A doctor locked in a tussle with six shareholders of a chain of beauty clinics has failed in his bid to stop them from calling any meeting to alter the firm’s share capital, which would include issuing more shares.
Dermatologist Goh Seng Heng owns 13.31 per cent of Aesthetic Medical Partners (AMP), together with his daughter, Dr Michelle Goh.
They resigned in February this year as directors of AMP, a firm they founded.
They have sued six investors and shareholders who, together with Chinese national Lucy Wang, controlled 63.47 per cent of AMP.
Twenty other shareholders – owning 20.88 per cent of shares of AMP – were stacked on Dr Goh’s side.
In a separate move, Dr Goh also failed to remove a freeze on assets worth up to $10 million owned by him, his daughter and Quikglow, an alleged rival firm that they set up in 2013.
The freeze is pending the outcome of a suit taken by AMP and its subsidiary unit Aesthetic Medical Holdings (AMH) against the pair this year.
It is alleged that they breached fiduciary or contractual duties, among other things, in part because of Quikglow.
The court noted that Dr Goh had sold about $50 million of his AMP shares to various parties. AMH owns about 12 aesthetic medicine clinics here.
AMP had obtained court orders restraining the pair from joining Quikglow and prohibited Quikglow from hiring their services pending the outcome of its suit.
“These two suits involve a power struggle between the shareholders and investors of a company that owns and operates outlets in Singapore which provide aesthetic laser services and skincare-related products and services,” said Senior Judge Lai Siu Chiu in decision grounds released last week.
Lawyers opposing his stop-meeting bid filed in March argued he could not show at that time that they would succeed in the proposed resolutions to alter the share capital at a general meeting, pointing out the six defendants held 41.57 per cent of the shares in the firm and it was not known how 34 other shareholders owning 58.43 per cent of the shares would vote.
The judge said the court was fully conscious of the “bad blood” that existed and added that Dr Goh and his daughter wanted nothing more to do with AMP.
This was reinforced by Dr Goh’s subsequent media statement and it therefore “did not lie in Dr Goh’s mouth to come to court to complain (falsely) that the pending rights issue would dilute his holdings and that the status quo should be preserved pending trial,” the judge said.
The judge noted the six defendants in last year’s suit had intended to call a meeting to pass a resolution for a rights issue to raise funds to ensure AMP continued operating.
“It is not the function of the courts to interfere in the day-to-day running of companies,” she added.
Dr Goh is appealing the decisions.
vijayan@sph.com.sg
This article was first published on Dec 16, 2016.
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