Goldilocks Investment Co Ltd v Noble Group Ltd: Interim Injunction & Shareholder Rights under SFA
Goldilocks Investment Company Limited, the applicant, sought an interim injunction against Noble Group Limited, the respondent, in the High Court of Singapore. The application was made pending the determination of Originating Summons No 480 of 2018. Goldilocks sought to restrain Noble from holding any shareholders’ meetings, including its annual general meeting. The court granted the injunction on modified terms, finding that there was a serious question to be tried regarding Goldilocks's rights as a shareholder under the Securities and Futures Act and that the balance of convenience favored granting the injunction.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Injunction granted on modified terms.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Goldilocks sought an injunction to prevent Noble from holding a shareholders' meeting. The court granted the injunction, addressing shareholder rights under the SFA.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Goldilocks Investment Company Limited | Applicant | Corporation | Injunction Granted | Won | Nair Suresh Sukumaran, Tan Tse Hsien Bryan |
| Noble Group Limited | Respondent | Corporation | Injunction Granted Against | Lost | Jason Chan Tai-Hui, Evangeline Oh Jialing, Rebecca Chia Su Min |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Nair Suresh Sukumaran | Nair & Co LLC |
| Tan Tse Hsien Bryan | Nair & Co LLC |
| Jason Chan Tai-Hui | Allen & Gledhill LLP |
| Evangeline Oh Jialing | Allen & Gledhill LLP |
| Rebecca Chia Su Min | Allen & Gledhill LLP |
4. Facts
- Goldilocks sought an interim injunction against Noble to restrain Noble from holding any shareholders’ meetings.
- Goldilocks held an 8.1% share in Noble through a DBS nominee account.
- Noble rejected requisitions issued by Goldilocks qua member, claiming Goldilocks was not a member.
- Goldilocks argued that pursuant to s 81SJ of the SFA, it is a member of Noble.
- Goldilocks did not fall squarely within the words of s 81SJ read with s 81SF because it held its shares through a DBS nominee account.
- The court directed that Goldilocks begin the process of registering itself as the depositor in respect of its shares in Noble in the CDP register by 3 May 2018.
5. Formal Citations
- Goldilocks Investment Co Ltd v Noble Group Ltd, Originating Summons No 480 of 2018 (Summons No 1929 of 2018), [2018] SGHC 108
6. Timeline
| Date | Event |
|---|---|
| Goldilocks submitted its submissions. | |
| Noble submitted its submissions. | |
| Ajit Vijay Joshi affidavit filed. | |
| Noble's annual general meeting was scheduled. | |
| Goldilocks sought an interim injunction against Noble. | |
| Goldilocks held an 8.1% share in Noble through an account with DBS Nominees Pte Ltd. | |
| Noble rejected requisitions issued by Goldilocks. | |
| Goldilocks proposed five directors for appointment at the AGM. | |
| Hearing for the injunction application. | |
| Minute Sheet. | |
| Convening of the AGM permitted only to allow those turning up to be informed that it is to be adjourned. | |
| 2018-04-30 | |
| Oral remarks made at the hearing of this matter. | |
| Goldilocks begins the process of registration. | |
| Goldilocks's submissions. | |
| Noble's submissions. |
7. Legal Issues
- Shareholder Rights
- Outcome: The court found that there was a serious question to be tried as to whether Goldilocks had the right to lodge requisitions, to propose directors for election and to exercise other rights as a member of Noble.
- Category: Substantive
- Sub-Issues:
- Right to propose directors
- Right to exercise shareholder rights
- Membership status
- Interim Injunction
- Outcome: The court granted the interim injunction on modified terms, finding that the balance of convenience lay in favor of the grant of the injunction.
- Category: Procedural
- Sub-Issues:
- Serious question to be tried
- Balance of convenience
- Forum Mandatory Statute
- Outcome: The court considered whether the SFA could operate as a forum mandatory statute, displacing the application of foreign law.
- Category: Jurisdictional
8. Remedies Sought
- Interim Injunction
- Declaration that Goldilocks is entitled to propose directors for election
- Declaration that Goldilocks is entitled to exercise all rights as a shareholder
9. Cause of Actions
- Application for Interim Injunction
- Declaration of Shareholder Rights
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| American Cyanamid Co v Ethicon Ltd | N/A | Yes | [1975] AC 396 | N/A | Cited for the legal principles to be applied in an interim injunction application, namely, whether there is a serious question to be tried and whether the balance of convenience lies in favor of the injunction being granted. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Securities and Futures Act (Cap 289, 2006 Rev Ed) | Singapore |
| Companies Act (Cap. 50) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Interim Injunction
- Shareholder Rights
- Securities and Futures Act
- Forum Mandatory Statute
- Depository Register
- Book-entry securities
- DBS Nominee Account
- Central Depository Pte Ltd
- Register of Members
- Annual General Meeting
- Depositor
15.2 Keywords
- injunction
- shareholder rights
- securities
- SFA
- Goldilocks
- Noble
- Singapore
- corporate law
16. Subjects
- Injunctions
- Shareholder Rights
- Securities Law
- Corporate Law
- Civil Procedure
17. Areas of Law
- Civil Procedure
- Injunctions
- Companies
- Conflict of Laws
- Choice of Law
- Forum Mandatory Statute
- Securities Law