Commercial Fairness: Not merely a “skin-deep” exercise in minority oppression-shareholder disputes

16 Jan 2020

In the recent case of Anita Hatta v Lee Siow Kiang Georgia and others [2019] SGHC 222, the Singapore High Court found that a majority shareholder unfairly oppressed the interests of the sole minority shareholder in three companies in the beauty and aesthetics industry. The Court ordered the majority shareholder to buy out the minority shareholder’s shares in the Companies, with certain unique conditions attached to the buy-out order. Significantly, it is clear that the assessment of commercial fairness is not merely a “skin-deep” exercise. Instead, the Court will analyse the surrounding facts, documents and exchange between parties to determine the true nature of the parties’ relationship (in a commercial context) as well as the legitimate expectations of the shareholders in the company.

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