Singapore: a presumption of discount?

The Court of Appeal delivered judgment in Thio Syn Pyn v Thio Syn Kym Wendy [2019] SGCA 19 at the end of last month: see here (pdf). This is an important decision - and now leading authority - on an important aspect of the oppression remedy. More specifically, the court was required to consider, where oppression is established and a buy-out order is the remedy, whether there existed a presumption that the shares would be valued on a discounted basis where the company was not a quasi-partnership. The existence of such a presumption was rejected, the court stating (para. 33):

In our view, there does not appear to be an overarching principle or legal policy that justifies (as a general rule) the raising of a presumption of a discount in the context of non-quasipartnerships. None is to be found in the relevant case law or legal literature. Indeed, the latter strongly suggests otherwise. The question may be raised as to whether the proposition that the court concerned ought simply to look at all the facts and circumstances of the case in arriving at its decision as to whether a discount ought or ought not to be applied in the context of non-quasipartnerships is a viable principle to begin with. There is no conceptual objection to this proposition being a viable principle simply because it would have normative force inasmuch as it would be an objective universal or general starting-point for each court. Indeed, even if there were a presumption of a discount (which we hold is not the legal position), the court concerned would still be required to consider all the facts and circumstances of the case in order to decide whether such a presumption ought to be rebutted – in which case no discount would be applied".