The two principal remedies in corporate law against abusive conduct toward minorities are the derivative action and the oppression action. The former allows a proper complainant to seek relief on behalf of the company while the latter provides non-controlling shareholders with various personal remedies where they establish oppressive conduct. The courts have recently proposed a distinction between an “essentially corporate wrong” (which members may purportedly only rectify under the derivative action) and a “personal wrong” (which is purportedly the only valid basis for the oppression action). It is suggested that focusing on the nature of the wrong is untenable given commercial realities that a wrong to a company can also readily prejudice members’ rights. Instead, the emphasis should be on the agreement or understanding of the parties and the specific reliefs being sought.

Cases all around the world have had to deal with statutory changes that have diluted capital maintenance rules. The duty on directors to act in the best interest of the company has had to fill the gap in situations in which returns to shareholders (even where enlightened) are no longer the only concern. Recent decisions on creditor interests in the vicinity of insolvency in the UK and Singapore are contrasted. The suggestion is that any indirect “creditor duty” is hard to specify and enforce given the continued focus on the company and its shareholders. Instead, the focus should shift from the company’s interest to the proper exercise of powers by directors viewed against the various statutory obligations of companies (that remain) in or around insolvency.

In Credit Suisse Trust Limited v Ivanishvili, Bidzina and others, the Singapore Court of Appeal rejected the proposition that a fiduciary’s duty of good faith is exclusively proscriptive, holding that this duty is not only a fiduciary duty but also has several prescriptive dimensions. This Comment examines the theoretical and practical implications of the decision both as regards the duty of good faith and the broader taxonomy of fiduciary duties and remedies in Singapore law.

In divorce proceedings, a party to a marriage may seek to satisfy the court that the marriage has irretrievably broken down by proving, inter alia, that the other party has committed adultery. But what is the standard of proof for adultery? In WQX v WQW, the General Division of the High Court (Family Division) found that the wife had proved beyond reasonable doubt that the husband had committed adultery, but it queried whether the criminal standard of proof beyond reasonable doubt for adultery, which applied in the past, is still warranted today. It is submitted that there are indeed strong arguments in favour of lowering the standard of proof for adultery from the criminal standard of proof beyond reasonable doubt to the civil standard of proof on a balance of probabilities.

This Note discusses the application for judicial review initiated by the Sabah Law Society in respect of special grant reviews and payments between the Federation of Malaysia and the State of Sabah under Articles 112C and 112D of the Malaysian Federal Constitution. It is argued that the Malaysian High Court in granting leave to commence judicial review proceedings, and the Court of Appeal in upholding the High Court’s decision, ought to have considered whether the rights of the State of Sabah could be enforced by the Sabah Law Society in judicial review proceedings before the High Court. The Note concludes that any dispute on the special grant ought to be resolved in proceedings between the Federation and the State concerned and falls within the exclusive and original jurisdiction of the Malaysian Federal Court.

Common Law and Civil Law Perspectives on Tort Law is a comparative work that provides both contextual insights into and practical analysis of tort law in selected common law and civil law jurisdictions, including France, Italy, Germany, England, and the United States. The book is divided into eight chapters, with Chapter 1 setting out the place of tort law in the respective legal systems. This is in some ways the most interesting chapter as it locates tort law within the social, cultural, and political contexts of the jurisdictions. As the authors note, tort law reflects to some degree the values a society places on risk allocation, mutual obligations, and protection of the vulnerable. It is dynamic and shaped both by legislation and judicial decisions. While the book purports to deal with tort law, in fact it is largely concerned with the tort of negligence.

This work is essentially an update of the authors’ earlier three editions of Criminal Law in Malaysia and Singapore (2007, 2012, 2018) but with one crucial difference. This latest monograph deals only with Singapore, and no longer pairs it with Malaysia. One may justifiably wonder why this separation has taken 57 years more than the political event which created the two independent jurisdictions in 1965. There are two ways of regarding this phenomenon. First, one can attribute this to the near universality and timelessness of the original Indian Penal Code which both Singapore and Malaysia inherited during the days of Empire. Notwithstanding progressively growing divergences in the political, social, cultural and economic contexts between the two jurisdictions, the Penal Code continued to serve both jurisdictions just as well as before. On the other hand, one can lament the failure in both jurisdictions to reform and update the Code for modern times, leaving judges with the unenviable task of pouring new wine in old bottles. Whilst Malaysia has certainly enacted amendments to its Code, it is in Singapore that we have seen a more concerted and comprehensive programme to renovate the Code, culminating in what are perhaps the most substantial reforms in its history in the great amendments of 2019, following upon the rather more modest set of reforms in 2007. The Criminal Law Reform Act 2019 (Act 15 of 2019) was the tipping point and the prospect of a fourth edition encompassing both jurisdictions began to look unwieldy. Thus, was born a new monograph on Singapore alone, and hopefully the first of more editions to come.

Rigorous legal theoretical work should explain and justify not just substantive legal rules, but also the procedural superstructure within which those rules are invoked, litigated, and given effect. Dr Timothy Liau’s monograph, Standing in Private Law: Powers of Enforcement in the Law of Obligations and Trusts, is an example of this. Against the long-standing view that standing rules are either absent from or inconsequential to private law, Liau argues that courts and commentators should recognise the existence of a general rule of standing in private law – only the primary right-holder has standing to enforce his rights – with several exceptions.