Derivative Actions Against Directors in Singapore: Breach of Fiduciary Duty

When a company director breaches their fiduciary duties — by appropriating company assets, diverting business opportunities, or engaging in self-dealing — the company is the party that has been wronged. In theory, the company should bring a claim against the errant director. In practice, this rarely happens voluntarily: if the director is also a controlling [...]

Understanding Drag-Along Rights in Singapore Shareholder Agreements

A shareholder agreement is only as useful as its exit provisions. When a company reaches the stage where a sale is on the table, the provisions that determine whether the deal can actually close — and on what terms — are the ones that matter most. Drag-along rights are among the most commercially important of [...]

Singapore Corporate Governance After CALA 2025: A Director’s Practical Risk Mitigation Checklist

When the Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026, it changed the compliance landscape for every director of a Singapore company. The headline change — maximum fines for directors quadrupled from S$5,000 to S$20,000 — attracted considerable coverage, but CALA 2025 made four other significant changes that are [...]

ACRA Audit Exemption Review 2026: What Singapore Companies Should Do While Awaiting the Outcome

Singapore's audit exemption framework has been unchanged for over a decade. The S$10 million revenue and asset thresholds under Section 205C of the Companies Act 1967 — the gateway to the "small company" exemption — have stood since 1 July 2015. In February 2026, the Accounting and Corporate Regulatory Authority (ACRA) formally announced a review [...]

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