Executive Summary

The Defendant served 2 payment claims on the Plaintiff for work done up to end of November 2014 in the month of December 2014. It was common ground that the revised payment claim served on 26 December 2014 (“PC3R”), replaced the earlier payment claim dated 5 December 2014. • The Defendant then served a third payment claim (“PC4”) in the same payment claim period, i.e., on 30 December 2014, this time for work done up to end of December 2014. • PC3R was not withdrawn by the Defendant. • The Defendant lodged an adjudication application on the basis of PC4, and was successful in its application. • The Plaintiff applied to the High Court to set aside the adjudication determination. • The Plaintiff submitted that section 10(1) of the SOPA, read with regulation 5(1) of the SOPA Regulations restricted the Defendant to a maximum of one payment claim a month in respect of a progress payment. • However, the Defendant argued that PC4 was valid as it covered work completed in a different reference period and this was permissible under section 10(1) of the SOPA. This argument also formed the basis of the adjudicator’s determination. • The High Court held that the Defendant was only permitted to serve one progress payment claim per month in respect of only one reference period. In so doing, the High Court allowed the Plaintiff’s application and set aside the adjudication determination. COMPANY LAW: • Petroships Investment Pte Ltd v Wealthplus Pte Ltd & Ors [2015] SGHC 145 (Singapore, High Court, 29 May 2015) 8 o A 10% minority shareholder applied under section 216A of the Companies Act for permission to bring a derivative suit against the company’s directors and ultimate holding company. o The majority shareholder resolved to wind up the company voluntarily, and the current liquidator declined to commence actions for the claims alleged by the minority shareholder. LAWWATCH 1 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). o Under section 216A, a shareholder seeking the court’s approval to bring a derivative action on behalf of the company had to establish, among other things, that it was prima facie in the interests of the company that the action be brought (section 216A(1)(c)). o The Singapore High Court held that where the company was winding up and in the control of a liquidator, it would be very difficult to establish this as control of the company had been removed from the self-interested majority and vested in a disinterested liquidator. • Lim Yew Ming v Aik Chuan Construction Pte Ltd & Ors [2015] SGHC 101 (Singapore, High Court, 15 April 2015) 10 o The majority shareholder and managing director of a company wanted the company to move into a new business area. o The other shareholders and directors were his siblings and mother and they opposed his plans. o When he called an EGM to push his plans through via his majority vote, they blocked him by refusing to attend the EGM, thereby preventing the meeting via a lack of quorum. o He applied under section 182 of the Companies Act to be allowed to hold an EGM of one. o The Singapore High Court held that section 182 required that there be an impracticability to call a meeting for the court to exercise its powers. o An inability to meet quorum requirements due to members not wanting to attend the meeting was constituted as there being impracticability under section 182. LAWWATCH 1 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). WONGPARTNERSHIP ACTS IN… Investment by Lion-OCBC Capital Asia Fund I, L.P. in small and medium-sized firms in Singapore, Malaysia, Indonesia and the PRC The Firm is acting for Oversea-Chinese Banking Corporation Limited (“OCBC Bank”) as the Sponsor, and LionGlobal Capital Partners Pte. Ltd. (“LionGlobal”) as the General Partner of Lion-OCBC Capital Asia Fund I, L.P., a private equity fund investing into companies with businesses generally in the agriculture, oil and gas, natural resources and consumer-related industries, and which are generally located in Singapore, Malaysia, Indonesia and the PRC. This is the first private equity fund sponsored by OCBC Bank. The initial target of the fund was S$400 million, but strong demand by investors meant that the fund ended almost 40% higher at S$550 million. Low Kah Keong, Head of the Firm’s Asset Management & Funds Practice and Partner, Felicia Marie Ng are advising OCBC Bank and LionGlobal on this matter. Other recent matters that the Firm was involved in were: DESCRIPTION TYPE Singapore Exchange Securities Trading Limited’s collaboration with Clearbridge Accelerator Pte. Ltd. to develop and grow a capital-raising platform for entrepreneurs and small and medium-sized enterprises through the provision of a S$1.5 million grant to Capbridge Pte. Ltd., the wholly-owned subsidiary of Clearbridge Accelerator