Wednesday, 22 September 2010

Singapore: shareholders' access to company financial information

The Singapore High Court gave judgment earlier this month in Lian Hwee Choo Phebe v Maxz Universal Development Group Pte Ltd. [2010] SGHC 268. The judgment is, for the time being, available on the Singapore Law Watch website: see here. It is interesting for two reasons. First, it provides an excellent overview of recent case law concerning Section 216 (personal remedies in cases of oppression or injustice) of the Companies Act (Cap. 50, 2006 Rev Ed), against the background of the Court of Appeal decision Over & Over Ltd. v Bonvests Holdings Ltd. [2010] 2 SLR 776.

Second, there is discussion of the extent to which shareholders have access to company financial information beyond that to which they are statutorily entitled. In this regard, the trial judge observed (at para [87]) that "Apart from the annual audited accounts and accompanying reports, a member has no access to the accounting records of the company" but nevertheless found (para. [89]):

In my view, it could not be said that directors have an absolute right to deny financial information to shareholders in all circumstances. There is neither statutory nor common law authority to justify such an absolute position. As can be seen from the authorities ... it is clear that there is in principle no absolute bar against granting shareholders, in limited circumstances, access to specified financial information".

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