Banking and Finance is the backbone of every company. Our team of lawyers possess a wide breadth of knowledge and are competent to advise you in the legal-financial part of your business and help you to structure and document transactions.
- Project & Commercial loans
- Mortgages
- Personal Guarantees
- Loan Security
- Debentures
From drafting out agreements for sales & purchase, joint ventures, agency & marketing, manufacturing and partnerships to assisting in the formation of a company. We have a team of competent lawyers to assist you with your business needs.
- Company Formation
- Offshore Companies
- Sale & Purchase Agreements
- Shareholder Agreements
- Joint Venture Agreements
- Agency & Marketing Agreements
- Manufacturing Agreements
- Partnership Agreements
Case Note: Oral Implied Guarantee Rejected in Shareholder Dispute – SGHC Judgment Issued on 9 April 2025
We were recently instructed as Lead Counsel in a matter involving an experienced Chinese businessman who had invested in a Singapore-incorporated private limited company that promoted Mandarin through educational services.
The company suffered significant losses during the Covid-19 pandemic and eventually ceased operations. Following this, the investor commenced legal proceedings, claiming, among other things, that his two fellow shareholders had effectively guaranteed his shareholder loss via an implied term of their agreement.
The core issue before the High Court was whether such an implied term, said to be agreed orally, could amount to a legally enforceable guarantee.
Lead Counsel, Mr Salem Ibrahim, argued that any such oral promise could not amount to a binding guarantee under Singapore law as it was against section 6(b) of the Civil Law Act 1909, which provides that guarantees must be in writing. The Court agreed and dismissed the claim, finding that the purported implied guarantee was legally untenable.
The key takeaway from this case is that one should be aware that an implied term, usually oral, is a legal fiction. The temptation to characterise oral financial obligations as implied terms that, in substance, amount to a guarantee must be resisted. Such arguments should be avoided in pleadings and firmly challenged when they arise.
This case is reported inRen Xin Wu v Lee Kuan Fung & Chua Chim Kang [2025] SGHC 63.
We at Salem Ibrahim LLC stand ready to advise and help you to take this step forward with employing the appropriate steps to pursue your interest, whether as a minority shareholder, or on behalf of the company.
Salem Ibrahim LLC is your go-to business lawyer in Singapore.
When a commercial dispute threatens your business or personal interests, you need a litigation team with the experience and tenacity to win. Salem Ibrahim LLC has been resolving civil and commercial disputes in Singapore since 1996, led by founding lawyer Salem Ibrahim’s 38 years of courtroom experience.
We act for businesses and individuals across the full spectrum of contentious matters — from straightforward debt recovery to complex, multi-million-dollar disputes heard before the Singapore High Court and Court of Appeal.
Why Clients Choose Our Litigation Team
Our track record speaks for itself. In Phillip Avery Stanley v Mercer (Singapore) Pte Ltd, we obtained judgment against the world’s leading professional services firm after a six-day trial, securing contractual redundancy benefits plus costs of $240,000 and interest at 5.33% p.a. In Carlo Giuseppe Civelli v Phillipe Emmanuel Mulacek, we represented a client in a multi-jurisdictional dispute spanning Texas, Europe, Singapore and Papua New Guinea, with transactions valued at nearly USD 1 billion, through both the High Court and the Court of Appeal.
We combine this courtroom pedigree with cutting-edge technology and pragmatic commercial advice — because the best litigation strategy is the one that achieves your objectives, whether through negotiation, mediation, arbitration or trial.
Our Civil & Commercial Litigation Services
Contract Disputes
Breach of contract is one of the most common causes of commercial conflict. We handle disputes over sale agreements, service contracts, joint venture arrangements and distributorship agreements, and advise on remedies including damages, specific performance and injunctions.
Shareholder & Partnership Disputes
Disagreements between shareholders, directors and business partners can paralyse a company. We advise minority and majority shareholders on oppression actions, breaches of fiduciary duty, director’s duties, and the valuation and buy-out of shares. In Higgins v Mulacek & Others [SGHC 205], we successfully argued breach of fiduciary duty and secured damages for our client.
Debt Recovery & Breach of Commercial Obligations
We act for creditors in recovering debts, enforcing security, and pursuing winding-up applications — including acting for 300 creditors in the well-publicised True Spa winding-up and 120 creditors in the Subtle Senses insolvency.
Corporate Insolvency & Bankruptcy Litigation
We represent creditors, debtors, directors and insolvency practitioners in winding-up proceedings, judicial management applications, and disputes over preferential and undervalue transactions.
Employment Disputes
From wrongful dismissal to contractual entitlements and restraint-of-trade clauses, we act for employers and senior executives in employment-related litigation.
Cross-Border & International Disputes
As a firm focused on transactions with an international element, we regularly handle disputes involving foreign parties, jurisdictional challenges and conflicts of law, working with correspondent counsel around the world.
