Tan Choon Yong v Goh Jon Keat and Others and Other Suits
Judge | Tan Lee Meng J |
Judgment Date | 30 April 2009 |
Neutral Citation | [2009] SGHC 106 |
Court | High Court (Singapore) |
Defendant Counsel | Ismail Atan (Nanyang Law LLC) (to 9 February 2009) and Roy Yeo (Sterling Law Corporation) (from 9 February 2009),Mustaffa bin Abu Bakar (Mustaffa & Co) |
Published date | 05 May 2009 |
Plaintiff Counsel | Adrian Tan, Wendell Wong and Sophine Chin (Drew & Napier LLC) |
Subject Matter | Scope of remedies for oppression under s 216 Companies Act,Companies,Oppression,Application of s 216 Companies Act to non-quasi-partnership with external shareholders,Factors to take into consideration when deciding whether oppression under s 216 Companies Act (Cap 50, 2006 Rev Ed) extant,Section 216 Companies Act (Cap 50, 2006 Rev Ed) |
30 April 2009 |
Judgment reserved. |
Tan Lee Meng J:
5 All three actions were consolidated by an Order of Court on 13 November 2008.
Background
Dr Tan |
- |
25.3% |
Ms Perlyn Sim |
- |
0.8% |
Mr Goh |
- |
25.3% |
Ms Tan |
- |
25.3% |
12 Mention must be made of the role of Ms Tan’s husband, Mr Heng, who called himself a “founder of the company” and its “general manager” even though he had no employment contract with the company at the material time. Dr Tan asserted that Mr Heng was like a “shadow director” of the company. He added that Mr Heng took an active part in the day to day running of the company and worked together with Mr Goh on financial matters.
OTC Capital … is a market making trading platform for the securities of unlisted Singapore companies. It facilitates companies to raise new capital in a relatively cost-effective manner and allows the trading of the securities between registered OTC investors with Phillip Securities Pte Ltd ("PSPL") as the market maker.
OTC is not an approved exchange or a market and PSPL is not a recognized market operator market within the meaning of section 6 of the Securities and Futures Act ("SFA"). Therefore, OTC is practically self-regulated within the ambit of any relevant legislation or guidelines issued by the Monetary Authority of Singapore (“MAS”). The operations of OTC are conducted, managed and monitored by the personnel of PSPL and the management of OTC; while the OTC Committee approves the application submissions of companies seeking admission to OTC and also sets the rules of trading, disclosure and continuing obligations of the companies whose securities are quoted.
5 |
Fundamentally, the Company’s application to have its shares listed for trading on OTC Capital carries with it also the obligation generally to ensure proper disclosure of information and the conduct of its business affairs such that orderly market making and the integrity of trading via OTC Capital is not compromised. |
6 |
… [Y]our CAD report flows from a fundamental dispute having arisen between yourself and other key officers and shareholders of the Company and that one result of that report is an attempt to have you removed as CEO and director of the Company. |
7 |
We have only this morning been told that the EGM purportedly called to resolve on your removal as director and CEO is now cancelled but again... |
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