The Legal 500

On 28 March 2013, the Competition Commission of Singapore ("CCS") handed down fines totalling S$179,071 on 12 motor vehicle traders for bidrigging at public motor vehicle auctions held by various government agencies

The Singapore Exchange (SGX) has proposed some significant initiatives to the offer structure relating to initial public offerings (IPOs).

The Monetory Authority of Singapore has introduced a new disclosure of interests (DOI) regulatory regime to streamline and enhance the existing DOI requirements in listed entities by directors and substantial shareholders.

Through a press release on October 3 2012, Singapore's Ministry of Finance (MOF) confirmed that it has completed its review of the Companies Act. Following the public consultation carried out in 2011, the MOF has accepted 192 and modified 17 recommendations of the Steering Committee.

In recent years, directors of listed companies often face difficulties in ascertaining if certain information needs to be disclosed under the Securities and Futures Act (SFA). The disclosure requirements issue came to light when three former independent directors of Airocean Group Limited ("Airocean") were convicted of disclosure related offences under the SFA in the District Court.

The Monetary Authority of Singapore has introduced a new disclosure of interest (DOI) regulatory regime to streamline and enhance the existing DOI requirements in listed entities. The new regime has taken with effect from 19 November 2012.

Welcome to the final issue of Drew & Napier LLC's International Arbitration Quarterly for the year 2012.

In this issue, we discuss:

• the movement of international arbitration in India towards less judicial intervention;

• a recent arbitration which concerned alleged gross negligence and astronomical loss of profits; 

• the arbitrating parties' choice of law; and

• the importance of appreciating cultural nuance before an international arbitration panel.

Dear friends of Samuel Seow Law Corporation,

We are pleased to present you with the August/October 2012 Bumper edition of our SSLC Newsletter! Sorry for the wait!

This issue is filled with interesting events that have occurred within the past4 months in relation to our firm's clients. As always, we work with some of the most exciting people and companies in the region and this issue is packed with information on their latest happenings!

Securities and Futures Act

This update discusses the concept of attributed liability which has recently come into effect under the Securities and Futures Act ("SFA") whereby an employer may face liability resulting from a contravention of market conduct provisions of the SFA by its employee, officer, partner or manager. Some practical recommendations for an employer to mitigate such risks are also discussed.

The Monetary Authority of Singapore (“MAS”) has announced that the implementation of the enhanced regulatory regime for fund management companies (“FMCs”) will take effect from 7 August 2012.

On 12 March 2009, the Monetary Authority of Singapore (“MAS”) issued a consultation paper (“March 2009 Consultation Paper”) proposing enhancements to the regulatory framework for unlisted investment products.

On 14 June 2011, the Corporate Governance Council (“Council”) issued a consultation paper with proposed revisions to the Code of Corporate Governance (“Code”). Please click here to refer to Drew & Napier LLC’s update on that consultation.

Following the introduction of the Health Products Act in February 2007, the Health Sciences Authority (“HSA”) has continued to strengthen its regulatory framework through the implementation of the Health Products (Medical Devices) Regulations (“Regulations”).

“Lemon Laws” refer to consumer protection laws that provide remedies against goods with latent defects. These type of goods usually fail to meet satisfactory qualify or performance standards at the time of purchase, or fail to conform to applicable contracts. The lemon laws thus obligate sellers to repair, replace, or refund the price of defective goods.

On 14th February 2011, Mr. Lui Tuck Yew – the then Minister of Information, Communication and the Arts - announced that a Data Protection Bill will likely be introduced in Parliament some time in 2012. The Bill is set to be promulgated into our laws soon.

The “Reecon Wolf” [2012] SGHC 22 was an appeal before a Judge of the Singapore High Court from the decision of the Assistant Registrar refusing to stay an admiralty action between foreigners arising from a collision between foreign vessels of different nationalities.

On 19 March 2012, the Ministry of Information, Communications and the Arts (“MICA”) issued a consultation paper to seek feedback on the proposed Personal Data Protection Bill (“DP Bill”). Closing date for feedback is 30 April 2012. The public consultation can be accessed here.

The Singapore Code on Take-overs and Mergers (“Code”) has been revised by the Monetary Authority of Singapore (“MAS”) on the advice of the Securities Industry Council (“SIC”). The new Code will come into force on 9 April 2012.

Companies in Singapore are governed by the Singapore companies act (Cap 50 of the 1994 Revised Edition of the Singapore Statutes). Specific types of companies may also be regulated by other statutes.

The Ministry of Commerce of the People’s Republic of China (“MOFCOM”) has approved the acquisition of 60.00 percent interest in Hsu Fu Chi International Limited (“Hsu Fu Chi”) by Nestlé S.A (“Transaction”) on 6 December 2011.

The Monetary Authority of Singapore (“MAS”) recently announced plans to develop a regulatory framework for financial groups.