Pte. Ltd. Corporate/M&A Drafting the contract for the development and construction of Toll Logistics (Asia) Limited’s new high-tech logistics facility near Tuas port Infrastructure, Construction & Engineering Proposed investment of US$150 million by KKR Jupiter Investors Pte. Ltd. in JBF Industries Limited and its Singapore subsidiary, JBF Global Pte. Ltd. Corporate/M&A LOW Kah Keong d: +65 6416 8209 e: kahkeong.low@ wongpartnership.com Felicia Marie NG d: +65 6416 8203 e: felicia.ng@ wongpartnership.com LAWWATCH 2 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). DESCRIPTION TYPE Berkley International Limited’s proposed S$117.5 million acquisition of Lizhong Wheel Group Ltd. Corporate/M&A Keong Hong Holdings Limited’s establishment of its S$150 million multicurrency medium term note programme (“Programme”) and the issuance of S$50 million in aggregate principal amount of 6.00% notes under the Programme Debt Capital Markets Issue of S$60 million 4.50% notes due 2018 under Religare Health Trust Trustee Manager Pte. Ltd’s S$500 million multicurrency medium term note programme, with DBS Bank Ltd., Deutsche Bank AG, Singapore Branch, Standard Chartered Bank and Religare Capital Markets (Singapore) Pte. Limited as joint lead managers Debt Capital Markets Sale by Kewalram Singapore Limited of 221,962,556 shares in Olam International Ltd. to Mitsubishi Corporation Corporate/M&A Establishment by Roxy-Pacific Holdings Limited of its S$500 million multicurrency debt issuance programme Debt Capital Markets Advising on regulatory obligations arising under Singapore law pursuant to the competitive US$6.9 billion bid by EXOR S.p.A, one of Europe’s leading investment companies listed on the Borsa Italiana, to acquire PartnerRe Ltd., the ultimate holding company of Partner Reinsurance Asia Pte. Ltd., a Singaporeincorporated reinsurance company Financial Services Regulatory Subscription by Mitsubishi Corporation of 332,727,273 ordinary shares in Olam International Ltd. for approximately S$915 million Corporate/M&A The all-stock takeover offer for Samsung C&T Corporations by its de facto holding company, Cheil Industries Inc., by way of a merger under Korean law, valued at approximately US$7.7 billion Corporate/M&A LAWWATCH 3 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). DESCRIPTION TYPE Acquisition of Broadcom Corporation by Avago Technologies Limited Corporate/M&A Subscription by Standard Chartered Private Equity of new shares amounting to US$52 million in Crystal Jade Group Holdings, an L Capital Asia portfolio company Corporate/M&A Acquisition by Apollo Management VIII, L.P.(“Apollo”), a fund managed under Apollo Global Management, LLC, of OM Group, Inc. (“OM Group”) and the sale by Apollo of the Electronic Chemicals and Photomasks segments of OM Group to Platform Specialty Products Corporation Corporate/M&A LAWWATCH 4 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). CONSTRUCTION The Singapore High Court clarifies that a progress payment for one specified period of work only may be included in a payment claim served under the SOPA: -- Libra Building Construction Pte Ltd v Emergent Engineering Pte Ltd [2015] SGHC 279 (Singapore, High Court, 27 October 2015) Under section 10(1) of the Building and Construction Industry Security of Payment Act (“SOPA”), read with regulation 5(1) of the Building and Construction Industry Security of Payment Regulations (the “Regulations”), a claimant may serve one payment claim in respect of a progress payment on a respondent at a maximum frequency of once per month. In Libra Building Construction Pte Ltd v Emergent Engineering Pte Ltd [2015] SGHC 279, the High Court had to consider whether a claimant was permitted to serve in the same payment claim period multiple payment claims, each for different reference periods (defined as specific periods of work, and in this case November and December 2014). This was an important question as an affirmative answer would essentially allow a claimant to “bank” payment claims for different reference periods, and serve them in one payment claim period, potentially causing difficulties for a respondent. The High Court held that it was not in keeping with the legislative intent of the SOPA to allow claimants to “bank” payment claims. The Defendant in the present case was entitled to serve only one payment claim a month and this could only be in respect of one reference period. WongPartnership acted for the successful Plaintiff. This Update takes a look at the decision. Facts The Defendant was awarded the sub-contract by the Plaintiff for a project at Singapore Polytechnic. The relationship between the parties became fractious almost from the outset, and culminated in the Plaintiff alleging that the Defendant had repudiated the contract by abandoning the project. At the heart of the