Walter Woon on Company Law (Third Edition)

Publishers: Sweet & Maxwell Asia

Walter Woon on Company Law was first published more than 17 years by the then aspiring academic, Walter Woon. It is now in its third edition and available in soft as well as hard covers.

The current edition is edited by Prof Tan Cheng Han, SC, who is the dean of the law school at the National University of Singapore. Walter Woon is the present Attorney General of Singapore. Apart from producing the leading source book on Company Law, both individuals have contributed in sterling manner to the legal landscape of Singapore.

Prof Tan edited the current edition in a unique manner. He revised the book with a team of 8 other colleagues and friends from the Singapore academia.

There are 17 chapters, spanning a total of 777 pages together with the Companies (Amendment) Act 2005.

It is a useful primer for law, business administration and accountancy students with chapters like business organizations, incorporation and the consequences of incorporation , corporate personality, memorandum and articles of association, directors and officers of the company and their duties.

Legal practitioners (including accountants and investment bankers) will also turn to this book for chapters like enforcement of corporate rights and materials on financial assistance for acquisition of shares, insider trading and market manipulation.

Cases cited by the author and Prof Tan are useful and directly relevant. Chapter 4 deals with memorandum and articles of association. Articles of association constitute a contract between the company and a member of the company or among the members interse. There is no contractual relationship between the company and a third party. The reference to Malayan Banking Bhd, a lessor, in its dispute with Raffles Hotel Ltd (Raffles Hotel Ltd v. Malayan Banking Bhd No 2) illustrates this issue in a vivid way.

Derivative action is well developed as a court remedy against the wrong doers, usually the directors. It is a court action instituted by a minority shareholder or a group of minority shareholders on behalf of the company. It was given statutory effect in North America and is part of the company legislations of all Canadian provinces.

On page 364 of the book, the present editor makes the following remarks:

In 1990, Professor Walter Woon, pointed out to the parliamentary draftsman the desirability of clarifying and reforming the situation regarding derivative actions. This suggestion was accepted and the new ss 216 A and 216 B were enacted in 1993, copying Canadian legislation.