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Legal Update: Director’s Duties and the Scope of Corporate Accountability

Aug 26, 2025

On 5 June 2025, the Appellate Division of the High Court delivered its decision in Inter-Pacific Petroleum Pte Ltd (in liquidation) v Goh Jin Hian [2025] SGHC(A). The Appellate Court overturned the High Court’s ruling that had held Dr Goh personally liable for over US$146 million in losses, clarifying that a director’s breach of duty must be the proximate cause of loss in order to attract liability.

This case provides timely guidance on the scope of directors’ duties in Singapore, reinforcing the need for directors to remain informed and engaged while also underscoring the evidentiary burden that companies (or their liquidators) face when seeking to impose personal liability on directors.

In this legal update, we summarise the background, the Appellate Court’s key findings, and the practical takeaways for directors and corporate governance.

Please find the full update attached.

For further information contact:

Claudia Teo

Partner & Head, Corporate and Financial Services Regulation

claudiateo@harryelias.com

+65 6361 9845

Andy Lem

Partner & Co-Head, Civil and Commercial Litigation

andylem@harryelias.com

+65 6361 9340

Huang Zhihao

Partner, Corporate and Financial Services Regulation

zhihaohuang@harryelias.com

+65 6361 9869

Eugene Tai

Senior Associate, Corporate and Financial Services Regulation

eugenetai@harryelias.com

+65 6361 9304

Supporting team member

Julian Foo

Trainee

julianfoo@harryelias.com

For more information, please contact
our Business Development Director, Ricky
Soetikno, at rickysoetikno@harryelias.com.