The Evidence (Amendment) Bill 2012 was read for the first time in Parliament on 16 January 2012 and passed on 14 February 2012. One of the notable changes to the Evidence Act is the extension of legal professional privilege to in-house counsel.

On 13 February 2012, the Monetary Authority of Singapore (“MAS”) issued a consultation paper on a significant new proposal: to regulate the trading of over-the-counter (“OTC”) derivatives.

On 23 December 2011, Hsu Fu Chi International Limited (“Hsu Fu Chi”) was successfully delisted from the Singapore Exchange Securities Trading Limited (“SGXST”) following the acquisition of a 60 percent stake by Nestlé S.A.

The Consumer Protection (Fair Trading) (Amendment) Bill (“Bill”) was introduced in Parliament on 14 February 2012.

Amendments to the Evidence Act (“Act”) were passed in Parliament on 14 February 2012, setting out new rules for the type of evidence which may be admitted in court proceedings. These changes are likely to come into effect this year.

Kevin Lew Chee Fai v Monetary Authority of Singapore [2012] SGCA 12

This was the first civil insider trading case litigated in the Singapore Courts under the relevant provisions of the Securities and Futures Act (“SFA”) enacted in 2001. The matter proceeded all the way to the Court of Appeal which gave a detailed exposition of what constitutes insider trading under the laws of Singapore.

The Health Sciences Authority (“HSA”) is holding a public consultation on its proposal to consolidate the legislative provisions regulating western medicine into a single statute. Currently, the regulatory controls are found in separate pieces of legislation, including the Medicines Act and the Poisons Act. It is proposed to transfer these provisions into the Health Products Act. 

2011 was a year of significant developments in the corporate governance regime in Singapore. In June, the Corporate Governance Council (the “Council”) released a consultation paper on the proposed revisions to the Code of Governance (the “Code”). In September, the Singapore Exchange Securities Trading Limited (“SGX”) followed with amendments to its listing rules (the “Rules”). This article seeks to discuss some of the major changes in the Code and the Rules.

Asian Legal Business (ALB): How did the SGX fare in terms of the listings it attracted last year?

Following public consultation in January 2010, Singapore Exchange Ltd (“SGX”) has announced on 14 September 2011 extensive amendments to the listing rules to strengthen corporate governance practices and foster greater corporate disclosure.

INTRODUCTION
The Securities Industry Council (“SIC”) has issued a consultation paper (“CP”) on proposed amendments to the Singapore Code of Take-overs and Mergers (“Code”). The consultation closes on 7 November 2011.

INTRODUCTION

The Singapore Exchange Ltd (“SGX”) has issued extensive amendments to the listing rules (“Listing Rules” or “LR”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual (“Listing Manual”) to strengthen corporate governance and foster greater corporate disclosure.

Asian Legal Business (ALB): 2010 was a year in which many, if not most, exchanges across Asia set new records. Is 2011 also likely to be a year in which new records are set?

Contents

Making claims against financial
institutions – Some guidance from
the Court of Appeal 1
Purchaser of multiple properties saves
more than S$400,000 in stamp duty 2
The bright-line test for novelty not so
bright anymore? 3

Singapore has a reputation for being one of the most corruption-free countries in the world. In the Doing Business 2010 Report ("the Report") issued by the World Bank, Singapore was ranked as the easiest place in the world to conduct business, and was ranked fourth in the world and first in Asia for having the least corruption in its economy.

The Corporate Governance Council (“Council”) has issued a consultation paper with proposed revisions to the Code of Corporate Governance (“Code”). These amendments seek to promote a high standard of corporate governance among listed companies in Singapore and will bring the Code in line with international best practices.

Arising from the proposed Amendments to the Provisions Relating to Directors in the Companies Act and the Code of Corporate Governance

In a move expected to expand the repertoire of resource companies listed on the Singapore Exchange ("SGX"), the SGX amended the Catalist rules to accommodate the listing of early stage mineral, oil and gas ("MOG") companies with effect from 1 February 2011.

On March 30th, 2011, the Federal Administrative Court ruled on the Google Street View case.

Bribery is taking on an increasingly cross-border character. Recently, 2 Singaporeans were alleged to be involved in bribing 6 match officials to fix 2 matches held in Turkey between Latvia, Bolivia, Estonia and Bulgaria.

In what the Singapore Court of Appeal termed as the longest marriage to come before the courts in recent years, it clarified two important issues in the division of matrimonial assets, namely, the “cut-off date” for determining matrimonial assets and the approach to be taken in the division of matrimonial assets.

Hau Tau Khang v Sanur Indonesian Restaurant Pte Ltd & Anor [2011] SGHC 97

Summary

The Singapore High Court recently clarified the principles relating to a director’s right of inspection of the company’s accounts and other documents under section 199(3) of the Companies Act (“Act”). A director is entitled, as of right, to have access to the company’s accounts and other documents, subject to certain exceptions.

