This second edition of Corporate Law incorporates the many changes recommended by the Companies Act Working Group (“CAWG”) in May 2019. Some of them were introduced by the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023 (Act 17 of 2023). Many of these involved the digital medium, which the COVID-19 pandemic showed that businesses required, in terms of notices, meetings, voting and communication generally. Going forward, the CAWG recognised that the Companies Act 1967 should remain as technologically neutral as possible. Continuing with the theme in the first edition, we agree that legislation should, as far as possible, permit innovation and development through changes to the corporate constitution. Even if most of the Act’s provisions are mandatory as the CAWG observed, the Act is not exhaustive of how businesses can be structured. This is perhaps seen most clearly in the new forms of fundraising that have arisen outside the regulated use of shares and debentures. The courts have led the way in recognising digital assets as forms of personal property, giving investors confidence to invest in them.

Through extensive case law analysis, this book offers invaluable insights into the changing landscape of corporate law in Singapore. It discusses judicial precedents which have significantly contributed to the development of areas of corporate law in Singapore. Explored within the pages of this book are areas including, but not limited to (a) the extent of membership rights; (b) veil piercing; (c) the permissibility of boards in approving conflict transactions carried out by their directors; (d) “core” fiduciary duties; (e) shareholder oppression in rights issues and generally in relation to corporate wrongs; (f) the no‑reflective loss principle; (g) capital maintenance and share repurchases; (h) floating charges and charge registration; and (i) liquidation generally and in the context of the restructuring of business trusts and partnerships.