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Singapore just and equitable winding up

Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd

[2020] 1 SLR 606
JurisdictionSingapore
CourtSingapore Court of Appeal
Year2020
StatusBinding authority

Summary

SGCA confirmed winding-up on just and equitable ground is available where majority acts in disregard of minority interests and trust and confidence has broken down completely.

Key Principle

The SGCA confirmed that the court may grant a winding-up order on the just and equitable ground where the majority shareholder has acted in disregard of the minority's interests and there is a complete breakdown of trust and confidence.

Area of Law

company

Related Cases

Shafron v Australian Securities and Investments Commission (2012) 247 CLR 465

A company secretary is an 'officer' under the Corporations Act and owes a duty of care and diligence under s 180 in performing their functions.

Bell Group Ltd (in liq) v Westpac Banking Corporation [2012] WASCA 157

Directors of an insolvent company owe duties to creditors, and bank claims may be subordinated where unconscionable conduct is established in dealings with the insolvent company.

Barclay v Penberthy (2012) 246 CLR 258

The standard of care under s 180 of the Corporations Act is that of a reasonable person in the director's position, having regard to the corporation's circumstances and the director's office.

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