The Court of Appeal, in Foo Kian Beng v OP3 International Pte Ltd (in liquidation) [2024] SGCA 10, comprehensively considered the contours of a director’s duty to consider the interests of creditors in certain circumstances (Creditor Duty). This pivotal ruling delves into when this duty arises, its parameters, and the approach that the court should take when faced with a claim that a director has breached the Creditor Duty. This update takes a close look at the Creditor Duty.
Listed companies may soon need to act within 21 days of getting requisition notice.
In Foo Kian Beng v OP3 International Pte Ltd (In liquidation) [2024] SGCA 10, the Singapore Court of Appeal dismissed the Appellant’s appeal and held up the findings by the Judge of the General Division of the High Court of Singapore that a director has a duty to consider the interests of creditors as part of his duty to act in the best interests of the company at a time when the company was in a financially parlous state, and that the Appellant had breached that duty by authorising the payment of disputed transactions to himself. This update analyses the court's decision.
The non-compete clause in the employment contract was too wide, said the court.
In an unreported decision in HC/S 236/2022, the General Division of the Singapore High Court held the defendant directors not liable for breach of the duty not to compete with the plaintiff company by providing services to the plaintiff’s former customer. This was based in part on a critical finding of the Court that the directors had been effectively excluded from the plaintiff company by the time they had begun servicing the plaintiff’s former customer.
Acra’s guidelines stipulate what is required by corporate service providers helping an individual register a company.
The Singapore Exchange Regulation (“SGX RegCo”) recently sought comments on its proposed changes to the SGX-ST Listing Rules to clarify the obligations of issuers listed on SGX-ST undergoing the corporate restructuring process under the IRDA Act. This update provides a brief summary of SGX RegCo’s key proposals to improve the restructuring and trading resumption frameworks.
Companies — Accounts ; Companies — Directors
Civil Procedure — Injunctions
Companies — Receiver and manager
Insolvency Law — Administration of insolvent estates
The High Court recently confirmed for the first time the applicability in Singapore of the common law test for constitutional amendments. This article reviews the development of the test in relation to the introduction of compulsory acquisition powers and analyses the most recent cases in the UK courts, which have largely confirmed the traditional English approach.
Insolvency Law — Judicial management
The question of in whose interests companies should be run is one of the most contested questions in modern company law. This article explores the issues associated with this question in the context of a company being financially distressed and also explains the law along with a short discussion on of some possible implications for duties to other stakeholders.
Companies — Incorporation of companies
Companies — Oppression , Companies — Directors
Companies — Receiver and manager
Contempt of Court — Civil contempt , Companies — Directors