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In this episode of BT Podcasts from The Business Times, host Howie Lim sits down with senior corporate finance lawyer Robson Lee to unpack the shifting ground beneath Singapore’s corporate governance landscape — where accountability, control, and compliance often collide.
When boardroom battles break out and corporate heavyweights move to consolidate power, small investors often find themselves watching from the sidelines. But when the dust settles, who bears responsibility — and how much of the fallout lands on the shoulders of directors who didn’t see it coming?
The Rulebook: Singapore’s Code on Takeovers and Mergers
At the heart of this conversation lies the Singapore Code on Takeovers and Mergers — a crucial framework designed to prevent stealthy power grabs and ensure that minority shareholders are protected when control changes hands.
As Robson Lee explains, the code aims to level the playing field. Yet, the gap between theory and practice remains wide. In some cases, shareholder coalitions “acting in concert” can quietly shift control, leaving retail investors unaware until it’s too late.
“The reality is that takeover attempts don’t always come with flashing lights. Sometimes, they’re disguised as ordinary shareholder actions,” Lee warns.
Spot the Warning Signs
Lee breaks down several red flags that investors and directors alike should watch for:
- Requisitioned meetings or sudden leadership changes that could signal coordinated efforts to take control.
- Unusual share trading activity ahead of boardroom announcements.
- Pressure on directors to support resolutions that benefit select groups rather than all shareholders.
For retail investors, recognizing these signals early could make the difference between protecting their investment — or being left holding the bag.
Follow the Money: New Support for Small Investors
Singapore’s regulators, including the Monetary Authority of Singapore (MAS), may soon introduce stronger investor protections, such as:
- Legal funding for small investors to challenge unfair takeovers or board actions.
- A potential investor ombudsman to handle disputes efficiently and transparently.
These moves could give small shareholders a fighting chance in corporate disputes where legal and financial resources often decide the outcome.
Protecting Your Position: What Investors Can Do
Lee outlines clear steps minority shareholders can take to protect their rights:
- Stay informed about AGM agendas and requisitioned meetings.
- Vote actively and attend shareholder meetings.
- Seek independent professional advice before acting on corporate announcements.
- Report suspicious or coordinated actions to regulators promptly.
Meanwhile, directors who ignore their fiduciary duties or fail to act in good faith risk personal liability and damage to their reputation.
Balance, Not Bureaucracy
While tighter oversight may seem like red tape, Lee emphasizes that good governance builds trust — and trust drives markets.
“Stronger accountability doesn’t kill dynamism. But ignoring governance rules can destroy investor confidence overnight,” he notes.
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