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Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

Legal Developments Worldwide

Articles contributed by Stamford Law Corporation

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Corruption Updates ‚Äď Lessons and Warnings from 2014

February 2015 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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2014 has been an active year for the prosecution of corruption cases.

In Singapore, the Court of Appeal in PP v Teo Chu Ha [2014] 4 SLR 600 and PP v Leng Kah Poh [2014] SGCA 51 made it clear that it would take a comprehensive approach in examining the substance of any corruption allegation under the Prevention of Corruption Act (PCA), Chapter 241. An agent or employee cannot hide his corrupt act behind a corporate structure.

Abolition of the Financial Assistance Prohibition for Private Companies

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Companies (Amendment) Bill No. 25 of 2014 (Amendment Bill) was passed by the Singapore Parliament on 8 October 2014. The Amendment Bill introduces the largest overhaul of the Singapore Companies Act (Cap. 50) (Companies Act) since it was enacted in 1967.

Singapore International Commercial Court: a New Brand of Litigation?

February 2015 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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Singapore’s new International Commercial Court (SICC), which was launched at the beginning of the legal year, promises to offer a bold new method of resolving commercial disputes in South-East Asia and beyond. The establishment of the Court recognises that large, complex, commercial matters can be most effectively resolved by a bench of specialist judges according to bespoke procedures. This much is not new. Commercial courts have grown up around the world to meet the need for businesses to resolve disputes fairly and efficiently. This need has intensified as trade and commerce has grown increasingly international and parties have found themselves litigating in different quarters of the world. The launch of the SICC can be seen in that context as a response to the need for a dedicated commercial litigation forum in the region. But the ambitions for SICC are arguably higher than that. Informed by the current landscape for resolving commercial disputes, the Court ventures into unchartered waters in at least two respects. First, it offers parties a flexibility in procedure that is influenced by practices seen in international arbitration. Secondly, and arguably more importantly, the Court may cause the development of a jurisprudence that consolidates and harmonises the region’s commercial laws: a lex mercatoria for Asia.

Who Bears the Burden of an Intermediary’s Corruption?

February 2015 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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The criminal sanctions for bribery and corruption are well known. So too is the fact that a principal may be liable for the payment of a bribe by one of its agents. What then happens when the bribe is paid by an intermediary who may have been acting for both parties? Further, what are the civil consequences of an intermediary’s bribe to close a deal?

These two questions came to the fore in the closely watched case of UBS AG (London Branch) & Anor v Kommunale Wasserwerke Leipzig GMBH [2014] EWHC 3615 (Comm) (UBS v. KWL).

Boosting Market Participation Among Retail Investors: Reduction of Board Lot Size

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Singapore Exchange Limited (SGX) will reduce the standard board lot size of securities listed on SGX from 1,000 units currently to 100 units from 19 January 2015.

Squabbling Ex-spouses Make Good Corporate Law (Again)

February 2015 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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A trend is emerging that business lawyers need to read family law reports to discern new legal principles[1]. This is perhaps not surprising as wealthy individuals hold their personal wealth through corporate entities. In Singapore, such a scenario gave rise to the need for the High Court to consider whether the shareholders of a company may resolve to manage the company when the directors are unable to act. In a learned and closely reasoned judgment, giving full weight to the variance under 

Alibaba’s VIE Structure: Does It Have a Place in Singapore?

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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All eyes were on Alibaba in its $22 billion initial public offering (IPO) on 19 September 2014, the largest ever in US history. Investors were so eager to add the Chinese e-commerce giant to their portfolios that the shares rocketed 38% on its debut and Alibaba closed with a valuation of $231 billion on the first day, more than the market value of Amazon and E-Bay combined. However, investors were not really investing in Alibaba ‚Äď they were investing in Jack Ma. As the founder himself observed in front of cameras at the New York Stock Exchange: ‚ÄúToday, what we‚Äôve got is not money. What we‚Äôve got is trust from the people.‚ÄĚ

Another Look at the ‚ÄúPre-Option Contract‚ÄĚ

February 2015 - Real Estate & Property. Legal Developments by Stamford Law Corporation.

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Both parties in last year‚Äôs High Court case of Chew Ai Hua, Sandra v Woo Kah Wai and another (Chesney Real Estate Pte Ltd, third party) [2013] 3 SLR 1088 (Chew Ai Hua‚Äôs case) appealed against the judgment of the court. The Court of Appeal‚Äôs decision is an important reminder of the risks associated with so-called ‚Äúpre-option contracts‚ÄĚ in real estate transactions.

