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Our directors, Mr Mark Lee and Ms Sarah Yeo, spoke at the Chambers and Partners Virtual Forum (UK / Singapore) on the topic of:

“Corporate Governance or Trojan Horse; Revisiting the Concepts of Shareholder Passivity and Activism in a New World Order”

During the session, our directors brought their audience through the following, including:-

(1) The roles and influence of a shareholder and how these have morphed over the years, if at all

(2) An examination of the rights that a Singapore shareholder would have in the context of a Singapore incorporated company, including

• a statutory right to have the company’s constitution observed;

• rights to requisition, attend meetings and vote;

• limited rights to information;

• litigation (focusing on section 216 and section 216A, Companies Act (Cap. 50))

• reserve management powers. 

(3) Corporate law’s central dilemma of the separation of ownership (shareholders) and control (board).

(4) The underpinnings of corporate governance, and their wider practical implications for investor / shareholders, professional directors, legal practitioners and general counsels.

(5) The duties of a director and specifically whose interests should a board be obliged to consider / safeguard (i.e. all stakeholders?, just the financial interests of shareholders?, etc).

(6) Examining the suggestion of shareholders being “passive” property owners through the case studies of the ExxonMobil debacle (in the US), the Fujitec Ltd – Oasis Management dispute (in Japan) and USP Group Limited [2023] SGHC 106 (in Singapore).

(7) Examining the extent (if at all) of how advances in digital communication have increased shareholder mobilisation and the likelihood of litigation where there are failures of governance.

We were also deeply privileged to have Ms Sarah Kogan, Chambers Asia-Pacific Research Director, moderate the forum.

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Chambers and Partners is the world’s leading legal ranking and insights intelligence company operating across 200 jurisdictions which seeks to “differentiate the best legal talent … across discipline and expertise” globally.

Mr Mark Lee and Ms Sarah Yeo are both from WMH Law Corporation’s “boardroom ᵂᴹᴴ⁺” practice group which spearheads the firm’s boardroom, shareholder and joint venture practice.

Mark Lee – https://www.wmhlaw.com.sg/core-team/mark-lee

Sarah Yeo – https://www.wmhlaw.com.sg/core-team/sarah-yeo