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Fiduciary Duties of Directors

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. Related posts: Directors and the Scope of Fiduciary Duties The Liability of Directors for Company Insolvencies

Clarification by the Singapore Court of Appeal on the Principles for Imposing Tortious Liability on Directors for Contractual Breaches by a Company

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…

DIRECTORS AND THE SCOPE OF FIDUCIARY DUTIES

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: 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…

Lower Ssentence in Novel Case of Director Liability for Company’s Money Laundering - Part 2

Part 2: Holding of the High Court In this second articles, we look at the director’s appeal to the High Court in Abdul Ghani bin Tahir v Public Prosecutor [2017] SGHC. On appeal, the High Court reduced the sentence imposed on the Defendant to 12 months’ imprisonment and a S$500,000 fine. The High Court also…

The Defendant was part of a business that engaged in the provision of corporate secretarial services. As part of the business, the Defendant incorporated 4 companies for foreign nations, all of whom were introduced by one Nadia Monica (“Nadia”). The companies include Kassar Logistics Pte Ltd (“Kassar”) and World Eastern International Pte Ltd (“WEL”). Due to the fact that the executive directors of these companies were based overseas, the Defendant opened bank accounts for them and acted as the local resident director of the companies. - Part 1

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”),…

The Liability of Directors for Company Insolvencies

Directors of an insolvent company owe a fiduciary duty to the general body of creditors of company. Directors may be found in breach of such duties if they continue the business of their company without due regard for the collective interest of the creditors. Related posts: Clarification by the Singapore Court of Appeal on the…

DUTIES OF DIRECTORS ON FINANCIAL REPORTING

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. Related posts: Fiduciary…

LEGAL LIABILITY OF A DIRECTOR IN SINGAPORE

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…

Walter-from-SIlvester-Legal-comment-on-shareholder-news-

Silvester Legal LLC on a recent case featured in Lian He Wan Bao 19 Jan 2021. Though using $1 to transfer the business ownership isn’t illegal, the major shareholder (boss) should always get the consensus from his other shareholders before proceeding with such a major business decision. Related posts: Shareholder Agreement How a Lawyer Can…