Alternative Dispute Resolution
Not every dispute needs to end in court. We are experienced advocates in arbitration and mediation, and we give clients candid advice on when settlement or negotiated resolution serves their commercial interests better than protracted litigation. Our role is to secure the best outcome for you — not to run up unnecessary costs.
How We Work
- Candid case assessment. We evaluate the strengths, weaknesses and costs of your matter at the outset, so you make informed decisions.
- Strategic planning. We map out a litigation strategy aligned with your commercial objectives.
- Robust representation. From interlocutory applications to trial and appeal, we litigate tenaciously.
- Costs discipline. We keep you informed of costs exposure throughout the matter.
Why Singapore Businesses Trust Salem Ibrahim LLC
- 38 years of litigation experience under lead counsel Salem Ibrahim
- Notable successes in the Singapore High Court and Court of Appeal, including before a five-judge Court of Appeal bench in UDA v UDB
- Experienced in complex, high-value and cross-border disputes
- Offices at International Plaza, in the heart of Singapore’s business district
Speak to a Litigation Lawyer Today
Time limits apply to most civil claims in Singapore. The sooner we review your matter, the more options you will have. Call (65) 6226 1233 or request a callback for a confidential consultation.
There are many rules and regulations that a company has to know about when choosing to operate in Singapore. A corporate lawyer can help to guide you with legal advice on how to run your company. If you are starting a company or currently have some issues, speak to our lawyers today.
- Company Formation
- Company Disputes
- Corporate Services
Oppressed or Empowered –the Dual Remedies for Minority Shareholders
By Wang Tianyi
1. Facebook-owner Mark Zuckerburg made the headlines again, this time round for nearly doubling artificial intelligence (AI) spending this year, even as other executives warned of a potential bubble in the industry. This is not the first time he had a significant disagreement with his business partner(s). The Academy Award winning movie The Social Network portrayed the disputes between him and his then-fellow shareholder Eduardo Saverin, who has become a Singapore resident in 2009
2. As much as harmony and cooperation are treasured values in an ideal world, in many companies, given the frequent disproportionate distribution of shares among shareholders, there is often a distinct majority and minority shareholder structure. When disagreements between the majority and minority shareholders become significant, it is not uncommon for the majority shareholder, by simply outvoting the minority shareholder, to force their way through certain decisions.
3. The question, therefore, is what recourse the minority shareholder has, in an event that they feel their position has not been respected by the majority shareholder.
Minority Oppression
4. Under section 216 of the Companies Act, minority shareholders can apply for personal remedies in cases of oppression or injustice. According to the Singapore Court, the touchstone for minority oppression is whether the conduct being complained of is commercially unfair to the minority shareholder. The law adopts a contextual approach in ascertaining commercial unfairness of a party’s conduct, measuring the party’s conduct objectively against the backdrop of the parties’ relationship and from the perspective of a commercial relationship. Things which the Court will look at in determining whether a certain conduct is commercially unfair to the minority shareholder include the following: –
a. The company’s Articles of Association and Shareholders’ Agreement;
b. Whether the company is formed or managed on the basis of personal relationships involving mutual trust and confidence; and
c. In cases where the majority shareholder is a director of the company, whether there has been any breach, by this majority shareholder, of director’s duties and/or fiduciary duties as set out under section 157 of the Companies Act.
5. Common remedies in minority oppression claims focus on restoring fairness and enabling the minority shareholder to exit the company. The most common remedies include a Court-ordered buy-out of the minority’s shares, winding up (liquidating) the company. The law also provides for mandatory/prohibitive injunctions directing/prohibiting any act or cancel or vary any transaction or resolution.
Derivative Action
6. If the minority shareholder feels that the conduct of the majority shareholder is detrimental to the interest of the company as a whole, instead of to the minority shareholder themselves, the minority shareholder may wish to consider bringing an action in the company’s name against the wrongdoer. This is called a derivative action and is provided for under section 216A of the Companies Act.
7. In order to commence a derivative action under section 216A of the Companies Act, the complainant must first give 14 days’ notice to the directors of the company of the complainant’s intention to apply to the Court for permission to bring the derivative action.
We at Salem Ibrahim LLC stand ready to advise and help you to take this step forward with employing the appropriate steps to pursue your interest, whether as a minority shareholder, or on behalf of the company.
Wang Tianyi is a Senior Associate at Salem Ibrahim LLC.
Salem Ibrahim LLC is your go-to business lawyer in Singapore and corporate lawyer in Singapore.
Defamation in the Age of Social Media (Part 1)
By Henna Nandrajog
Social Media and the Rise in Defamation
Social media has transformed the way we communicate. Platforms like Facebook, X, Instagram and TikTok allow anyone with an internet connection to publish content instantly and broadcast it to a vast audience within seconds.
