In addition to its bi-annual publications, the SAcLJ also publishes special issues which focus on specific areas of law. The authors of these issues hail from diverse backgrounds, with articles from renowned foreign experts as well as leading local minds in the respective areas of law. To date, nine special issues have been published. These are
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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  1 AC 1391 and Safeway Stores Ltd v Twigger  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.
Author(s)/Editor(s)/Contributor(s): Professor John H Farrar (guest editor)
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