Corporate Law, 2nd Edition | 2024

Corporate Law, 2nd Edition | 2024

This second edition of *Corporate Law* reflects numerous updates proposed by the Companies Act Working Group (CAWG) in May 2019. Some of these changes were enacted through the Companies, Business Trusts, and Other Bodies (Miscellaneous Amendments) Act 2023 (Act 17 of 2023). Many amendments relate to the use of digital platforms, which the COVID-19 pandemic highlighted as essential for businesses, particularly in relation to notices, meetings, voting, and overall communication. Looking ahead, the CAWG emphasized that the Companies Act 1967 should remain as technologically neutral as possible. Continuing the approach taken in the first edition, the authors support legislation that enables innovation and corporate development through amendments to the corporate constitution. While most provisions in the Act are mandatory, as noted by the CAWG, they do not exhaustively define how businesses can be structured. This is especially evident in new fundraising methods that have emerged outside traditional regulations governing shares and debentures. Courts have played a key role by recognizing digital assets as personal property, providing investors with the confidence to invest.

This book offers valuable insights into Singapore’s evolving corporate law through detailed analysis of case law. It examines judicial precedents that have shaped key areas of corporate law in the country. Topics covered include, but are not limited to: (a) the scope of membership rights; (b) piercing the corporate veil; (c) the authority of boards to approve directors' conflict transactions; (d) core fiduciary duties; (e) shareholder oppression in rights issues and corporate misconduct; (f) the no-reflective loss principle; (g) capital maintenance and share buybacks; (h) floating charges and charge registration; and (i) liquidation, especially in relation to restructuring business trusts and partnerships.

Contents of Corporate Law, 2nd Edition:

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

About the authors:

Hans Tjio is the 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 authored numerous publications in both international and local journals, with a focus on company law, securities regulation, and trust law. He also contributes to *Palmer’s Company Law* (edited by Geoffrey Morse) (Sweet & Maxwell).

Pearlie Koh is an Associate Professor at the Yong Pung How School of Law, Singapore Management University, specializing in company law. She has published in various peer-reviewed journals locally and internationally. She is the author of *Company Law* (LexisNexis, 3rd Ed, 2017) and *A Casebook on Company Law: Materials and Commentary* (LexisNexis, 2021).

Lee Pey Woan is a Professor of Law at the Yong Pung How School of Law, Singapore Management University. Her research interests include company law, private law, and commercial law. She actively contributes to the legal profession by speaking at conferences and publishing works such as *The Law of Contract in Singapore* (Academy Publishing, 2nd Ed, 2022).