proceedings between the parties were three payment claims issued by the Defendant: • Payment Claim 3 dated 5 December 2014 (“PC3”) • Payment Claim 3 (revised) dated 26 December 2014 (“PC3R”) • Payment Claim 4 dated 31 December 2014 (“PC4”) To discuss the possible implications of this for your business, please contact: Christopher CHUAH d: +65 6416 8140 e: christopher.chuah@ wongpartnership.com LEE Hwai Bin d: +65 6416 8180 e: hwaibin.lee@ wongpartnership.com LAWWATCH 5 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). PC3R was issued by the Defendant to replace PC3. PC3 and PC3R were for work done up until the end of November 2014, and PC4 was for work done up until the end of December 2014, so they covered different reference periods. The Defendant submitted that the usual practice between the parties was for the payment claims to be issued on any day in the month following completion of the work. However, in December 2014, following the issuance of PC3R, the Plaintiff’s new general manager allegedly notified the Defendant that all payment claims must be served on the 30th of the month pursuant to the contract. It was the Defendant’s position that it understood this to mean that the Plaintiff was saying that PC3R was invalid because it had been submitted on 26 December 2014. This was what prompted the Defendant to then issue PC4 on 30 December 2014. However the Defendant did not withdraw PC3R when it issued PC4, even though the payment claims covered difference reference periods, and elected to apply for adjudication on PC4. The Adjudicator found that, as PC3R and PC4 covered claims for different months and therefore different reference periods, PC4 had not been served in breach of section 10(1) of the SOPA, read with regulation 5(1) of the Regulations. Decision The main issue before the Court was whether PC4 was valid notwithstanding that it was served second in time to PC3R in the same payment claim period, given that PC4 and PC3R covered different reference periods. The Defendant pointed to the decision of the Singapore Court of Appeal in Lee Wee Lick Terence (alias Li Weili Terence v Chua Say Eng (formerly trading as Weng Fatt Construction Engineering) and another appeal [2013] 1 SLR 401 (“Chua Say Eng”), where the Court of Appeal held that the cumulative effect of section 10(1) of the SOPA, read with regulation 5(1) of the Regulations was to restrict the claimant to a maximum of one payment claim a month in respect of a progress payment, however the claimant was not compelled to serve payment claims on a monthly basis. The Defendant submitted that the Court of Appeal had left it open as to whether a claimant could serve multiple payment claims for different reference periods in the same payment claim period, given that a claimant was able to choose to hold off from serving a payment claim in respect of work done in any given month. It followed that if this interpretation was correct, then PC4 would not be invalidated as it covered a difference reference period from PC3R. LAWWATCH 6 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). The Court in the present case noted that the impact of accepting such an interpretation could have significant consequences for a respondent facing payment claims. If a claimant was to “bank” multiple payment claims for different reference periods and serve them all at once, or within a short span of time, this could leave a respondent scrambling to timeously file complete and comprehensive payment responses to a deluge of payment claims. This could severely debilitate the respondent. The Court held that such considerations must ultimately count against reading section 10(1) as permitting service of multiple payment claims for different reference periods in the same payment claim period. The Court disagreed with the Defendant’s submission that the Court of Appeal had left open the possibility of such an interpretation in Chua Say Eng. Instead, the Court was of the view that the Court of Appeal was actually expressing the view that where a claimant held over a payment claim, the payment claim once served ought to specify a longer reference period reflecting the larger period of work covered by the claim. Therefore, instead of multiple payment claims, the Court of Appeal was of the view that there should be one payment claim covering a longer reference period. The Court set out the scheme of the statutory provisions governing the submission of payment claims, in light of the holding in Chua Say Eng as follows: • There is to be only one payment claim served in respect of a progress payment (section 10(1)); • Multiple payment claims for different reference periods in the same payment claim period are impermissible; • The time for and frequency of service of a payment claim is first and foremost a matter of