Overview

Recently, there has been increased attention worldwide in the area of anti-corruption law due to the enactment of the UK Bribery Act 2010 (“UK Bribery Act”). The UK Bribery Act will come into effect in the UK on 1 July 2011.

The Accounting and Corporate Regulatory Authority (“ACRA”), Singapore’s national regulator and registration authority for businesses and public accountants, issued a public consultation paper in October 2010 on the review of the Business Registration Act (Chapter 32 of the Statutes of Singapore) (the “Act”).

ALB: As the spectre of the financial crisis is lifted from the region, M&A levels took off around Asia. What do you feel are the prospects for another record-breaking year in 2011?

Loo Choon Chiaw: The Asia Pacific region has indeed experienced strong growth in M&A activities. Bloomberg has reported that Asia Pacific eclipsed Europe in 2010 as the second most active region, following North America. Thomson Reuters predicted that global M&A activity will increase by 36% in 2011 to USD3.04 trillion as opposed to the 12% growth in 2010.

What is the relevant legislation and who enforces it?

The Singapore Exchange (SGX) has announced that its new board, GlobalQuote, which it has set up in collaboration with NASDAQ OMX Group Inc., will begin operation on 22 October 2010 with American Depository Receipts (ADRs) of 19 major Asian companies. Of these 19 companies, 9 are currently trading their ADRs in the US while the other 10 have listings in Hong Kong.

Singapore Exchange Limited (“SGX”), on 28 August 2010, issued a consultation paper on the proposed policy statement on sustainability reporting and guide for its listed companies in formulating their sustainability reporting framework. The proposed policy statement and guide, if adopted, shall set the baseline for holistic reporting going beyond corporate governance to social and environmental aspects.

In order to ensure that the relevant and essential corporate and financial information are disclosed promptly and accurately, the Accounting and Corporate Regulatory Authority (ACRA) of Singapore has recently announced the implementation of several new initiatives to further strengthen the regulatory regime. These new initiatives are as follow

The Accounting and Corporate Regulatory Authority (ACRA) has been implementing several initiatives as an impetus for locally incorporated companies to comply with the corporate regulatory requirements as well as acknowledge companies who have made the effort to comply.

The Singapore Exchange Limited (“SGX”) is proposing changing the Mainboard listing criteria and introducing a separate listing framework for Special Purpose Acquisition Companies (“SPACs”). This article looks at some of the changes proposed.

On January 1, 2011, the Swiss tax law capital contribution principle (CCP) enters into force - with far reaching consequences for companies, their owners, board members and tax advisors. A few days ago the Federal Tax Administration (FTA) published a Circular Letter on this change of law.

SPECIAL INTEREST ARTICLE: 10 Trade Mark – No Bona Fide intention and bad faith

SPECIAL INTEREST ARTICLE: Family Law: The Effects of Illegitimacy

In This Issue  -  Singapore Competition Law Watch  -  Asean Competition Law Watch  -  Regulatory Updates  -  Industry News  -  Aviation  - Financial  -  FMCG  -  Hospitality  -  Manufacturing  -  Pharmaceutical/Medical  -  Feature Article  -  Do you know?

SPECIAL INTEREST ARTICLE: Mental Capacity Act

August 2010 Volume 5, Issue 4

SPECIAL INTEREST ARTICLE: Restraint of Trade Clauses in the Context of a Sale of Business

WHAT ROLE DOES THE GOVERNMENT OF SINGAPORE PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT?

On 18 August 2010, the Competition Commission of Singapore (the “CCS”) published its final Statement of Decision in respect of the Singapore Medical Association’s (the “SMA”) Guidelines on Fees (“GOF”). The CCS concluded that the GOF infringed section 34 of the Competition Act1, and did not benefit from the Net Economic Benefit exclusion (the “NEB exclusion”).

Quarterly Update

(1) Plea of mistake succeeds in the District Court (2) Business methods patentable in US? (3) Latest edition of Primary Rules for Arbitrations conducted at SIAC (4)

On 23 February 2010, the SGX and Oslo Børs ASA ("Oslo Børs") announced the first two companies for dual listing on both exchanges.

The two companies were Golden Ocean Group, a dry bulk carrier currently listed on Oslo Børs, and China Fishery Group, an industrial fishing company listed on the SGX.

MAS CONDUCTS COMPREHENSIVE REVIEW OF CODE ON COLLECTIVE INVESTMENT SCHEMES

In Singapore, it is the accepted practice for an originating process to be served on a company without solicitors on record by leaving the document at, or sending it by registered post to, the company’s registered office.

