ABSTRACT
The two principal remedies in corporate law against abusive conduct toward minorities are the derivative action and the oppression action. The former allows a proper complainant to seek relief on behalf of the company while the latter provides non-controlling shareholders with various personal remedies where they establish oppressive conduct. The courts have recently proposed a distinction between an ‘essentially corporate wrong’ (which members may purportedly only rectify under the derivative action) and a ‘personal wrong’ (which is purportedly the only valid basis for the oppression action). It is suggested that focusing on the nature of the wrong is untenable given commercial realities that a wrong to a company can also readily prejudice members’ rights. Instead, the emphasis should be on the agreement or understanding of the parties and the specific reliefs being sought.
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Tan, Cheng Han and Toh, Danielle En-Ting and Lee, Jie Yu, Contractarianism and Wrongs in Minority Oppression (March 1, 2025), Singapore Journal of Legal Studies, March 2025, pp 161-181.
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