contract (section 10(2)(a)); • Where the contract is silent, the default setting is one payment claim per month served on the last day following the month in which the contract was made (regulation 5(1)); • Regulation 5(1) read with section 10(1) imposes a maximum frequency of one payment claim a month; and • Where payment claims are held over, one payment claim ought to be served stipulating the enlarged reference period (section 10(3)(a)). Further, the Court noted that it was evident from a review of the relevant clause in the contract between the parties that the Defendant’s contractual expectation was to receive monthly progress payments upon service of monthly payment claims by the 30th of any given month. There was no room to burrow in the words “per reference period” in the applicable clause. The Court held that as long as the relevant clause in the contract was not LAWWATCH 7 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). inconsistent with section 10(1) of the SOPA, which in the present case it was not, that clause ought to have been given effect to. The Court held that, if the Defendant had withdrawn PC3R when it served PC4, PC4 could have been saved. The Court could see no reason why a payment claim could not be unilaterally withdrawn, given that it was a contractual right and ultimately the claimant’s right to pursue payment as it sees fit, subject to the strictures of the SOPA. Similarly, the Court held that it could see no reason why a claimant could not substitute one payment claim with another, so long as service of the second payment claim was made within the same payment claim period. As a final point, the Court noted that allowing claimants to “bank” their claims was not in keeping with the legislative intent of the SOPA, and could lead to abuse. Any claimants who chose to hold over their payment claims for whatever reason were clearly not in pressing need of the relief provided under the Act. As such, a safeguard was necessary and it was the Court’s view that such a safeguard existed in section 10(1). Our Comments / Analysis This is the first local decision of its kind, dealing with multiple claims for different reference periods made within the same claim period. In arriving at its decision, the High Court took the Court of Appeal’s lead in Chua Say Eng in interpreting section 10 of the SOPA and regulation 5(1). In its analysis, the High Court was mindful that its decision should not be one which opened floodgates to abuse, preferring to interpret section 10(1) as a provision affording safeguard against any abuse by claimants when faced with multiple claims. The High Court also noted that similar positions were taken by the courts in New South Wales, which has in place a similar legislation and from which the SOPA draws its influence. It is therefore of paramount importance that a claimant serves a payment claim in accordance with the SOPA – in this instance, one payment claim in the claimed month – as a failure to do so would render an adjudication void for want of jurisdiction on the part of the adjudicator. If a claimant serves a revised payment claim, it is important for the claimant to convey its intention for the revised claim to stand in place of the original payment claim. LAWWATCH 8 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). COMPANY LAW Application to Bring Derivative Action Rejected as Company Was Being Wound Up -- Petroships Investment Pte Ltd v Wealthplus Pte Ltd & Ors [2015] SGHC 145 (Singapore, High Court, 29 May 2015) In the case of Petroships Investment Pte Ltd v Wealthplus Pte Ltd & Ors [2015] SGHC 145 (Singapore, High Court, 29 May 2015), Petroships Investment Pte Ltd (“Petroships”) was a minority shareholder in Wealthplus Pte Ltd (“Wealthplus”), holding 10% of its issued shares. Petroships brought an application under section 216A of the Companies Act seeking court approval to commence a derivative action on behalf of Wealthplus against two groups of defendants: Wealthplus’ ultimate holding company and its related companies, and the two current directors of Wealthplus, both of whom were the appointees of its ultimate holding company. The Singapore High Court rejected the application. It held that Petroships had not satisfied two of the three requirements of section 216A(3) for being allowed to bring a derivative action: • It had not shown that it was acting in good faith (section 216A(3)(b)); and • It had not shown that it was prima facie in the interests of the company that the action be brought (section 216A(3)(c)). This case note will focus on the Court’s discussion of the interaction between section 216A(1)(c) and liquidation. Background Section 216A(3)(c) requires that, before allowing the minority shareholder to bring a derivative action, the Court must be satisfied that “it appears