It is now easier than ever to share information and express opinions online. Yet, this unprecedented freedom comes with a cost. There has been a noticeable rise in defamation claims, with individuals and businesses increasingly finding their reputations harmed by misleading, careless or false online statements.
Unlike traditional media, social media moves fast. Posts can be shared and reposted almost instantaneously, often spreading far beyond their intended audience. Once published, the resulting reputational damage can be swift and difficult to contain. It is therefore unsurprising that the courts are seeing a growing number of disputes arising from what is said (or typed) online.
The Law on Defamation
In Singapore, defamation is governed primarily by common law principles, and supplemented by the Defamation Act 1957. At its core, the law seeks to protect the reputation of person(s) against false statements that lower them in the estimation of right-thinking members of society.
To succeed in a defamation claim, a claimant must establish three elements: (i) that a statement bearing a defamatory meaning was made, (ii) that it was published to at least one third party, and (iii) that the statement refers to the claimant.
Whether a statement is defamatory is assessed objectively, based on how the words would be understood by an ordinary, reasonable reader. The courts consider the natural and ordinary meaning of the publication as a whole, taking into account its context, tone and manner of publication. While such a reader is not unduly suspicious or eager to assume the worst, they are entitled to read between the lines and draw reasonable inferences. Importantly, a claimant need not be expressly named in the publication. It is sufficient if ordinary readers would understand the statement to refer to the claimant.
Defendants are not without protection. One common defence is justification, which applies where the statement complained of is true. Another is qualified privilege, which protects statements made in circumstances where free communication is important, such as in legal proceedings or reports to authorities, provided the statement was not made maliciously. Finally, the defence of fair comment protects honest opinions based on true facts. Even if an opinion is critical or unpopular, it will be protected so long as it is clearly presented as an opinion rather than a statement of fact.
Legal Consequences and Remedies
When defamation is established, the courts have a range of remedies to address the harm caused. Monetary damages are the most common, designed to compensate the claimant for the reputational harm suffered. In cases where the defamatory conduct is particularly serious, persistent, or malicious, the court may award aggravated damages.
Beyond financial compensation, the courts can also order non-monetary remedies. For instance, a defendant may be required to issue a public apology, acknowledging the falsity of the statement and expressing regret for the damage caused. The court can also grant injunctions to prevent further publication of defamatory statements or to remove existing harmful content.
We at Salem Ibrahim LLC stand ready to advise and help you to take this step forward with employing the appropriate steps to pursue your interest, whether as a minority shareholder, or on behalf of the company.
Henna is a Senior Executive at Salem Ibrahim LLC.
Salem Ibrahim LLC is your go-to business lawyer in Singapore and corporate lawyer in Singapore.
Clients require up-to-date legal advice in building construction projects. You require a lawyer with a solid understanding of this dynamic industry. The lawyers at Salem Ibrahim LLC have the knowledge and experience to support you if you are in the building construction industry.
- Building Constructions Disputes
- Project Development
- Liability For Architects
- Engineers
- Employers
Case handled:
Construction of Three Cement Silos:
Our dispute lawyer, Raeza Ibrahim represented a Malaysian MNC in dispute with an Australian sub-contractor regarding inefficiency and failure to abide by designs for three cement silos. The multi-million dollar project resulted in three adjudications under the Security of Payments Act, and a High Court Suit.
Check out Raeza’s profile: https://www.salemlaw.org.sg/the-lawyers/raeza-ibrahim
If you are facing any criminal charges or are currently under investigation in Singapore, the team is here to guide you on your rights. This is a crucial time when you urgently need expert legal advice from a highly qualified criminal lawyer in Singapore.
When you are involved in a criminal investigation and facing criminal proceedings in Singapore, it is crucial to engage a lawyer that you can trust who will lead you to a favourable outcome.
Our criminal law team can help you understand your rights, advise you every step of the way, and be there when no one else will. Speak to us today to get the help you need.
- Commercial Crimes Including Corruption
- Insider Dealing
- Criminal Breach Of Trust
- Motoring Offences
- Breach Of Statutory Duty
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With the trend of increasing cross border M&A transactions due to the globalization of the world economy. The lawyers at Salem Ibrahim LLC have garnered exposure and experience dealing with M&A deals between foreign companies and domestic firms in the target country.
- Mergers And Acquisitions In Foreign Jurisdictions
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Every successful organization knows the importance of human capital and building a strong talent pool. Our lawyers represent clients in all sectors of employment related-matters and offer the following services:
- Employment Contracts
- Workmen’s Compensation
- Employment Termination
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Every business has its own set of unique challenges which is why Salem Ibrahim LLC’s lawyers believe in providing efficient and customized services to meet financial challenges faced by clients. Our team of lawyers can assist you in creating a smooth process through financial stringency.
