Abstract:
It is common to find a right, given to a shareholder to appoint a director, in shareholders’ agreement or joint venture agreements. The Wellness Group Pte Ltd v Paris Investment Pte Ltd [2018] 2 SLR 973 provides important guidance on the interplay between a shareholder’s right to nominate a director which is contained solely in a shareholders’ agreement (but not the constitution) and the board of directors’ right to appoint directors which is contained in the company’s constitution. The decision is significant because it displays judicial willingness to facilitate and enforce agreements that the parties have entered into and bargained for around established company law principles governing the statutory contract.