Abstract:
The question of whether a majority, rather than a minority, shareholder can access the corporate oppression or commercial unfairness remedy under s 216 of the Companies Act (Cap 50, 2006 Rev Ed) is not a mere technical issue. A deeper examination of this issue reveals the principle upon which access to the s 216 remedy is permitted: whether a shareholder is able to cure oppression through the means of self-help remedies. To this end, building on the recent Singapore Court of Appeal decision of Ng Kek Wee v Sim City Technology Ltd [2014] 4 SLR 723, this article suggests that s 216 is a residual remedy, and offers various justifications to support this. Further, various UK and Commonwealth authorities are harnessed to identify important exceptions to the residual nature of the s 216 remedy: where voting power is insufficient, neutralised, entirely circumvented or irrelevant. Ultimately, while a majority shareholder should only be allowed to claim for relief from “reverse oppression” in rare circumstances, it is suggested that a more nuanced and fact-sensitive inquiry into the locus of corporate power is necessitated on the facts of each individual case.