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Singapore · Practice area

Companies

Directors' duties, shareholder disputes, insolvency, and winding up.

312 decisions

Principal legislation

Companies decisions

Result 29

[2025] SGHC 63

Ren Xin Wu v Lee Kuan Fung and another and another matter

General Division of the High Court9 April 2025

Companies — Directors — Breach of duties; Contract — Breach — Shareholders’ agreement; Contract — Consideration — Sufficiency of consideration; Contract — Contractual terms — Implied terms; Contract — Formalities — Affixation of seal; Contract — Intention to create legal relations — Sham; Contract — Remedies — Damages; Legal Profession — Conflict of interest — Representation of both creditor and liquidator; Tort — Conspiracy — Lawful means conspiracy

Result 30

[2025] SGHC 42

Ang Tien Sin v Lai Kin Sin and others

General Division of the High Court13 March 2025

Companies — Directors — Director’s right to inspect company’s accounting and other records — Whether applicant has standing to bring application — Whether applicant is a director of company— Section 199 Companies Act 1967; Companies — Memorandum and articles of association — Whether director was validly removed — Interpretation of company’s memorandum and articles of association — Whether contra proferentem rule should apply

Result 33

[2025] SGCA(I) 1

Kiri Industries Ltd v Senda International Capital Ltd and another and another appeal

Court of Appeal (International)31 January 2025

Companies — Oppression — Minority shareholders — Exercise of remedial discretion to bring to an end or remedy oppressive conduct complained of — Whether minority shareholder should be paid out of net proceeds of en bloc sale of total equity of company in priority to majority shareholder — Section 216(2) Companies Act 1967; Companies — Oppression — Minority shareholders — Exercise of remedial discretion to bring to an end or remedy oppressive conduct complained of — Whether minority shareholder should receive discretionary enhancement in economic value from en bloc sale of total equity of company to account for interest on purchase price — Whether economic value to be received by minority shareholder from en bloc sale of total equity of company should be set at quantum at least as high as economic value minority shareholder would have received from prior buy-out order based on valuation rendered by court but-for subsequent non-implementation of buy-out order by majority shareholder — Section 216(2) Companies Act 1967

Result 36

[2025] SGHC 6

Re Dasin Retail Trust Management Pte Ltd

General Division of the High Court13 January 2025

Companies — Schemes of arrangement — Trustee-manager of business trust seeking moratorium for intended scheme of arrangement — Whether trustee-manager may propose scheme of arrangement in respect of debts incurred in capacity as trustee-manager — Whether requirements for grant of moratorium satisfied — Terms of moratorium order — Section 64 Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed)

Result 38

[2024] SGHC 322

SW Trustees Pte Ltd (in compulsory liquidation) and another v Teodros Ashenafi Tesemma (also known as Tewodros Ashenafi) and others ( Teodros Ashenafi Tesemma (also known as Tewodros Ashenafi), third party

General Division of the High Court16 December 2024

Insolvency Law — Avoidance of transactions — Transactions at an undervalue — Value of consideration given; Insolvency Law — Avoidance of transactions — Transactions at an undervalue — Value of consideration received; Insolvency Law — Avoidance of transactions — Transactions at an undervalue — Remedies; Companies — Directors — Duties — Breach of director’s duties; Tort — Conspiracy — Unlawful means conspiracy; Insolvency Law — Winding up — Liquidator — Duties

Result 41

[2024] SGHC 293

Prometheus Marine Pte Ltd (in liquidation) v Pickering , Alan John and others

General Division of the High Court19 November 2024

Companies — Directors — Duties — Breaches; Evidence — Proof of evidence — Defendant elects to call no evidence — Whether applicable test for plaintiff to discharge essential elements of claim is prima facie case; Limitation of actions — Equity and limitation of actions — Directors breaching fiduciary duties — Whether limitation defence applies — Section 22 Limitation Act 1959; Tort — Conspiracy — Conspiracy by lawful means and unlawful means

Result 45

[2024] SGHC 191

Kho Choon Keng v Lian Keng Enterprises Pte Ltd (Kho Patrick and another, non-parties

General Division of the High Court26 July 2024

Insolvency Law — Winding up — Grounds for petition; Companies — Winding up — Just and equitable ground — Whether company is a quasi-partnership or akin to one; Companies — Winding up — Just and equitable ground — Breach of legitimate expectations; Companies — Winding up — Just and equitable ground — Loss of mutual trust and confidence — Whether loss of mutual trust and confidence was self-induced; Insolvency Law — Winding up — Effect of petition — Buyout order

Result 46

[2024] SGHC 178

Inter-Pacific Petroleum Pte Ltd (in liquidation) v Goh Jin Hian

General Division of the High Court11 July 2024

Companies — Directors — Duties — Duty of skill, care and diligence — Section 157(1) of the Companies Act 1967 (2020 Rev Ed); Companies — Directors — Duties — Duty to take into account interests of creditors — Whether test is subjective or part subjective, part-objective; Companies — Directors — Duties — Relief from liability — Section 391 of the Companies Act 1967 (2020 Rev Ed); Insolvency Law — Winding up — Liquidator — Role of liquidator in adversarial proceedings; Insolvency Law — Winding up — Proof of debt — Whether insolvent company incurs liability before adjudication of proof of debt; Banking — Letters of credit — Fraud exception — Irregularities on the face of bills of lading — Whether fraud exception established; Banking — Letters of credit — Nullity exception — Irregularities on the face of bills of lading — Whether nullity exception established; Banking — Quincecare duty — Juridical basis of the Quincecare duty — Whether bank breached its Quincecare duty; Damages — Existence of loss — Liability to third party — Whether discharge of liability to third party necessary for claimant to suffer loss; Damages — Existence of loss — Whether insolvent company can suffer loss despite no change in net asset position

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