Two sons of former president Ong Teng Cheong embroiled in court dispute over shareholding issues in family business

Two sons of former president Ong Teng Cheong embroiled in court dispute over shareholding issues in family business

Disagreements over shareholdings related to a family business have prompted one of former Singapore president Ong Teng Cheong’s sons to sue his younger brother for minority oppression.

Ong Tze Guan, 55, filed the action against his younger brother Ong Tze Boon, 53, and six other shareholders as well as the holding company itself in April.

The older brother holds a 28.45 per cent stake in Ong&Ong Holdings, which he claimed would have been worth S$5.41 million.

The younger brother holds a 70.43 per cent stake in the family’s architecture and engineering business.

According to the company auditor’s valuation, the seven defendants had acquired Tze Guan’s stake at S$1.65 million in September 2020.

Thus, Tze Boon’s stake was reportedly enlarged to 90.28 per cent after the acquisition.

The other six defendants each holds stakes of between 0.12 per cent and 4.96 per cent.

Tze Guan in his court filing argued that Tze Boon had been oppressive and unfairly prejudicial in dealing with the affairs of the group of companies, such as by removing Tze Guan as a director from nine companies between June 2018 and January 2019.

Tze Guan claimed that Tze Boon had done so after the former flagged issues with certain transactions at the companies.

The older brother subsequently sought an order from the High Court to have the other six defendants buy his shares either at an agreed price or at a price set by an independent expert appointed by the court.

He is also seeking a declaration from the court to have the shares transferred via the acquisition taken back.

However, Tze Boon and the rest of the defendants have challenged Tze Guan’s claims, branding in their defence Tze Guan’s allegations as factually and legally baseless.

Tze Boon claimed that Tze Guan has never approached Ong&Ong as anything more than “a personal financial interest”, adding that Tze Guan has mainly chosen to focus on his own largely unsuccessful business ventures in Vietnam and China.

Tze Guan, who studied civil and structural engineering, was also supposedly never actively involved in the running of the full service engineering and architecture group, Tze Boon alleged.

The younger brother also made counterclaims against Tze Guan such as for the repayment of an outstanding personal loan he had given Tze Guan two decades ago and for defamation.

Tze Boon asserted that the multiple allegations of minority oppression set out in letters sent to them by Tze Guan’s lawyers on April 21 last year were defamatory.

Court papers show that Tze Guan had borrowed a total of S$700,000 from Tze Boon in 2002 and 2003, with interest compounded at the rate of 7 per cent per annum and repayable on demand in November 2002.

Tze Guan has reportedly repaid S$219,983.56 in 2004 and has not paid off the rest to this date.

Currently, the civil case is at the pre-trial conference stage.

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