[Bundle] Developments in Corporate Law + Corporate Law (2nd Ed) Book

Date/ Time: 28 August 2024, 4.00pm - 6.00pm SGT

Venue: SAL, Stamford 1 & 2, The Adelphi #08-08, 1 Coleman Street (S179803)

 

This bundle is exclusively for SAL members. It includes:

(1) Seminar: Developments in Corporate Law,
(2) Printed Book: Corporate Law (2nd Edition) Book

 

(1) Seminar: Developments in Corporate Law, 28 August 2024 (4pm - 6pm)

 

Professor Lee Pey Woan will commence the seminar by reviewing recent decisions of Singapore courts on veil-piercing. The discussion will extend to an analysis of the UK Supreme Court’s retreat from the case of Press v Petrodel case and explore alternative methods to bypass the corporate veil with particular focus on parent companies’ liabilities in negligence for the activities of their subsidiaries. Professor Lee will also draw connections between these issues and the wrongful trading and creditor-regarding duties of directors.

 

Professor Pearlie Koh will take up the discussion by considering the Singapore Court of Appeal’s decision in Foo Kian Beng and its possible implications for the statutory regulation of directors’ duties. The discussion will cover recent cases in the UK and New Zealand which have similarly dealt with creditor-regarding duties, and draw potential connections to the broader corporate purpose debate.

 

Professor Hans Tjio will conclude the formal presentations by examining financial assistance and capital maintenance, including the impact of legislative changes to the Companies Act and relevant exceptions, and the interaction with the creditor-regarding duties of directors. He will also propose an analysis of potential reform of framework for directors’ duties.

 

A panel discussion moderated by Ms Lock Yin Mei will follow, providing an opportunity for the speakers to engage in a comprehensive dialogue on the presented topics and address questions from the audience.

 

This seminar promises to offer valuable insights into the critical areas of corporate law, providing attendees with a deeper understanding of the challenges and complexities faced by corporations and their directors.

 

(2) Printed Book:  Corporate Law (2nd Edition) Book

This second edition of Corporate Law incorporates the many changes recommended by the Companies Act Working Group (“CAWG”) in May 2019. Some of them were introduced by the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023 (Act 17 of 2023). Many of these involved the digital medium, which the COVID-19 pandemic showed that businesses required, in terms of notices, meetings, voting and communication generally. Going forward, the CAWG recognised that the Companies Act 1967 should remain as technologically neutral as possible. Continuing with the theme in the first edition, we agree that legislation should, as far as possible, permit innovation and development through changes to the corporate constitution. Even if most of the Act’s provisions are mandatory as the CAWG observed, the Act is not exhaustive of how businesses can be structured. This is perhaps seen most clearly in the new forms of fundraising that have arisen outside the regulated use of shares and debentures. The courts have led the way in recognising digital assets as forms of personal property, giving investors confidence to invest in them.
 
Through extensive case law analysis, this book offers invaluable insights into the changing landscape of corporate law in Singapore. It discusses judicial precedents which have significantly contributed to the development of areas of corporate law in Singapore. Explored within the pages of this book are areas including, but not limited to (a) the extent of membership rights; (b) veil piercing; (c) the permissibility of boards in approving conflict transactions carried out by their directors; (d) “core” fiduciary duties; (e) shareholder oppression in rights issues and generally in relation to corporate wrongs; (f) the no‑reflective loss principle; (g) capital maintenance and share repurchases; (h) floating charges and charge registration; and (i) liquidation generally and in the context of the restructuring of business trusts and partnerships.

 

Please note that collection of book will be on-site on the day of the seminar. 

 

Member's Price: $137.50 (before GST)

 

For non-members who would like to attend the event, please click here for details.  

 

CPD Points : 1.5

Cases

Corporate

Law of Singapore

CS CPD
Past Event

3.30pm – 4.00pm

Registration

4.00pm – 4.45pm

Presentation on significant issues / Developments in corporate law

 

Authors:

  • Professor Hans Tjio, Faculty of Law, National University of Singapore
  • Professor Lee Pey Woan, Yong Pung How School of Law, Singapore Management University
  • Associate Professor Pearlie Koh, Yong Pung How School of Law, Singapore Management University

4.45 pm – 5.20pm

Panel Discussion

 

Authors/Panellists:

  • Professor Hans Tjio, Faculty of Law, National University of Singapore
  • Professor Lee Pey Woan, Yong Pung How School of Law, Singapore Management University
  • Associate Professor Pearlie Koh, Yong Pung How School of Law, Singapore Management University

Moderator:

  • Ms Lock Yin Mei, Venture Law LLC

5.25pm – 5.30pm

Book presentation

5.30pm – 6.00pm

Networking and Refreshments

Professor Hans Tjio
CJ Koh Professor & Director, EW Barker Centre for Law & Business
Faculty of Law, National University of Singapore

 

Hans is the CJ Koh Professor of Law at the Faculty of Law, National University of Singapore and is the Director of the EW Barker Centre for Law and Business. He has an MA from Cambridge and an LLM from Harvard. He has taught at the Faculty of Law, NUS, since 1990, and was the Director for its Centre for Commercial Law Studies and Co-Director of the Centre for Banking and Finance Law. At NUS, he lectures or has lectured in company law, securities regulation, trusts and equity. He has published in international journals such as the Journal of Business Law, Law Quarterly Review, Lloyd's Maritime and Commercial Law Quarterly, Journal of Corporate Law Studies, the European Business Organization Law Review and the Capital Markets Law Journal. He has written and edited books on company law, securities regulation and trust law, and is a contributor to Palmer’s Company Law (Geoffrey Morse ed). 

