Singapore legislation
Section 137E
Section 137E
Powers of court with respect to non‑compliance by substantial shareholders
(1)
Where a person is or has been a substantial shareholder in a corporation and has failed to comply with section 135, 136 or 137, a court may, on the application of the Authority, whether or not that failure still continues, make one or more of the following orders:
an order restraining the person who is or has been a substantial shareholder from disposing of any interest in shares in the corporation in which that person is or has been a substantial shareholder;
an order restraining a person who is, or is entitled to be the holder of the shares referred to in paragraph (a) from disposing of any interest in those shares;
an order restraining the exercise by any person of any voting or other rights attached to any share in the corporation in which the substantial shareholder has or has had an interest;
an order directing the corporation not to make payment, or to defer making payment, of any sum due from the corporation in respect of any share in which the substantial shareholder has or has had an interest;
an order directing the sale of any or all of the shares in the corporation in which the substantial shareholder has or has had an interest;
an order directing the corporation not to register or cause to be registered in the register of members the transfer or transmission of shares specified by the court;
an order directing the Depository (within the meaning of section 81SF) or any depository corporation not to register or cause to be registered the transfer or transmission of any shares or interest in shares in the corporation specified by the court;
an order that any exercise by any person of the voting or other rights attached to shares in the corporation specified by the court in which the substantial shareholder has or has had an interest be disregarded;
for the purposes of securing compliance with any other order made under this section, an order directing the corporation or any other person to do or refrain from doing an act specified by the court.
(2)
Any order made under this section may include such ancillary or consequential provisions as the court thinks just.
(3)
An order made under this section directing the sale of any share may provide that the sale is to be made within such time and subject to such conditions (if any) as the court thinks fit, including, if the court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the corporation.
(4)
Where a share is not sold in accordance with an order of the court under this section, the Authority may apply to the court for directions, including directions as to who the unsold share is to vest in.
(5)
The court, before making an order under this section and in determining the terms of such an order, is to satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.
(6)
The court is not to make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —
that the failure of the person who is or has been a substantial shareholder to comply as mentioned in subsection (1) was due to the person’s inadvertence or mistake or to the person not being aware of a relevant fact or occurrence; and
that in all the circumstances, the failure ought to be excused.
(7)
The court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.
(8)
The court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.
(9)
Any person who contravenes an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
(10)
Subsection (9) does not affect the powers of the court in relation to the punishment of contempt of the court.