to be prima facie in the interests of the company that the action be brought”. In order to satisfy this limb of section 216A(3)(c), the applicant must first satisfy the court that the derivative action is legitimate and arguable. If he is able to do so, he must then satisfy the court that the derivative action is in the practical and commercial interests of the company. In this case, the liquidation was a voluntary one. It was started pursuant to a resolution brought by the majority shareholders after Petroships had started its section 216A application. In the view of the Court, the fact that the company was in liquidation and that the liquidators had declined to commence proceedings against the persons alleged by Petroships to be liable to Wealthplus made it very difficult for Petroships to show that it was prima facie in the interests of the company that the action be brought. To discuss the possible implications of this for your business, please contact: Annabelle YIP d: +65 6416 8249 e: annabelle.yip@ wongpartnership.com Joy TAN d: +65 6416 8138 e: joy.tan@ wongpartnership.com LAWWATCH 9 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). Decision The Court noted that where a company is in liquidation, the decision of whether to pursue an action is in the hands of its liquidator who is entitled to exercise this power unilaterally, without the approval of the shareholders in a general meeting. Accordingly, in the view of the Court, once a company is put into liquidation, the underlying rationale for a derivative action largely disappears. Control of the company is removed from the self-interested majority and vested in a disinterested liquidator. The liquidator has a legal obligation to discharge his duties and to exercise his powers competently and impartially, without fear or favour. The Court noted that Petroships had sought to argue that the liquidators were being influenced by the majority shareholders of Wealthplus to not bring an action against them. As a voluntary liquidation, the majority shareholders had the power to remove the liquidators and appoint new liquidators in their place. When the previous liquidators had sought to investigate the allegations brought by Petroships, the majority shareholders had exercised this power to remove them. The new liquidators were aware of this fact and were therefore not going to act against the wishes of the majority shareholders. The Court stated, however, the burden was on Petroships to prove that the liquidators’ decision not to cause Wealthplus to pursue the subject-matter of the derivative action was tainted by a lack of good faith. Petroships had not been able to present any evidence of this. The Court further noted that, even if its allegations against the liquidators were true, Petroships had other options: • If Petroships alleged that the liquidators’ conduct was so egregious as to warrant their removal, it could apply to the court under section 302 of the Companies Act to remove the liquidators and to replace them with its own nominees. • If it was of the view that the liquidators had erred in their decision but without warranting removal, it could apply to the court under section 315 of the Companies Act as a person aggrieved to have the liquidator’s decision reversed and for a direction that the liquidator commence action. • It could in any event invite the court to exercise its common law power to order the liquidators to allow Petroships, as a contributory and therefore a party to the liquidation, to bring proceedings in the name of the company against suitable indemnities. Alternatively, if the liquidators had indicated an intention to pursue Petroships’ allegations through litigation but the majority shareholders convened a LAWWATCH 10 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). general meeting of members under section 294(3) of the Companies Act in order to remove the liquidators, Petroships could do one of the following: • It could agree to fund the liquidators’ application to court under section 294(3) of the Companies Act for an order that they not be removed. The Court noted that Petroships could indeed have used just such an approach to prevent the original liquidators from being removed. • It could itself pose a question for the court to determine on an application under section 310(1) of the Companies Act to prevent the removal. • It could apply to the court to exercise its common law power to allow Petroships to bring proceedings in the name of the company against suitable indemnities. The difference between these suggested remedies and an application to seek leave to bring a derivative action under section 216A was that in each of the former options, it would be Petroships that would bear the cost of the applications whereas in the latter case it is