Irregularities in procedure – reconsidering section 392

• Main Author: KOH, Pearlie M. C.
• Format: text
• Language: English
• Published: Institutional Knowledge at Singapore Management University 2012
• Subjects: Civil Procedure; Commercial Law
• Online Access: https://ink.library.smu.edu.sg/sol_research/2188; https://ink.library.smu.edu.sg/context/sol_research/article/4140/viewcontent/Irregularities_in_procedure_S392_av.pdf
• Institution: Singapore Management University

In corporate administration, procedures, and their due compliance, are often of as much significance as the outcomes of the proceedings they regulate. The consequence of a failure to comply with procedures, whether laid down statutorily or in the company's constitution, is often the invalidation of the subject proceeding. Such invalidation may perhaps be justified on the basis that faithful compliance does much to foster a perception that the outcomes determined at the proceedings so held are fair, a perception that is vitally important to the acceptability of the outcome by all concerned. Nevertheless, it is also the case that corporate proceedings should not be invalidated only by reason of an over-concern for matters of form, and indeed, there are potentially many situations of procedural non-compliance, or irregularities, that might fall within this category. Section 392 of the Companies Act is crafted to achieve some balance between the two extremes.