Book Review: MINORITY SHAREHOLDERS’ RIGHTS AND REMEDIES

• Author: Michael EWING-CHOW LLB (National University of Singapore), LLM (Harvard); Assistant Professor, Faculty of Law, National University of Singapore.
• Published date: 01 December 2007
• Citation: (2007) 19 SAcLJ 184
• Date: 01 December 2007

1 A reviewer of the first edition of the book started his review by highlighting that a foreword (contained in that edition) penned by Sir Anthony Mason, the former Chief Justice of the High Court of Australia was the highest accolade that could be given to any book on minority shareholders’ rights and remedies.1 The inclusion in this second edition of that foreword as well as a new foreword by Singapore Judge of Appeal, Justice Andrew Phang, is perhaps illustrative of how the author has further built on the foundations laid by her already impressive first edition to reach even higher standards of excellence as well as the increasing autochthony of the book.

2 In his foreword, Justice Phang says that “[w]hat is particularly praiseworthy about this work is the manner in which it seamlessly weaves the theoretical foundations with practical rules and principles”. Having used the book, first as a text for academic teaching as well as a reference to provide practical advice to aggrieved shareholders, one wholly concurs with the learned judge. The discourse in the book constantly moves from the general theory to the specific rules and back again to the broader policy perspective with fluidity and clarity, thus enabling the reader to understand not just the “black letter” rules but the policy considerations behind those rules.

3 This is particularly important in an area in which, due to its very nature, it is difficult to ascertain the exact application of a rule. The regulation of relationships is a particularly difficult area in which to devise universal rules. Each party and each relationship has its own peculiarities, and the context for the application of the rule in such a collage of interconnected parties and relationships is important. The law on shareholders’ rights and remedies seeks to regulate the relationship between shareholders inter se and between shareholders and

management. However, each company is different and each shareholder enters into that company with different expectations and negotiated bargains. Thus, it is by definition an area in which the policy considerations significantly inform the interpretation of the rules and hence understanding those considerations becomes as paramount as knowing the rules themselves.

4 While much of the theory and policy considerations remain the same — the plight of minorities or the oppressed has long been a problem that governance scholars have tried to balance with the need to allow managers to exercise their discretion to take risks2—...