The Airocean Case: Materiality Matters When It Comes To Director’s Duties

In a landmark decision handed down by the Singapore High Court, an independent director's conviction for market misconduct was overturned. As a result of this case, company directors are no longer in the dark about their disclosure obligations and duties under the Securities and Futures Act. Melissa Russell and Victoria Macgregor of Clyde & Co LLP Singapore (with assistance from Clasis LLC) shed light on the requisite thresholds that need to be crossed in order to impute liability upon independent directors.

The background

The recent decision on appeal to the Singapore High Court in Madhavan Peter v Public Prosecutor [2012] SGHC 153, decided by Judge Chan Sek Keong, highlights Directors' and Officers' disclosure obligations and illustrates the possible serious consequences of failing to fulfil those duties.