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|161. ||JULY 2015 Issue|
|Comparative Takeover Regulation and the Concept of 'Control'|
Umakanth Varottil  Sing JLS 208 (Jul)
The mandatory bid rule (MBR), one of the basic tenets of takeover regulation, obligates an acquirer who obtains 'control' over a target company to make an offer to acquire the shares of the remaining shareholders. What amounts to 'control' is far from clear; some jurisdictions follow a quantitative approach based on a specific shareholding threshold such as 30% voting rights, while others follow a qualitative approach through a subjective determination based on several factors, such as the specific rights available to an acquirer under a shareholders' agreement or the constitutional documents of a target. The goal of this article is to consider the merits and demerits of these approaches. It seeks to do so by examining various models adopted in jurisdictions for pegging 'control' so as to invoke the MBR. It delves into the regulatory experience in India as that jurisdiction not only adopts a combined approach (taking into account both the quantitative and qualitative tests for control), but has also been subject to a great deal of controversy and litigation in recent years that have helped tease out the jurisprudential contours of the concept. It concludes with a normative assessment that points towards partial harmonisation.[Full Text]
|162. ||JULY 2015 Issue|
|Legislation and Case Notes: An IVF Baby and a Catastrophic Error&#151;Actions for Wrongful Conception and Wrongful Birth Revisited in Singapore|
Margaret Fordham  Sing JLS 232 (Jul)
The parents of a child who is born as a result of medical negligence may bring an action to seek compensation from the relevant medical authorities for the cost of raising the child. The action, known generically as 'wrongful birth', most commonly arises either when a child is born following a failure to identify foetal abnormalities which would have led to termination of the pregnancy, or when a child is conceived and born following a failed sterilisation procedure (when the more specific term 'wrongful conception' is often employed).[Full Text]
|163. ||JULY 2015 Issue|
|Legislation and Case Notes: Contract for the Grant of a Compliant Option to Purchase|
Alvin W-L See  Sing JLS 241 (Jul)
An agreement for the sale and purchase of real property often begins with an option to purchase ("OTP").2 Usually, upon agreeing on the purchase price, the vendor will grant the purchaser an OTP in return for an option fee. During the specified option period, the vendor is bound to keep the property for the purchaser. This affords the purchaser an opportunity to reconsider his or her decision to purchase the property and time to source for financing for the purchase. If the purchaser decides to proceed with the purchase, he or she will exercise the OTP by the prescribed method and within the option period, upon which the vendor is obliged to complete the transaction. In Woo Kah Wai CA, the issue before the Court of Appeal was whether the vendors were contractually obliged to grant an OTP containing terms demanded by the purchaser in the first place. To determine whether a contract to this effect has arisen, it is necessary to examine the method by which the OTP was sought to be procured. This case provides the opportunity to consider how basic principles of contract formation apply in the process of procuring an OTP, and also how subtle legal distinctions between the different methods of procuring an OTP have bearing on practical matters.
|164. ||JULY 2015 Issue|
|Legislation and Case Notes: Enhancing Strata Management in Malaysia&#151;Selected Aspects Strata Management Act 2013|
Teo Keang Sood  Sing JLS 251 (Jul)
This article will assess the changes brought about by the SMA and the amendments in the following areas in respect of the period after the management corporation has been constituted: (i) the two-tier management corporation concept; (ii) the dispute resolution mechanism provided by way of the Strata Management Tribunal; (iii) the concept of common property; and (iv) voting by proxies.
|165. ||JULY 2015 Issue|
|Legislation and Case Notes: The Prevention of Human Trafficking Act 2014: Legislation Comment|
Ronald J J Wong and Juay Wei Tian  Sing JLS 261 (Jul)
The Prevention of Human Trafficking Act 20141 developed by MP Christopher de Souza together with the Inter-Agency Taskforce on Trafficking in Persons set up in 2010, came into effect on 1 March 2015. POHTA is an important step in Singapore's anti-trafficking efforts. First, existing laws do not specifically address trafficking in persons ("TIP"), focus on outcomes rather than process, are couched in vague terms, and in some cases have not been utilised at all. For example, sexual exploitation cases with TIP elements are often prosecuted as prostitution-related offences under the Women's Charter 3 or the Penal Code. These aim towards protection of women and minors, not men. Further, such provisions do not distinguish between consensual and forced prostitution. Secondly, POHTA comprehensively provides for various aspects of tackling TIP, eg victim protection and enforcement procedures. Thirdly, it signals the seriousness with which the Government views TIP. In this note, we critically analyse POHTA, highlighting its issues and uncertainties which would, it is hoped, be addressed by the courts in the course of applying the POHTA.
