News & Publications

In a recently concluded trial in the Singapore High Court, our directors, Mr Mark Lee and Ms Sarah Yeo, represented a founder (minority shareholder) in a shareholder oppression claim and derivative action against the corporate group’s majority bloc. The matter traversed a spectrum of issues, including:-

1. The importance of not only convening timely Annual General Meetings but also presenting shareholders with financial statements that actually give a true and fair view of the company’s financial position and performance;
2. The implications (if any) of a company / board choosing to not prepare its group consolidated financial statements (including those of its foreign subsidiaries) on an assurance basis.
3. The complications of an individual holding cross-directorships across entities spread across multiple jurisdictions and, in particular, how a director should navigate his/her concurrent duties owed to both the parent and subsidiary companies.
4. The diversion of business opportunities by an errant majority bloc and the forensic / evidential challenges to establish the same.
5. The distinctions between personal wrongs suffered by the oppressed shareholder qua shareholder and corporate wrongs committed against the company.
6. The applicability (if at all) of a time bar, acquiescence and/or laches defence to a section 216 (minority oppression) and section 216A action (derivative action).

Notably, throughout this proceedings, multiple attempts were also made by the corporate group’s majority bloc to strike out (for various reasons) our client’s claim but which have all not succeeded.

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