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Abstract: Corporate groups, a ubiquitous feature of modern business, pose formidable challenges for common law courts relying on traditional corporate law doctrine. Arising out of a corporate group's recent bid to recover millions of dollars in lost profits from a former director and CEO who had diverted a core business, Goh Chan Peng v Beyonics Technology Ltd raised thorny issues of separate legal entity doctrine, single economic unit theory, and reflective loss shared by common law legal systems. Despite finding that the defendant had breached his duties to the ultimate holding company, the Singapore Court of Appeal absolved the faithless director from most of his liabilities, relying on limited domestic precedent to the exclusion of a rich body of Commonwealth jurisprudence – including the House of Lords’ landmark Johnson v Gore Wood decision. This note explores the paths not taken by the court, and highlights the pitfalls of a narrow, autochthonous approach to problems of common law doctrine. [ABSTRACT FROM AUTHOR]

Over the past 25 years, (minority) shareholders in Czech companies have been continuously seeking remedies for various wrongdoings they perceived to be caused by the failure of the company’s directors to act with due care (and/or as a result of a breach of their statutory duty of loyalty) in order to utilize not only the already well-established derivative lawsuits but also to seek a remedy for the ‘reflective’ loss on their shareholdings which were incurred as a result of the (direct) damage caused to the company by the directors. In the previous era (ending in 2014), however, Czech courts repeatedly denied minority shareholders any right to pursue reflective loss claims. But the corporate world changed in the Czech Republic on 1 January 2014 when the new Czech Civil Code entered into force. The new Czech Civil Code has brought many legal transplants from all around the world as well as re-instituted concepts into Czech law from Czech history which nearly had been forgotten and until now remained largely untested, both in practice and in terms of underlying policy. One of the significant new features brought by the new Civil Code is no doubt the brand new regulation of reflective loss claims, which, despite significant policy considerations justifying the predominant non-reflective loss principle, marks the first time such a general principle has ever expressly appeared in Czech law. Not only has the Czech law—detaching from the non-reflective loss principle—become anomalous, the way reflective loss has been ‘transplanted’ into Czech law is, to a great extent, troublesome. This article tackles the most crucial shortcomings (both in practice and underlying policy) of the new regulation; namely, it addresses the actual content of reflective loss claims under Czech law, the statutory requirements for the shareholders’ right to claim a reflective loss, and the co-existence of the company’s ‘primary’ right to damages and the shareholders’ right to reflective loss compensation. [ABSTRACT FROM AUTHOR]