Despite the disappointing outcome of the Copenhagen Climate Change Conference, where no legally binding outcome was reached, and where no real targets to achieve emissions reductions were set, Singapore has proactively continued with the implementation of its Sustainable Singapore Blueprint (“Blueprint”) which aims to achieve a 7% to 11% reduction of greenhouse gas emissions below Business-As-Usual (BAU) scenario by 2020.

Companies Act: Enhancing Shareholder Rights

(1) Singapore Competition Law Watch (2) ASEAN Competition Law Watch (3) Regulatory Updates (4) Industry News - Aviation - Financial - FMCG - IT - Manufacturing - Media - Pharmaceutical (5) Feature Article (6) Do you know?

On 25 November 2009, China released a set of measures for the Administration of the Establishment of Partnership Enterprises in China by Foreign Enterprises of Foreigners ("FIP Measures"). Shortly thereafter on 29 January 2010, the State Administration and Industry Commerce ("SAIC") issued the Registration Rules for Foreign-invested Partnership Enterprises ("FIP Registration Rules") This update takes a look at the FIP Measures and the FIP Registration Rules, both of which will take effect on 1 March 2010.

The Singapore Exchange Limited (“SGX”) is proposing changing the Mainboard listing criteria and introducing a separate listing framework for Special Purpose Acquisition Companies (“SPACs”). This article looks at some of the changes proposed.

The Singapore Court of Appeal has affirmed that Singapore courts will take a more liberal approach when considering restrictive covenants in the context of a sale of business, compared to a situation where such covenants are contained in a contract of employment.

The Association of Southeast Asian Nations (ASEAN) was established on 8 August 1967 in Bangkok, Thailand. The Member Countries of the Association are Brunei Darussalam, Cambodia, Indonesia, Lao PDR, Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam.

The Life Sciences industry has for some years been lauded as a key industry for Singapore’s economy. The Singapore government is fully committed to nurturing and cultivating this industry, by investing in and developing several critical infrastructures for the Life Sciences industry.

The Accounting and Corporate Regulatory Authority (the “ACRA”) has announced that it will, on 4 May 2009, launch a new business structure known as the limited partnership (“LP”), pursuant to the Limited Partnerships Act 2008 (the “LPA”).

On 21 January 2009, Singapore Exchange Limited (the “SGX”) issued a press release announcing the introduction of new rules requiring SGX member firms to develop robust “Business Continuity Management (BCM)” arrangements. This follows a public consultation in May 2008, on proposed BCM requirements. The BCM requirements are implemented under the SGX-Securities Trading Rules, Futures Trading rules, CDP Clearing Rules and the SGX-Derivatives Clearing Rules.

The Court of Appeal has ruled that it may be an abuse of the court’s process for a creditor to threaten winding up proceedings against a debtor company which has offered to place the disputed sum in an escrow account. The court also signalled that a statutory demand issued under section 254(2)(a) of the Companies Act should inform the debtor company that it can either pay the debt or secure or compound for it to the creditor’s satisfaction.

"Cash companies" (companies which have sold their operations so that their assets comprise wholly or substantially of cash) and "distressed companies" (companies facing persistent financial difficulties) are given a reasonable period of time under the listing rules to submit proposals for very substantial acquisitions or reverse takeovers ("RTOs") with a view to resuming trading ("resumption proposals"). Such companies are given an extension of time to implement resumption proposals already approved by the Exchange. Continuation of listing is contingent on companies complying with the listing rules.

After the launch of Catalist on 26 November 2007 only a handful of Catalist companies had taken steps to appoint a continuing sponsor, whose primary responsibilities comprise the rendering of advice to the Catalist companies on rule compliance.

On 21 January 2009, Singapore Exchange Limited (the “SGX”) issued a press release announcing the introduction of new rules requiring SGX member firms to develop robust “Business Continuity Management (BCM)” arrangements. This follows a public consultation in May 2008, on proposed BCM requirements. The BCM requirements are implemented under the SGX-Securities Trading Rules, Futures Trading rules, CDP Clearing Rules and the SGX-Derivatives Clearing Rules.

Under general principles of corporate law, a corporation is not liable for any contravention of law or offence committed by its employees, except to the extent that the employee can be said to constitute or otherwise represent the directing mind of the company. Typically, the corporation would be attributed with liability only where the employee is a very senior person. In the context of Part XII (Market Conduct) of the Securities and Futures Act (the “SFA”), it may therefore be possible for a corporation to reap the benefit of any market misconduct carried out by its more junior employees.

Save for the restrictions discussed under Question 5 below, there is generally no prohibition or limit on foreign capital investment or foreign ownership of business entities in Singapore. However, every business in Singapore needs to be registered under the Business Registration Act (Chapter 32), Limited Liability Partnership Act (Chapter 163A) or Companies Act (Chapter 50). These are administered by the Accounting and Corporate Regulatory Authority in Singapore (“ACRA”), which undertakes the registration of all such businesses in Singapore and the regulation of such registrations.