Notwithstanding that s. 216 of the Singapore Companies Act, on a literal construction, extends the oppression remedy to debentureholders of a company, there have to date been no reported cases in Singapore involving any attempted use of the oppression remedy by debentureholders. This article first explores the origins of the references to 'debentureholders' in s. 216. This article then proceeds to examine the scope of the s. 216 remedy in a debentureholder context, and concludes by discussing a number of principles upon which a fairness analysis in a debentureholder context may be undertaken.

This paper looks at the recommendation by the Securities Industry Council to revise the mandatory bid threshold in the Singapore Code on Take-overs and Mergers from the present 25% to a higher level. It is suggested that the price formation process in Singapore be studied and the welfare implications of such changes be considered before embarking on such revisions.

The doctrine of consideration has come under increasing attack. In Gay Choon Ing v. Loh Sze_x000D_ Ti Terence Peter, Andrew Phang Boon Leong J.A. of the Singapore Court of Appeal raises the_x000D_ spectre of its replacement with the doctrines of economic duress, undue influence, unconscionability and promissory estoppel. In response to the reasoning of Phang J.A. and others, I argue that: _x000D_ (i) consideration is not a meaningless doctrine; in particular, the adequacy of consideration is relevant to the enforceability of an agreement and 'practical benefit' can be made a meaningful concept;_x000D_ (ii) contract law does not, and should not, enforce all seriously intended undertakings; and (iii) the vitiating factors do not simply interrogate the presence of contractual intention and cannot replace the functions performed by consideration.

This paper attempts a critical analysis of the reasons which are often advanced and those which may be advanced to justify the elimination of accumulated preferred dividend arrears through corporate recapitalization schemes. It will also develop an argument based primarily on fundamental legal and economic principles to support the need for greater protection of preferred stockholders from such recapitalization schemes. The paper also explains why in the writer's opinion, the existing legislation in many of the American states and in Singapore are inadequate for this purpose.

The need for a proprietary interest in land on the part of the plaintiff in an action for private nuisance has for several years been the subject of judicial and academic debate. In a case decided recently by the House of Lords that debate appears, at least where the English courts are concerned, to have been resolved. This article examines the House of Lords' decision and considers its implications for courts elsewhere.

Since early 2005, members of the NUS Legal Skills Team have been engaged in a project jointly sponsored by the UNDP and the Singapore government to translate Lao laws into English. The translations have been adopted by the National Assembly of Laos, published online and made easily available with the aim of facilitating interaction between the international community and Laos. At this time, the team has already worked on more than three quarters of the total number of laws in Laos. This paper discusses the challenges faced by the project team and the insights gained in bridging the differences of language, legal system and culture. The author hopes that the insights will be relevant not just to those engaged in the process of legal translation but to transactional lawyers, law academics and other readers who have had to confront similar challenges in arriving at a true meeting of minds across legal systems and cultures

The Personal Data Protection Act 2012, which governs the collection, use and disclosure of personal data by organisations in Singapore, also establishes a statutory right of private action under s 48O. In light of the Bellingham litigation, this article addresses the questions of: (i) who can avail themselves of the right of action created by s 48O, whether a non-human entity be a “person” under s 48O and, if so, whether such an entity an appropriate beneficiary of s 48O; and (ii) the type of loss or damage s 48O envisages.

The states of ASEAN have adopted three distinct attitudes to foreign investment, each at a different level. At the international level, because of their membership of Third World groupings, they have associated themselves somewhat reluctantly, with the package of norms on foreign investment contained in the claims to a New International Economic Order. At the bilateral level, they have deviated from these norms and accepted the more traditional norms of foreign of foreign investment protection advocated by the capital-exporting States. However, there are indications in the bilateral investment treaties that such protection will not be given to all foreign investment. In their domestic laws on foreign investment, the ASEAN states, which generally believe in a strategy of foreign investment led development, have adopted a pragmatic approach. While devising mechanisms for controlling such investments to ensure that they contribute to national economic goals, they also seek to attract foreign capital by maintaining certain traditional norms of foreign investment protection. this article is a study of these trends. The general conclusion is that the ASEAN states would adhere to the pragmatic approach of maintaining national control while adhering to internationally accepted standards of investment protection.

Classical constitutional theory identified three functions of government—law-making, lawenforcement, and adjudication of legal disputes—and assigned them to three distinct branches of government. As this tripartite framework began to break down over the course of the twentieth century, constitutional theorists identified a fourth function—the protection of the constitution itself. The corruption of high-level public officials can undermine democracy, in large part by generating public cynicism about the possibility that government can act for the general good. In principle, a structurally independent institution suggests itself as the solution, such as electoral commissions and anti-corruption institutions. This paper presents two case studies of institutions supporting democracy in South Africa and Brazil. It suggests that those who design these institutions, and those who staff them, should be sensitive to the complicated interactions between independence, necessary to ensure that high-level corruption comes under scrutiny, and accountability, necessary to ensure that anti-corruption investigations are well-integrated into the nation's system of government as a whole.

A plaintiff-investor has been induced by pre-contractual misrepresentations to enter into an investment_x000D_ contract with a defendant-bank. This article discusses some of the issues which must be_x000D_ addressed in such cases. Although triggered by recent litigation between investors and banks, the_x000D_ discussion draws on basic commercial law principles which are of general application. Apart from the novel doctrine of 'contractual estoppel', there are alternative orthodox tools of the trade readily deployable by a commercial lawyer. These alternative means of reasoning include basic and well-established contract law principles of misrepresentation and traditional agency principles of authority, which have been overlooked because they have been overshadowed by contractual estoppel in current discourse. The point of this article is simply to take us back to basics by bringing these alternate analyses back into focus.