(Non‐)Enforcement of Directors’ Duties in Corporate Groups: Goh Chan Peng V Beyonics Technology Ltd

16 Pages Posted: 6 Jul 2018

Date Written: July 2018

Abstract

Corporate groups, a ubiquitous feature of modern business, pose formidable challenges for common law courts relying on traditional corporate law doctrine. Arising out of a corporate group's recent bid to recover millions of dollars in lost profits from a former director and CEO who had diverted a core business, Goh Chan Peng v Beyonics Technology Ltd raised thorny issues of separate legal entity doctrine, single economic unit theory, and reflective loss shared by common law legal systems. Despite finding that the defendant had breached his duties to the ultimate holding company, the Singapore Court of Appeal absolved the faithless director from most of his liabilities, relying on limited domestic precedent to the exclusion of a rich body of Commonwealth jurisprudence – including the House of Lords’ landmark Johnson v Gore Wood decision. This note explores the paths not taken by the court, and highlights the pitfalls of a narrow, autochthonous approach to problems of common law doctrine.

Keywords: corporate groups, reflective loss, separate legal entity, single economic unit, autochthony, Goh Chan Peng v Beyonics Technology Ltd

Suggested Citation

Koh, Alan K., (Non‐)Enforcement of Directors’ Duties in Corporate Groups: Goh Chan Peng V Beyonics Technology Ltd (July 2018). The Modern Law Review, Vol. 81, Issue 4, pp. 673-688, 2018. Available at SSRN: https://ssrn.com/abstract=3208438 or http://dx.doi.org/10.1111/1468-2230.12356

Alan K. Koh (Contact Author)

Nanyang Business School ( email )

Nanyang Technological University
Block S3, 50 Nanyang Avenue
Singapore, 639798
Singapore

HOME PAGE: http://www.alankkoh.com

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