Course Description

Synopsis:

What happens when the rules of the game can’t be easily changed, or when stakeholders try to enforce them?

Building on foundational concepts, this course dives into the more complex and often misunderstood aspects of the company’s constitution, where legal theory meets real-world conflict.

You’ll gain clarity on:

  • Entrenching provisions: how certain rules are “locked in” and why they matter for control and investor protection
  • The statutory contractual effect of the constitution, and who can (and cannot) enforce it
  • The distinction between member rights vs outsider rights, and why it matters in disputes
  • How constitutional provisions interact with shareholders’ agreements and extrinsic contracts
  • Practical problem scenarios involving dividends, director appointments, and share transfers

Through applied examples and case law insights, this session helps you understand not just what the constitution says, but how it operates in practice - especially when tensions arise between shareholders, directors, and the company.

Ideal for professionals advising on corporate structures, governance, or disputes, this course will sharpen your ability to identify risks, interpret rights, and anticipate outcomes.

We recommend that you watch The Company’s Constitution: Foundations & Control first to gain a foundational understanding of the Company's Constitution.


Intended For:

  • Audit Professionals / PAIP
  • Finance Professionals  / PAIB
  • C-suite & Directors 
  • Public Sector Finance
  • Business Owners


Competency Mapping: 

CPE Category "Others" = 0.5 CPE Hour 

Instructor Image

Lau Kah Hee

Kah Hee is qualified as an Advocate & Solicitor in Singapore and as an Attorney-at-Law in New York, and his legal career has spanned more than 15 years. He is also a Commissioner for Oaths.Kah Hee began his legal career in 2008 as a Justices’ Law Clerk and then as an Assistant Registrar at the Supreme Court of Singapore where he worked for the Chief Justice and Judges of Singapore. Thereafter, Kah Hee was appointed a Deputy Public Prosecutor and State Counsel at the white-collar crime division of the Attorney-General’s Chambers of Singapore in 2010. While with the Singapore Legal Service, Kah Hee was also an adjunct member of the teaching faculty at the National University of Singapore, School of Business where he taught the final year accounting students Corporate & Securities Law.In 2011, Kah Hee embarked on a new and challenging career in private practice, practising litigation and arbitration with the largest local law firm in Singapore (Rajah & Tann LLP) and the largest international law firm in the world (Baker & McKenzie), before joining Derrick Wong & Lim BC LLP as a Partner in April 2016, and now in the reconstituted firm, BC Lim & Lau LLC as a Director in January 2020. Apart from practising law, Kah Hee is concurrently an adjunct faculty member of the Singapore Management University, School of Law, teaching the Law of Evidence and Company Law.Kah Hee is actively involved in commercial litigation, arbitration, as well as immigration law, corporate compliance and governance. He also has experience advising and acting for various parties in contractual, commercial, corporate, banking, property, employment, financial and investment-related disputes. In corporate compliance, Kah Hee’s practice includes bank fraud investigation, defence against government/regulatory investigations, and white-collar criminal matters.

0.5 CPE Hour

Lesson(s)

3

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