, defend or discontinue an action on behalf of the company. Under Singapore law, such an action is known as a derivative action. It’s derivative because under common law principles, the claim strictly speaking belongs only to the company (this is the proper plaintiff rule). However, the common law and the Companies Act in Singapore provide for certain rules to allow a member to bring a derivative action on behalf of the company under Singapore law.
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?