This textbook incorporates all the changes introduced by the Companies (Amendment) Act 2014, which made the largest series of amendments to the Companies Act since it was enacted in 1967. The first set of amendments came into effect in July 2015, and encompassed changes in areas including: expanding the scope of the statutory derivative action to allow a complainant even in a listed company to apply to court for leave to intervene in proceedings, which now also includes arbitration; relaxing further the capital maintenance rules generally, in particular, by removing the prohibition against financial assistance by private companies; and the introduction of a small company audit exemption. The remaining changes, with effect from 2016, include: provisions pertaining to directors (and now chief executive officers in some cases) and their qualification; removing restrictions caused by various definitions in the Companies Act of “equity share” and “preference share”, such as the one-share-one-vote requirement for public companies; and the increasing recognition of the use of the electronic medium in the context of the company.
This book takes a conventional approach to the subject of corporate law in that the usual topics found in most company law textbooks are dealt with in some detail. So the external and internal relationships with respect to the corporate structure, as well as directors’ duties and corporate governance, are centrally located within the book. Apart from the usual topics, the initial chapters provide some historical overview of the development of company law. There is also a sampling of some of the theories behind the corporate form and the different kinds of corporate-like alternative business structures that exist out there. Later chapters focus on shareholder rights and remedies and conclude with, what can broadly be termed, the area of corporate finance.
Profiles of Authors
Hans Tjio is Professor of Law at the Faculty of Law, National University of Singapore and Co-Director of its Centre for Banking and Finance Law. He has been a visiting lecturer in the law schools at Auckland and Shanghai’s East China University of Political Science and Law, and a visiting scholar at Stanford and Melbourne. He is presently serving on the Securities Industry Council, and is a consultant with Linklaters Singapore. He has written and edited books on securities regulation and trust law, and is a contributor to Palmer’s Company Law (Geoffrey Morse ed).
Pearlie Koh is Associate Professor of Law at the Singapore Management University. She obtained a Master of Laws from the University of Melbourne, after graduating with a Bachelor of Laws from the National University of Singapore. She has written and contributed chapters to books on company law and contract law.
Lee Pey Woan is Associate Professor of Law at the Singapore Management University. She graduated with a Bachelor of Laws from King’s College London and subsequently obtained a Bachelor of Civil Law from Oxford University. She has published widely in company, contract and tort law in both local and international leading journals, and has contributed to local textbooks such as The Law of Torts in Singapore and The Law of Contract in Singapore.
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
Chapter 13: Capital Maintenance
Chapter 14: Debentures and Charges