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.

Authors: Hans Tjio, Pearlie Koh, Lee Pey Woan

Year of Publication: 2024

Page Extent: 944 pages 

Member's Price: $90.00 (before GST)

Associate Student's Price: $72.00 (before GST)

Non-Member's Price: $135.00 (before GST)

Trade is a keystone of the Singapore economy, and sales of goods comprise a substantial portion of that trade. Agreements for the sale and purchase of goods are subject to one of two statutes in Singapore. Domestic sales and all consumer sales are governed by the Sale of Goods Act (“SOGA”). International sales between commercial parties, with some exceptions, are subject to the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) so long as both the buyer and seller are from contracting member states of the CISG. Singapore acceded to the CISG in 1996 and the CISG has been domesticated as a statute of Singapore. This short volume is intended to be a handy guide to sales law and to the ways in which the treatment of contracts of sale differ from the common law, whether under SOGA or the CISG. There are some important differences between SOGA and the CISG, and one of the purposes of this book is to provide guidance to lawyers and their clients on whether to “opt out” of the coverage of the CISG (which is easy to do if done properly) in favour of the application of SOGA or the domestic sales law of another country. Particular attention is paid to areas where there are striking differences between the CISG and SOGA or the common law, such as the introduction of parol evidence, the use of foreign precedents and the role of good faith.

Author(s)/Editor(s)/Contributor(s): Howard Hunter

Year of Publication: 2017

Page Extent: 248 pages 

Member's Price: $60.00 (before GST)
Associate Student's Price: $48.00 (before GST)
Non-Member's Price: $90.00 (before GST)

Trade is a keystone of the Singapore economy, and sales of goods comprise a substantial portion of that trade. Agreements for the sale and purchase of goods are subject to one of two statutes in Singapore. Domestic sales and all consumer sales are governed by the Sale of Goods Act (“SOGA”). International sales between commercial parties, with some exceptions, are subject to the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) so long as both the buyer and seller are from contracting member states of the CISG. Singapore acceded to the CISG in 1996 and the CISG has been domesticated as a statute of Singapore. This short volume is intended to be a handy guide to sales law and to the ways in which the treatment of contracts of sale differ from the common law, whether under SOGA or the CISG. There are some important differences between SOGA and the CISG, and one of the purposes of this book is to provide guidance to lawyers and their clients on whether to “opt out” of the coverage of the CISG (which is easy to do if done properly) in favour of the application of SOGA or the domestic sales law of another country. Particular attention is paid to areas where there are striking differences between the CISG and SOGA or the common law, such as the introduction of parol evidence, the use of foreign precedents and the role of good faith.

Author(s)/Editor(s)/Contributor(s): Howard Hunter

Year of Publication: 2017

Page Extent: 248 pages 

Member's Price: $78.00 (before GST)
Associate Student's Price: $62.40 (before GST)
Non-Member's Price: $117.00 (before GST)

Date of Publication: March 2019

Amongst the noteworthy judgments are the Singapore Court of Appeal decisions in BNA v BNB [2020] 1 SLR 456 and ST Group Co Ltd v Sanum Investments Ltd [2020] 1 SLR 1 in relation to issues such as the seat of arbitration and the governing law and validity of the arbitration agreement. The two learned articles in this issue explore thorny issues such as corruption in international arbitration and confidentiality in the arbitration process.

Author(s)/Editor(s)/Contributor(s):

Advisory Board

V K Rajah SC 

Professor Lawrence Boo

Toby Landau QC

Loretta Malintoppi

General Editor

Mohan Pillay

Editor

Chan Leng Sun SC

Publishing Editor

Yeo Boon Tat

Assistant Editors

Ramandeep Kaur

Matthew Koh

Janice Lee

Mahesh Rai

Tan Hai Song

Benjamin Tham Yum Yin

Derric Yeoh

The Singapore Arbitration Journal aims to provide a forum to examine and discuss developments of particular relevance and interest to the Singapore arbitration community. 

The May 2020 issue allows you to catch up on important Singapore arbitration-related court decisions from July to December 2019, along with accompanying case notes examining the significance and relevance of the cases.