Abstract

https://ssrn.com/abstract=2714691
 


 



Shareholders' Reserve Power: Implied Terms & Public Policy


Pey-Woan Lee


Singapore Management University - School of Law

2016

Journal of Business Law, pp. 128 – 138, 2016
Singapore Management University School of Law Research Paper No. 5/2016

Abstract:     
Do shareholders have reserve or residual powers of management when the board is unable or unwilling to act? In Chan Siew Lee v TYC Investment Pte Ltd [2015] 5 SLR 409, the Singapore Court of Appeal answered this question in the affirmative. In so doing, the court employed a contractarian approach, rationalising the power as one that is conferred on shareholders by a term implied in the company’s constitution on the basis of necessity or business efficacy. But a closer review will demonstrate that the court’s analysis, despite its overt reliance on contractual principles, is ultimately of a hybrid nature that takes on board both contractual as well as public policy concerns. This approach aptly reflects the complex nature of the company’s internal workings and warns against a reductionist approach that tackles the issue from a monolithic (contractual) perspective.


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Date posted: March 1, 2016  

Suggested Citation

Lee, Pey-Woan, Shareholders' Reserve Power: Implied Terms & Public Policy (2016). Journal of Business Law, pp. 128 – 138, 2016; Singapore Management University School of Law Research Paper No. 5/2016. Available at SSRN: https://ssrn.com/abstract=2714691

Contact Information

Pey Woan Lee (Contact Author)
Singapore Management University - School of Law ( email )
60, Stamford Road
Level 4
Singapore, 178900
Singapore

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