G.H.Y. Culture

[weijian]

GOVERNANCE RISKS AT G.H.Y. CULTURE & MEDIA

The corporate structure is shown in the prospectus. The risks relating to the corporate structure are generally well explained over nine pages in the prospectus, with the entire discussion of risk factors spanning over 53 pages.

Essentially, there are five layers of companies. The first layer is the SGX-listed company, which is incorporated in Cayman Islands as an exempted company with limited liability. This subjects it to Cayman company law, not Singapore company law. The directors of the listed company therefore owe fiduciary duties and duty of skill and care to the company under Cayman Islands law. This means that regulatory enforcement of these duties is in the hands of the Cayman Islands’ authorities, not the Singapore authorities.  An obvious question is why incorporate the listed holding company in a jurisdiction like Cayman Islands?


https://governanceforstakeholders.com/20...ure-media/

[specuvestor]

To be fair many companies incorporated in Cayman and Cayman generally quite align with commonwealth laws. In theory should not be a big issue if management is credible but in practice it’s hard enough to air shareholders’ grievances in Singapore...

WOFE is the other big issue. Many internet companies are also set up this way cause they are considered Media sector. As per above if management is credible it’s generally ok

But yes Structure is important. Even if you have a golden goose underlying with different overlaying jurisdiction and differentiated payouts, you might never see a feather.