[SMULA] Minority Oppression Actions and Valuation

Section 216 of the Singapore Companies Act provides minority shareholders with protection against oppressive conduct by majority shareholders, and offers various forms of reliefs.

This Masterclass will be an in-depth, practical and interactive session providing a deep dive into the law and practice relating to minority oppression from the viewpoint of leading practitioners in the field. To illustrate the applicable principles in a practical setting, this Masterclass will adopt a case study approach by examining the landmark Singapore International Commercial Court (“SICC”) decision of DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit [2018] SGHC(I) 06 (“DyStar Global Holdings”) (which was successfully upheld by the Singapore Court of Appeal). The “Dystar dispute” is the first minority oppression case heard before 3 international judges of the SICC. The dispute involves two leading dye companies listed in India (Kiri is listed on the National Stock Exchange and the Bombay Stock Exchange) and Zhejiang Longsheng Group Co., Ltd (listed on the Shanghai Stock Exchange) who had a joint venture in Dystar, one of the world’s most successful dye companies. Participants will thus also benefit from a first-hand account of the SICC’s processes. On 21 December 2020, the SICC issued a decision valuing Dystar at USD US$1,636 million, making this case the single largest shareholder oppression dispute heard in Singapore. Both Kiri and Senda appealed against the SICC’s valuation decision.  
 
On 6 July 2022, the Court of Appeal dismissed Senda’s appeal and upheld the valuation methodology of Kiri’s expert.  The Court of Appeal also allowed Kiri’s appeal in part and set aside the parts of the SICC’s decision that a discount for lack of marketability ought to apply to the valuation of Kiri’s shares, and the SICC’s quantification of the notional license fee payable by Longsheng to DyStar.  The upshot is that the valuation of DyStar will now be higher than what was previously adjudged by the SICC.

This course will be taught by the practitioners from Allen & Gledhill LLP who successfully represented the minority shareholders in DyStar Global Holdings – Dinesh Dhillon, Lim Dao Kai and Margaret Joan Ling. The instructors will share their practical experience and the lessons to be gleaned from the DyStar Global Holdings line of cases in an interactive setting.

Participants can expect to learn about the following issues:
 

• What constitutes minority oppression?  Can a majority shareholder’s conduct be considered oppressive even if he is merely exercising his rights under the company’s constitutional documents?  What are the legitimate expectations which a minority shareholder has?
   
• What is the difference between a minority oppression claim and a derivative action?
   
• What are the various forms of reliefs which the court can order where a finding of minority oppression has been made?  How does one account for the profits which the majority shareholder has made by reason of his oppressive conduct?
   
• Where a buy-out order has been made, what are the issues which need to be considered?  This would include fixing of a valuation date, and the methodology to value the company.  In respect of valuation methodology, how does one determine the most appropriate methodology (for e.g. market approach versus discounted cash flow approach) and the applicability of various discounts (such as discounts for lack of control and lack of marketability)?

 
 

SPEAKERS

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FEES

a. Early Bird Price (registration by 6 October 2022)
Registration fee of S$288.90* (inclusive of GST) applies.

b. Regular Price (registration after 6 October 2022)
Registration fee of S$321.00* (inclusive of GST) applies.

*Please note that there will be no refund of any fees should the participant cancel the registration/ fail to attend the event. However, registration is transferable. Notice of any change in participant should be sent to the Academy via email: smulawacademy [at] smu.edu.sg, by 13 October 2022.

SMU Law Academy reserves the right to cancel or postpone any event. In such case, we will arrange for the refund of fees paid.

The SMU Law Academy (previously known as CLE) has an established track record of providing the legal profession with high quality seminars and other opportunities to remain fully informed about contemporary legal developments in Singapore and beyond. Its carefully curated listing of seminars is developed with the profession’s multi-faceted needs in mind and meets the requirements of the CPD scheme. The Academy also administers the Auditing Scheme which enables members of the legal profession to consolidate and upgrade their understanding of the law by auditing courses in the School’s LL.B., J.D. and LL.M. programmes. For an overview of upcoming SMU Law Academy events, please click here.

This programme is an Accredited CPD Activity under the SILE’s CPD Scheme. Participants who wish to obtain CPD Points are reminded that they must comply strictly with the Attendance Policy set out in the CPD Guidelines. For this activity, this includes signing in on arrival and signing out at the conclusion of the activity in the manner required by the organiser, and not being absent from the entire activity for more than 15 minutes. Participants who do not comply with the Attendance Policy will not be able to obtain CPD Points for attending the activity. Please refer to http://www.silecpdcentre.sg for more information.

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