|166. ||JULY 2015 Issue|
|Book Reviews: Causation in Negligence by Sarah Green|
Samuel Chan  Sing JLS 273 (Jul)
Causation in the tort of negligence is a "legal minefield" that any philosopher, scientist or lawyer is to tread "with trepidation" (at p 1). To deal with causation, courts have developed an array of tests with seemingly no coherence. Should courts apply the 'doubling the risk' test or reverse the burden of proof? Or should the Fairchild exception apply? In Causation in Negligence, Sarah Green ambitiously proposes an analytical framework that "eschews detailed philosophical and theoretical handwringing in favour of pragmatic reasoning" (at p 1). Green claims that her framework, which she calls the Necessary Breach Analysis ("NBA"), provides an accessible way to approaching causal problems.
|167. ||JULY 2015 Issue|
|Book Reviews:Justice as Friendship&#151;A Theory of Law by Tan Seow Hon|
Ho Hock Lai  Sing JLS 276 (Jul)
As explained in the preface, this book is the product of a research project started a decade or so ago. It is based on a doctoral thesis. The author has wisely avoided a rush to publication. Her efforts have resulted in an ambitious and intriguing theory of justice and law. It is founded on the notion of friendship as explicated principally through the work of Aristotle. There is little written on friendship in law although there is an emerging body of literature on the related topics of law and love, and law and virtue.
|168. ||JULY 2015 Issue|
|Book Reviews: Accessory Liability by Paul S. Davies|
Timothy Liau  Sing JLS 278 (Jul)
Conduct amounting to a breach of duty often causes loss to the person to whom the duty is owed. But sometimes the duty-holder in breach, being insolvent, is a man of straw not worth suit. Other times, the prospect of suit is unattractive given the possibility of jeopardising existing relations with the duty-holder. To seek an adequate remedy, one is then tempted to expand one's search to the surrounding circumstances leading up to the breach. So we peer up the chain of events. We search for persons&#151;accessories&#151;whose conduct contributed to the objectionable outcome. But the further up you go, the more diluted the contribution. And that presents a problem.
|169. ||JULY 2015 Issue|
|Book Reviews: Corporate Crime in China: History and Contemporary Debates by Zhou Zhenjie|
Lin Lin  Sing JLS 284 (Jul)
Corporate crime has recently been raising public concern in China, with cases involving bribery and corruption (eg the 2014 GlaxoSmithKline bribery case), unsafe food (eg the 2008 Sanlu milk powder contamination scandal) and industrial accidents (eg the 2014 Kunshan metal product factory blast case). While there is much scholarly discussion on corporate crime in general, there is a paucity of English-written literature examining legislation and judicial practice concerning corporate crime in China.
|170. ||JULY 2015 Issue|
|Book Reviews: Law of Trade Marks and Passing Off in Singapore (3rd ed.) by Tan Tee Jim|
Elizabeth Siew-Kuan Ng  Sing JLS 287 (Jul)
The long awaited third edition to Tan Tee Jim SC's comprehensive text on trade mark law in Singapore has finally arrived. It has been nearly a decade since the publication of the previous edition of this leading text. Drawing on applicable case law and legislation, the author provides a succinct and full discussion on the law of trade mark in Singapore. The significant developments in Singapore and elsewhere make this work timely and invaluable to all who are engaged in the area of trade mark law and practice. As noted by the author in the preface, some of the recent Singapore court decisions have necessitated an almost complete re-writing of a number of chapters in the work. By careful consideration and critical examination, the author elucidates the changes brought about by legislation and case law. Written by an eminent author and Senior Counsel with a wealth of knowledge and experience in this field, his 'ring-side' viewpoints offer an invaluable dimension to the commentaries on the leading decisions in this area.