typically the company who bears the cost of the litigation. Court Allows EGM of One Member when Other Shareholders Refuse to Attend -- Lim Yew Ming v Aik Chuan Construction Pte Ltd & Ors [2015] SGHC 101 (Singapore, High Court, 15 April 2015) The plaintiff was the majority shareholder of Aik Chuan Construction Pte Ltd (“Company”). He held 51.5% of the shares of the Company. The remaining 48.5% were held by his siblings and his mother. He was also the managing director of the Company. The other two members of the board of directors were his siblings. The Company was active in the construction industry and boarding business, and the plaintiff wanted the Company to move into the renewable energy sector. However, the other shareholders and directors of the Company opposed his plans. When the plaintiff tried to get funding for a renewable energy project, the other two directors refused to sign the corporate guarantee required by the bank. The plaintiff called an extraordinary general meeting (“EGM”) to remove his two siblings as directors. As he held the majority of the voting rights, he would have been able to force the resolution through. However, the other shareholders simply balked his plans by refusing to turn up for the EGM. Under the Company’s articles of association, at least “two members present in person” were required to form a quorum. LAWWATCH 11 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). The plaintiff brought an application to the Singapore High Court seeking an order to be allowed to call an EGM of one pursuant to section 182 of the Companies Act. This section provides as follows: “If for any reason, it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the articles or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or proxy shall be deemed to constitute a meeting.…” Decision The Singapore High Court granted the order requested. It noted that what section 182 requires is that there is impracticability in calling or conducting a meeting. The Court examined case law from various jurisdictions and found that it supported the position that an inability to meet quorum requirements due to members not wanting to attend the meeting is an example of there being impracticability under section 182 of the Companies Act (or its equivalent), and can be grounds for judicial intervention. In the view of the Court, requiring deadlock extending to day-to-day management would set the bar too high. Section 182 did not use the word “deadlock”. That section simply required that there be impracticability. While deadlock would certainly amount to impracticability, impracticability was not synonymous with deadlock. The Court also rejected the argument that, in considering section 182, the law applied a different approach to family run companies, and also found on the facts that there was no evidence of an agreement between the family members that the Company had to be run by consensus. LAWWATCH 12 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). SOME OF OUR OTHER UPDATES … DATE TITLE 2 November 2015 LegisWatch: SGX Listing Manual Update: Amendments to Practice Note 7.2 effective on 1 December 2015 27 October 2015 CaseWatch: Employers must clearly address reasons for termination in a letter of dismissal 16 October 2015 LegisWatch: Policy Consultation on Margin Requirements for Non-Centrally Cleared Derivatives 8 October 2015 LawWatch: Financial Services Edition Issue 3 of 2015 LAWWATCH 13 ISSUE 5/2015 © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). WONGPARTNERSHIP OFFICES SINGAPORE WongPartnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 Tel: +65 6416 8000 Fax: +65 6532 5711/5722 CHINA WongPartnership LLP Beijing Representative Office Unit 3111 China World Office 2 1 Jianguomenwai Avenue, Chaoyang District Beijing 100004, PRC Tel: +86 10 6505 6900 Fax: +86 10 6505 2562 WongPartnership LLP Shanghai Representative Office Unit 1015 Corporate Avenue 1 222 Hubin Road Shanghai 200021, PRC Tel: +86 21 6340 3131 Fax: +86 21 6340 3315 INDONESIA Makes & Partners Law Firm (an associate firm) Menara Batavia, 7th Floor Jl. KH. Mas Mansyur Kav. 126 Jakarta 10220, Indonesia Tel: +62 21 574 7181 Fax: +62 21 574 7180 Website: makeslaw.com MALAYSIA Foong & Partners (an associate firm) Advocates & Solicitors 13-1, Menara 1MK, Kompleks 1 Mont’ Kiara No 1 Jalan Kiara, Mont’ Kiara 50480 Kuala Lumpur, Malaysia Tel: +60 3 6419 0822 Fax: +60 3 6419 0823 Website: foongpartners.com MIDDLE EAST WongPartnership LLP Abu Dhabi Branch Al Bateen Towers, Building C3, Office 11-01 (P1) P.O. Box No. 37883 Abu Dhabi, UAE Tel: +971 2 651 0800 Fax: +971 2 635 9706 MYANMAR WongPartnership Myanmar Ltd. No. 1, Kaba Aye Pagoda Road Business Suite #03-02, Yankin Township Yangon, Myanmar Tel: +95 1 544 061 Fax: +95 1 544 069 contactus@wongpartnership.com wongpartnership.com