Corporate rescue - General Motors and Chrysler

One of the methods used in corporate rescue situations like judicial management and schemes of arrangement is the equity for debt swap. You pay your debts will shares instead of cash.

You can bet that creditors will be extremely unhappy with this. However, if saving the company gives them a better return that immediate winding up, they should consider it. Some factors that might be important are how are the shares valued, and how much would the creditors end up with at the end of the rescue package. Also important, how much control will the existing shareholders have after the whole process.

The US car giants General Motors and Chrysler are now undergoing bankruptcy with steps taken to try to save at least part of their business operations. Although US laws are rather different from Singapore laws, we can still see the equity for debt swap. Union workers, and company bondholders have all been offered shares in the new entity in return for giving up their debt claims against the company.

Directors' right to inspect accounts - new case

A new case on the right of a company director to inspect company accounts under section 199 of the Companies Act is

Singapore Flyer Pte Ltd v Purcell Peter Francis [2009] SGHC 120.

The decision of an Assistant Registrar of the High Court is to be found at
http://www.singaporelawwatch.sg/remweb/legal/ln2/rss/judgment
62085.html?utm_source=web%20subscription&utm_medium=web&title=Singapore%20Flyer%20Pte%20Ltd%20v%20Purcell%20Peter%20Francis%20[2009]%20SGHC%20120.
(or at the Supreme Court website - www.supcourt.gov.sg)

Note that the report is normally available for about 3 months and it only relates to a striking out application.

The case is part of a continuing battle between various shareholder factions within the company which operates Singapore tourist attraction the Singapore Flyer.

Offshore companies

One thing that Singapore companies do not have are bearer shares as this type of shares are prohibited under the Companies Act. These bearer shares have no shareholders' names. They are transferred like cash, by passing the appropriate documents to the intended recipient.

Many offshore companies allow for bearer shares. Offshore companies are formed in countries where regulation is much laxer and often income tax is low or non-existent.

With bearer shares, the opportunity for protection of privacy is increased. Tax avoidance and planning is also more effective.