Social organization in modern democracies is premised on a paradoxical relation. Power is bestowed upon the government, only to be ultimately exercised over its source – the people. A corollary of the systemic design is thus that power is to be exercised within stipulated limits, with the judiciary positioned to safeguard peoples’ rights. To this end, proportionality has emerged as a doctrine to guide judicial decisions over the appropriateness of legislation and governmental action.
Frustrating the No-Frustrating Rule – the Singapore Code on Takeovers and Mergers
An increasing number of iconic home-grown listed companies are acquired by foreign firms such as Raffles Hotel, Robinsons department store, Asia Pacific Breweries, and Fraser & Neave. The trend has raised public concerns of whether the government, should do more to protect local brands in Singapore. This leads to the question of whether no-frustration rule should be abolished from the Singapore Code on Takeovers and Mergers to allow the target board to erect defensive measures to frustrate the bid. In particular, whether the Delaware position in the United States should be adopted instead. Delaware is chosen as a comparator for this paper as the majority of companies listed in NASDAQ and NYSE are incorporated in Delaware.
Looking for Creativity in Telephone Directories: Global Yellow Pages
In Global Yellow Pages Ltd v Promedia Directories Pte Ltd (“Global Yellow Pages”), the Court of Appeal (“CA”) clarified the extent of copyright protection afforded to databases. In doing so, the CA considered issues of copyright subsistence and infringement for compilation of factual material, providing guidance on the nature of copyright protection in Singapore.
Versloot Dredging: Time for Singapore to Follow the Tide?
The traditional common law position in the field of insurance has always been biased towards the insurer, where insurance doctrines have been “inflexibly applied in favour of insurance companies.” This has been noted in several instances, such as the insured’s duty of non-disclosure, the interpretation of insurance policies, and in the context of fraudulent claims. In the recent UK case of Versloot Dredging v HDI Gerling Industrie Versicherung AG (“Versloot”), however, a shift in this attitude can be observed, specifically in regard to fraudulent claims.
The Promise of Contractual Interest: A Comparison between Singapore and Taiwan
This paper will compare the contract laws of Singapore and Taiwan in the following areas: (1) the extent to which contractual performance interest is protected; and (2) how remedies of breach of contract are justified and awarded.
The Turbulent Future of Zootopia Airways: A Review of the 2017 BlackOak Transactional Competition
The inaugural BlackOak Transactional Competition attracted over 70 participants from the SMU and NUS Law Faculties. Organised by the SMU Corporate and Commercial Law Club and sponsored by BlackOak LLC, the competition was carried out in the unique format of a five-way negotiation.
Is that indemnity form valid?
During the school holidays, it is common for students to sign up for extra-curricular activities and it is equally common to be asked to sign an indemnity form. In a typical indemnity form, you agree to waive your right of legal action in the event of personal injury or death, arising from the negligence of … Continue reading Is that indemnity form valid?
No Free Riding: The Scope of Auditors’ Negligence in Barclays
The extent of auditors’ liability in negligence has, on the whole, been a settled area of law, stemming from the important English case of Caparo Industries Inc v Dickman (“Caparo”). The decision in Caparo with respect to negligent audit work has been followed in Singapore and other Commonwealth countries such as Australia and Canada. Nonetheless, with the benefit of legal advice, disclaimers of liability limiting auditor liability to the audit clients have crept into auditors’ reports.
Punitive Damages & Contract Law: Implications of Airtrust
In PH Hydraulics & Engineering v Airtrust, the Singapore Court of Appeal (“CA”) addressed a significant point of law in respect of the availability of punitive damages for the breach of contract by a party. In their judgment, the CA held that concept of punishment has no place in the common law of contract. This case note aims to highlight the various arguments put forth by the CA in refusing to award punitive damages.
Trading on the Edge: Insider Trading Regulations in Singapore & in the US
In the fast-paced world of trading, everything revolves around gaining an edge. The challenge lies in striving to use information faster than others. If information fresh off the press is great, then a fortiori, information that has yet to hit the press is even better. This gives rise to the issue of insider trading, where parties attempt to take advantage of confidential information to gain an edge.
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