Publication Type

Journal Article

Version

publishedVersion

Publication Date

1-2024

Abstract

Company constitutions sometimes include powers to effect compulsory share acquisitions from members. Where these are introduced into the constitution after incorporation, the amendment, like all constitutional alterations, must be able to satisfy the common law “bona fide test” in order to be valid. The content of this test has been much debated since the first cases a century ago, and differences in view have emerged from the English and Australian courts. While there is no local case law on such expropriations per se, the High Court recently confirmed for the first time the applicability in Singapore of the common law test for constitutional amendments. This article reviews the development of the test in relation to the introduction of compulsory acquisition powers and analyses the most recent cases in the UK courts, which have largely confirmed the traditional English approach.

Discipline

Asian Studies | Business Organizations Law

Research Areas

Corporate, Finance and Securities Law

Publication

Singapore Academy of Law Journal

Volume

36

First Page

25

Last Page

41

ISSN

0218-2009

Publisher

Singapore Academy of Law

Copyright Owner and License

Authors

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