This special issue on company law features articles on:
(a) whether Singapore should adopt a statutory codification of the common law business judgment rule as adopted by Australia, Malaysia, South Africa, and several US states;
(b) the scope of the no conflict duty as it applies to company directors in the light of the bright-line statutory formulation of the duty adopted in the UK Companies Act 2006;
(c) whether the business judgment rule can be transplanted into jurisdictions, the consequences and in particular the relationship with insolvent trading;
(d) the conceptual questions behind two recent UK cases (Stone & Rolls Ltd v Moore Stephens [2009] 1 AC 1391 and Safeway Stores Ltd v Twigger [2010] EWCA Civ 1472) which exposes a fundamental misconception about the structure of companies and the place of the board in the company;
(e) the major reforms recommended by the Steering Committee for Review of the Companies Act to streamline the Singapore Companies Act;
(f) when directors are jointly liable for the tortious acts of their companies and how an appropriate balance may be achieved;
(g) the current approaches to discerning the substance-procedure divide and the necessity to inquire into legislative intent and the parties’ intentions to meaningfully negotiate the difference;
(h) the application of the no reflective loss principle and the allowance of recovery only if the shareholder’s right is one that is separate and independent of the company’s;
(i) the expropriation of minority shareholders in family-owned firms and evaluation of the governance strategies used by the Singapore Exchange’s Listing Rules to police self-dealing transactions; and
(j) the possibility of reform of Singapore’s international insolvency law by repealing s 377(3)(c) (Companies Act) and enacting the UNCITRAL Model Law on Cross-Border Insolvency.

Articles by
1. Douglas M Branson
2. Brenda Hannigan
3. John H Farrar
4. Susan Watson
5. Walter Woon SC
6. Tan Cheng Han SC
7. Alexander F H Loke
8. Pearlie Koh
9. Tan Lay Hong
10. Wee Meng Seng

Contents

Articles

1. A Business Judgment Rule for Incorporating Jurisdictions in Asia?
2. Reconfiguring the No Conflict Rule – Judicial Strictures, a Statutory Restatement and the Opportunistic Director
3. Directors’ Duties of Care – Issues of Classification, Solvency and Business Judgment and the Dangers of Legal Transplants
4. Conceptual Confusion – Organs, Agents and Identity in the English Courts
5. Reforming Company Law in Singapore
6. Tortious Acts and Directors
7. Rights, Duties and the Validation of Irregularities
8. The Shareholder’s Personal Claim – Allowing Recovery for Reflective Losses
9. Family-Owned Firms in Singapore – Legal Strategies for Constraining Self-dealing in Concentrated Ownership Structures
10. Lessons for the Development of Singapore’s International Insolvency Law

Author(s)/Editor(s)/Contributor(s):

Professor Farrar is Emeritus Professor of Law at Bond University, Australia, and Professor of Corporate Governance at the University of Auckland Business School. He is currently Director of the New Zealand Governance Centre.

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