Book Review: The Law of Agency (Second Edition) by Tan Cheng Han
GE Dal Pont
Citation: [2018] Sing JLS 155
Professor Tan's monograph The Law of Agency, first published in 2010, forms part of Academy Publishing's 'Law Practice Series' which aims to publish seminal works on key subject areas in legal practice. It is encouraging, to this end, to see the law of agency take its rightful position in this cast, rather than simply being relegated to a sub-set of contract law (where it not infrequently resides in law school syllabi). There is much more, after all, to the law of agency than its common (but not invariable) contractual foundation; agency inhabits, and interacts with, other core areas within the modern law of obligations, including those sourced from tort, property and equity.
Book Review: Independent Directors in Asia: A Historical, Contextual and Comparative Approach by Dan W Puchniak, Harald Baum and Luke Nottage, eds
Pearlie Koh
Citation: [2018] Sing JLS 157
The concept of "legal transplants" and the role it played in the development of law gave rise to much, and at times polarised, debate amongst comparative lawyers. Nevertheless, there is no denying that such borrowing of legal rules does contribute to legal reformthe question is the extent of the transplant and the form it takes. In the area of corporate law alone, there is much evidence of such "transplantation" resulting in significant commonality in the governance of companies across jurisdictions. Indeed, comparative studies in corporate law are often informed by the underlying uniformity of the corporate form, and the laws that govern it. As Armour et al observed in their essay "What is Corporate Law?" in The Anatomy of Corporate Law: A Comparative and Functional Approach 3d ed (NewYork: Oxford University Press, 2017) 1 at p 1, "[b]usiness corporations have a fundamentally similar set of_x000D_
legal characteristicsand face a fundamentally similar set of legal problemsin all jurisdictions". Legal transplants run the gamut from the adoption of entire Acts to the borrowing of particular concepts. The independent director is an instance of the latter form of transplant. This particular concept has been so widely adopted that the presence of independent directors is de rigueur on corporate boards from Europe to Asia. Nevertheless, legal transplants may not always operate as expected in the country of reception. A number of jurisdiction-specific factors, including social, political and cultural, may influence the "success" of the transplant. Kahn-Freund astutely observed that the "problem of transplantation" (Otto Kahn-Freund, "On Uses and Misuses of Comparative Law" (1974) 37 Mod L Rev 1 at p 5) lay with "the inappropriateness of assuming that a legal norm or structure which had been seen to work well in one jurisdiction could be successfully introduced into another" (see Mark Freedland, "Otto Kahn-Freund (1900-1979)" in Jack Beatson & Reinhard Zimmermann, eds, Jurists Uprooted: German Speaking Émigré Lawyers in Twentieth-Century Britain (New York: Oxford University Press, 2004) 299 at p 311,_x000D_
cited in John W Cairns, "Watson, Walton, and the History of Legal Transplants" (2013) 41 Ga J Intl & Comp L 637 at p 687). Local context matters. This is the broad point so eloquently made in this book, which is edited by scholars whose own research backgrounds equip them with the insight to undertake a project of this nature. Asia is diversity itself. A project that attempts to look at a seemingly common concept in corporate governance, the independent director, must necessarily be prepared to embrace the inconvenience of difference and hence the challenge of weaving a coherent whole. The editors have managed this admirably by adopting a thoughtful structure.