Abstract:
In Tianrui (International) Holding Company Ltd v China Shanshui Cement Group Ltd [2024] 3 WLR 986, the Privy Council ruled that shareholders have the requisite standing to commence a personal action against their companies for improper allotment and issuance of shares by their directors. It was held that this right of the shareholders was premised on an implied term in their companies’ constitutions. This note covers three points. First, this note analyses how the Privy Council’s holding would affect the shareholder litigation landscape in Singapore. Second, this note will consider whether it is possible to imply such a term in companies’ constitutions under Singapore law. Third, this note examines whether it is possible to extend the Privy Council’s holding to other breaches of director’s duties.