Abstract:
Lian Hwee Choo Phebe v Maxz Universal Development Group Pte Ltd [2009] 2 SLR(R) 624 addressed two issues which have significant impact. The first pertains to how a company’s articles of association are to be interpreted where there has been a change to corporate legislation. The second relates to the company’s power to issue shares and the interaction between the company’s articles and s 161 of the Companies Act (Cap 50, 2006 Rev Ed) in governing this power. This note highlights some implications of the Court of Appeal’s decision and suggests an alternative point of view as to how these two issues may be addressed.