Wednesday 14 September 2016

Singapore: shareholder's standing to bring an oppression claim

The High Court has, with reference to several English authorities, recently considered whether a shareholder had standing to bring an oppression claim under section 216 of the Companies Act (Cap 50, 2006 Rev Ed) where the shareholder had, since starting the claim, ceased to be a member of the company. The trial judge, in Lim Seng Wah v Han Meng Siew [2016] SGHC 177, held that the shareholder did not have standing but did note one important exception:
I agree with the statement that 'where a registered shareholder has freely disposed of his shares … he will no longer have locus standi once he has ceased to be registered as a member'. As a matter of principle, this must be correct. After all, it is trite that the matters complained of under s 216 must affect the applicant qua shareholder and that the court’s powers under s 216(2) are to be exercised 'with a view to bringing to an end or remedying the matters complained of'. With one exception, it is difficult to see how a plaintiff would still be entitled to a remedy under s 216 if he has ceased to be a shareholder. In such circumstances, it seems to me quite pointless to allow the plaintiff to carry on with the action. The one exception is where the events which caused the plaintiff to cease to be a shareholder are also the subject matter of the complaint under s 216."

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