Professor Hans Tjio delivers C J Koh Professorial Lecture

C J Koh Professor Hans Tjio delivered the C J Koh Professorial Lecture, titled “The Nature of Entities: Restructuring Reits and Business Trusts as Unregistered Companies” at the NUS Bukit Timah Campus on 24 August 2022. Guests who attended the Lecture include Mr Tan Hsuan Heng (representative from the Estate of C J Koh) and chairperson Justice Chua Lee Ming (Judge, Supreme Court).

NUS established the C J Koh Professorship in 1996 in honour of the late lawyer and philanthropist Mr Koh Choon Joo. The Professorship is supported by a generous gift from the Estate of C J Koh, to enable NUS Law to engage distinguished legal experts who will teach and participate in research, bringing their knowledge and unique perspectives to the NUS community and to Singapore to further its ever-growing regional and international role.

This lecture discussed the use of alternative business forms which can be traced back to the unincorporated joint stock company, which was frequently a partnership with trust elements. The Singapore Exchange is headlined by REITs and business trusts, but there are issues with their liquidation and restructuring. They have been compared to a company with clear asset partitioning that grants creditor claim priority to a segregated fund. Such partitioning existed in partnerships and trusts, and Victorian legislatures who drafted early company legislation recognized it. Eagle Hospitality Real Estate Investment Trust (EH-REIT) was treated as a person for Chapter 11 restructuring purposes in the United States in 2021. It is argued that they should be restructured as “unregistered companies” under Commonwealth Companies Acts.

David Marshall Professor Simon Chesterman (Dean, NUS Law) officially welcoming guests to the Lecture

Justice Chua Lee Ming (Judge, Supreme Court) welcoming and introducing the speaker, Professor Hans Tjio

Professor Hans Tjio delivering the lecture

Post-lecture discussion session moderated by Chairperson Justice Chua Lee Ming

Audience participation during the Question & Answer session

(L to R): Professor Hans Tjio, Mr Tan Hsuan Heng, Justice Chua Lee Ming, Professor Simon Chesterman

About Professor Hans Tjio

Hans Tjio is C J Koh Professor and Director of EW Barker Centre for Law & Business at NUS Law. He has published in international and local journals, and written books on company law, securities regulation and trust law, and contributes to Palmer’s Company Law (Geoffrey Morse ed). He was previously seconded to the Monetary Authority of Singapore and the Ministry of Law. He is presently serving as Deputy Chairman of the SGX Listing Advisory Committee, as a member on the Securities Industry Council, the MAS Appeal Advisory Panel, the ACRA Corporate Law Advisory Panel and a consultant with TSMP Law Corporation. He provided expert evidence to the Delaware Bankruptcy Court in the EH-REIT case.