- Company Liquidation
- Judicial Management
- Company Restructuring
- Personal Bankruptcy
What Happens If You Are Declared Bankrupt?
By Max Fu
We all know what bankruptcy is, but do you really know what happens once you are declared bankrupt? How about your duties and restrictions as an undischarged bankrupt? And how can you ‘get out’ of bankruptcy?
After you are declared bankrupt
You are declared a bankrupt once a Court makes a bankruptcy order against you. As a bankrupt, your case and bankruptcy estate will be managed by a trustee. At present, all bankruptcy cases are handled by private trustees, except for cases where the Official Assignee determines there is sufficient public interest for it to be appointed as the trustee in bankruptcy. As such, your trustee can either be a private trustee or the Official Assignee.
Regardless of who the trustee is, the trustee plays an important role in your bankruptcy process. First, you are required to submit a Statement of Affairs to the trustee. The Statement of Affairs sets out relevant information about your financial circumstances and needs, such as your assets and liabilities, income, employment, and details of your dependants.
The trustee will thereafter manage your financial affairs as a bankrupt, which may include selling your assets and distributing the proceeds to your creditors, in order to ensure you can settle your debts. The trustee also determines the amount of money you need every month to support yourself and your family, as well as how much you ought to pay to the trustee monthly. Moreover, you will need to pay an amount to be considered for discharge from bankruptcy – this, too, is determined by the trustee.
The trustee is also able to advise you on matters pertaining to your duties and restrictions as a bankrupt.
Duties and restrictions as a bankrupt
Pursuant to the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA”), as an undischarged bankrupt, you are required to fulfil certain duties. You are also subject to various restrictions on the activities you are allowed to undertake.
Apart from the duties of cooperating with the trustee in the management of your financial affairs as well as making the regular payments determined by the trustee, other duties include making property-related disclosures as required to the Official Assignee and attending any meeting of your creditors.
The status of bankruptcy does come with restrictions on regular life and activities. An undischarged bankrupt cannot travel overseas (i.e. out of Singapore) unless the trustee’s prior permission is obtained. You are also prohibited from managing a business or acting as a director of a company, save with the permission of the Court or the Official Assignee’s written permission. Furthermore, except for personal injury actions or matrimonial proceedings, you cannot start (or continue) any court action without the trustee’s approval. These are just some of the various restrictions which an undischarged bankrupt may be subject to.
Being discharged from bankruptcy
So, how does one get discharged from – or ‘get out’ of – bankruptcy? In Singapore, there is no automatic way to be discharged from bankruptcy. Generally, there are two ways to obtain a discharge from bankruptcy: either a discharge by the Court or a discharge by Certificate of the Official Assignee.
We at Salem Ibrahim LLC stand ready to advise and help you to take this step forward with employing the appropriate steps to pursue your interest, whether as a minority shareholder, or on behalf of the company.
Max Fu is an Associate at Salem Ibrahim LLC.
Salem Ibrahim LLC is your go-to insolvency lawyer in Singapore.
The definition of risk is changing. The current COVID pandemic has led to the rise of an economic meltdown that increasingly affects the entire world. Add legislative reform and more regulations on a local and global level to the mix, and companies today find themselves under enormous pressure.
You need lawyers who know your business and know how to mitigate your exposure. From dealing with consumers and competitors to keeping to your regulatory commitments, Salem Ibrahim LLC’s lawyers are with you to help you manage your own risk. We can act for both insurers and insured for all classes of insurance. Contact our team today!
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Divorce is a difficult decision. The law for Muslims in Singapore is found in the Administration of Muslim Law Act and is different from civil law. Let the team advise and support you in your passage through the Shariah Court. The team in Salem Ibrahim LLC led by Salem Ibrahim and Iman Ibrahim also feature in high net worth cases.
- Syariah Divorce
- Custody
- Maintenance-Related issues
- Property/Assets Division
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Salem Ibrahim’s team provides legal services for IP, technology and general commercial transactions, including contracts structuring, drafting, negotiations, and regulatory advice in relation to the following:
- Software & hardware
- Maintenance
- Source code
- Marketing
- Beta test
- Hosting
- Telecommunications
- ISP
- Turnkey
- Consultancy
- Development
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We have an in-house Notary Public and Commissioner for Oaths for certification of legal documents. Documents for use outside Singapore will require a Notarial Certificate. We also provide services for Apostille and Embassy certification.”
- Statutory Declarations
- Oaths & Affirmations
- Certification Of Documents
- Notarial Certificates
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We know the importance of the distribution of family assets. Come to us for confidential legal advice. Our lawyers can provide sound and practical advice the administration of estates and trusts.
- Making Wills
- Probate & Administration
- Family Trusts
