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Duties of Directors on Financial Reporting

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Quality financial information is imperative for the creation of strong markets. In response to the essential need for transparency, integrity and quality financial reporting, ACRA has commenced a Financial Reporting Surveillance Programme that enforces against poor financial reporting which often results in unreliable information and/or non-compliance with the prescribed standard of accounting.   Companies Act […]

Legal Liability of a Director in Singapore

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Under section 157A of the Companies Act (CA), the board of directors is to be deemed responsible for the management of a company and is to act in accordance with the duties assigned to a director as per the law. Failure to comply may result in a lawsuit, criminal penalties and/or be subject to removal […]

Clarification By The Singapore Court Of Appeal On The Principles For Imposing Tortious Liability On Directors For Contractual Breaches By A Company – Part 1

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Part 1: Introduction The Singapore Court of Appeal decision in PT Sanidpala Arthaputra & Ors v STMicroelectronics Asia Pacific Pte Ltd & Ors establishes the principles concerning the imposition of tortious liability on directors in regard to contractual breaches by their company. A director who permits authorisation or procures his company to breach contracts would typically not be […]

Directors And The Scope Of Fiduciary Duties

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Introduction A director of a company is subject to a wide scope of fiduciary duties. The issue as to whether certain acts or omissions may constitute a breach of these fiduciary duties is an issue that is often brought before the courts, and may pose further complications if the entity concerned is a family-run organisation. […]

Clarification By The Singapore Court Of Appeal On The Principles For Imposing Tortious Liability On Directors For Contractual Breaches By A Company – Part 2

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Part 2: Decision of the Court of Appeal The counterclaim that was brought by Oxel against Sandipala’s directors on the ground of unlawful means conspiracy made the Court of Appeal consider when a director should be held personally liable for the consequences arising from his company’s breach of a contract, to which he himself, is not […]

Fiduciary Duties of Directors

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Introduction to Fiduciary Duties   Fiduciary duties are the assumption by a director of duties, responsibilities and liabilities that arise by reason of the attributes of the office imposed by statutes and under the common law.   The functions of directors require them to: exercise their powers in accordance with the articles of association of […]

Lower Sentence in Novel Case of Director Liability for Company’s Money Laundering – Part 1

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Part 1: Introduction Abdul Ghani bin Tahir v Public Prosecutor [2017] SGHC is a landmark case is based on the issue of money laundering offences committed through bank accounts belonging to a company. This is the first prosecution of its kind under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (“CSDA”), which subsequently […]

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