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SINGAPORE JOURNAL OF LEGAL STUDIES

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    Enforcing Corporate Disclosure

    Citation: [2009] Sing JLS 332
    This article suggests that the gist of securities market disclosure is the furtherance of corporate governance and not investor protection. It will be argued that public enforcement of continuous disclosure rules remains the primary means of enforcement in Singapore. But this should be supplemented by private enforcement. While jurisdictions like the U.K. have introduced legislation loosely mirroring 10b-5 actions in the U.S., allowing investors to seek compensation largely from issuers (and their insurers), recent literature suggests this is a suboptimal solution, given that any damages are ultimately borne by existing shareholders. Courts also face difficulties in conceptualising or quantifying shareholder losses since these are derived from information concerning the assets and prospects of the underlying company. But Singapore courts have shown that it is possible to treat corporate misstatements as a form of fraud against the entity, where generous causation and remoteness rules are available to measure the damages suffered by the corporation.
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