 

He was previously seconded to the Monetary Authority of Singapore and the Ministry of Law. He is presently serving on the Securities Industry Council and appointed Deputy Chairman of the Singapore Exchange Listing Advisory Committee. He is a consultant to TSMP Law Corporation and was a consultant with Linklaters Singapore and WongPartnership as well as a member of the Ministry of Finance’s Company Legislation and Regulatory Framework Committee. He has been a visiting professor at National Taiwan University (NTU), Auckland and Shanghai’s ECUPL and a visiting scholar at Stanford and Melbourne. In 2017 he gave public lectures at the law schools of Tsinghua and Zhejiang University. In 2018, he served as amicus curiae in the Singapore Court of Appeal and gave a public lecture at NTU. In 2019 he chaired the SIC hearing into Delong Holdings Limited. In January 2020, he delivered the 5th Sir Ashutosh Mukherjee Memorial Lecture at the West Bengal National University of Juridical Sciences on “CIS, Crypto and Coins as “New” Collateral”. In December 2020 he spoke over Zoom at the University of Warsaw on “Properly Dealing with Share Buybacks”. In August 2022, he gave the CJ Koh Professorial lecture on “The Nature of Entities: Restructuring Business Trusts as Unregistered Companies”. He has been an expert witness in Singapore, the US and Indonesia and provided opinions on Singapore law for cases in France and Malaysia.

 

Professor Lee Pey Woan
Dean
Yong Pung How School of Law, Singapore Management University

 

Lee Pey Woan is Professor of Law at Singapore Management University. She graduated with an LL.B (First Class Honours) from King’s College, University of London and subsequently obtained the BCL from Oxford University. Pey Woan is currently Dean of the Yong Pung How School of Law. Prior to this appointment, Pey Woan was Vice Provost (Faculty Matters) of the University. In that capacity, she assisted the Provost on the planning and development of faculty and advises on faculty personnel policies generally. Pey Woan teaches Corporate Law and the Law of Torts but her research interests encompass company, private and commercial law. She has published widely in local as well as leading international journals including the Modern Law Review, Oxford Journal of Legal Studies, Law Quarterly Review, Lloyd’s Maritime and Commercial Law Quarterly as well as Journal of Business Law. She has also co‐authored text books on Contract Law, Tort Law and Company Law. Her works have been cited by the Singapore Court of Appeal, the Singapore High Court and the Canadian Supreme Court. Apart from academic activities, Pey Woan also serves the legal profession by periodically speaking at legal conferences. In 2016, she was appointed amicus curiae to the Singapore Court of Appeal in PH Hydraulics & Engineering Pte Ltd v Airtrust (Hong Kong) Ltd [2017] SGCA 26; [2017] 2 SLR 129. 

Associate Professor Pearlie Koh
Associate Professor of Law
Yong Pung How School of Law, Singapore Management University

 

Pearlie Koh is Associate Professor of Law with the School of Law, Singapore Management University. She was formerly an Associate Professor at the Nanyang Business School, Nanyang Technological University. She graduated with an LL.B (Second Class Upper Honours) from the National University of Singapore and obtained her LL.M from the University of Melbourne, Australia. She is an Advocate and Solicitor of the Singapore Supreme Court. She teaches Law of Business Organisations and Corporate Law.

 

 Pearlie’s main areas of research are in corporate and commercial law. She has published in international peer-reviewed legal journals, including the Asian Journal of Comparative Law, the Cambridge Law Journal, the Journal of Corporate Law Studies, the Law Quarterly Review and the Modern Law Review. Her research has been referred to by the courts of Singapore, England and Wales, Hong Kong and Malaysia. She has also written a book on Company Law (in its 3rd edition), and co-authored or contributed to text books on Business Law, Contract Law and Company Law.

 

(Moderator)

Ms Lock Yin Mei

Managing Director

Venture Law LLC

 

Yin Mei's practice includes advising on capital raising, mergers & acquisitions, investment funds, banking and finance, as well as regulatory issues She has acted on some of the largest and most complex public equity, debt and hybrid fund raising, takeovers, M&A and privatisation transactions. She has acted in numerous bank and financing transactions and regularly advises sponsors and fund managers in the establishment and syndication of private funds.

 

Yin Mei has been recognised by clients and key industry publications as a leader in her areas of practice. Her deep knowledge and expertise sees her involved in many first-time-to-the-market transactions, complex structuring and advising on regulatory issues. 

 

Clients describe Yin Mei as “my go-to lawyer” and “combines local knowledge with international legal judgement.” Her team is praised for their ability to tackle complex transactions. One client explains: “It was not an easy deal, it was unprecedented in many ways. They helped us navigate that very well and generally they were very responsive getting it done in a challenging timeframe.” Another client enthuses, "She's very commercial and takes a pragmatic view of things. When you need her she'll be there." – Chambers Asia Pacific

 

Yin Mei’s leading practice sees her spearheading the development of the law, and she is a member (some with chair responsibilities) of several industry bodies, relevant to her practice. She has consistently received Band 1 and leading ratings in legal publications, across various product lines including in Chambers Asia Pacific, Who’s Who Legal: Banking, and was named Lawyer of the Year in Best Lawyers, 2023 Edition.

 

SILE Accredited CPD Activity

Number of Public CPD Points: 1.5 

Practice Area: Corporate / Commericial

Training Level: General

SILE Attendance Policy

Participants who wish to obtain CPD Points are reminded that they must comply strictly with the Attendance Policy set out in the CPD Guidelines. For this activity, this includes signing in on arrival and signing out at the conclusion of the activity in the manner required by the organiser, and not being absent from the entire activity for more than 15 minutes. Participants who do not comply with the Attendance Policy will not be able to obtain CPD Points for attending the activity. Please refer to http://www.sileCPDcentre.sg for more information.

 

For enquiries related to this event, please email les@sal.org.sg.

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