An Overview of the Proposed Regulatory Framework for Equity Crowdfunding in Malaysia

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Securities Commission of Malaysia (Commission) has on 21 August 2014 published a consultation paper (Consultation Paper) to seek public feedback on the proposed regulatory framework (Proposed Regulatory Framework) for equity-based crowdfunding (ECF) in Malaysia.

Proposals for Easier Access to Debt Securities for Retail Investors in Singapore

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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On 1 September 2014, the Monetary Authority of Singapore (MAS) and the Singapore Exchange (SGX) issued consultation papers to seek comments on proposals to facilitate access to debt securities for retail investors in Singapore.

All Aboard… Have Your Passports Ready III

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The capital markets regulators of Singapore, Malaysia and Thailand[1] have, under the auspices of the ASEAN Capital Markets Forums, jointly launched the ASEAN CIS Framework (Framework). Fund managers based in Singapore, Malaysia or Thailand now have an avenue to offer collective investment schemes (CIS) constituted in their respective home jurisdictions to retail investors in other Framework jurisdictions through a streamlined authorisation process. Prior to the Framework, separate applications to the regulators of each jurisdiction in which the offering is proposed to be made would have to be submitted and considered under the respective local regimes.

 

Key Features of the amended Companies Act

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Parliament has passed the Companies (Amendment) Bill 2014 (the Bill), making over 200 changes to Singapore’s company laws. In this article, we summarise some of the key changes affecting the way companies are to be governed.

 

A Toast… to Good Faith

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The English High Court in the recent case of Bristol Groundschool Limited v Intelligent Data Capture Limited [2014] EWHC 2145 (Ch) (Bristol) recently endorsed the approach taken in Yam Seng Pte Limited v International Trade Corporation Limited [2013] EWHC 111 (QBD) (Yam Seng) in implying a duty of good faith into a contract pursuant to which the parties had collaborated on producing training manuals for commercial airline pilots.

Revised Guidebook for Audit Committees in Singapore

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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In August 2014, a revised Guidebook for Audit Committees in Singapore (Guidebook) was issued by the Monetary Authority of Singapore (MAS), the Accounting and Corporate Regulatory Authority (ACRA) and the Singapore Exchange (SGX).

Quarterly Reporting Requirement in Singapore: Are the Tides Changing?

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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In the 5th Singapore Institute of Directors‚Äô Conference held on 3 September 2014, an opinion poll was conducted among conference delegates on whether quarterly reporting requirement for Singapore listed companies should be abolished ‚Äď the vote in favour was overwhelming. There were some 650 corporate leaders, directors and professionals attending the conference, and the panellists exchanging views on whether the requirement is a boon or bane included Magnus Bocker (CEO of the Singapore Exchange), JY Pillay (Former Chairman of the Singapore Exchange) and Peter Seah (Chairman of DBS Group Holdings).

Remote Gambling Outlawed in Singapore

February 2015 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Summary of the Bill

Remote gambling is set to be regulated in Singapore, once a draft Remote Gambling Bill tabled recently in Parliament is passed. The Bill, which is the result of a study by the Ministry of Home Affairs (MHA) of regulatory approaches in other jurisdictions, as well as a public consultation with various stakeholders, aims to plug the regulatory lacuna created by Singapore’s pre-internet era gambling legislation. Its purpose is to maintain law and order and protect youths and other vulnerable persons from being harmed or exploited by remote gambling.

Easing the Pains of Compulsory Land Acquisitions ‚Äď Improvements to the Land Acquisition Act

February 2015 - Real Estate & Property. Legal Developments by Stamford Law Corporation.

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‚ÄúThe Land Acquisition Act has been, and continues to be, pivotal to Singapore‚Äôs development.‚ÄĚ

Indranee Rajah, S.C., Senior Minister of State for Law

The Land Acquisition Act (the Act) has been crucial to Singapore’s growth and has enabled the country’s public housing, industrial and other infrastructure developments. However, the Act did not follow Western models that compensate based on the potential value of the land. Instead, it provided for compensation on the basis of the acquired land’s pre-development value. For many years, this value was fixed at no higher than the market value of the acquired land as at 30 November 1973.

Compensation for Breach of an Arbitration Agreement: Damages for Damages

August 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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One of the guerrilla tactics sometimes deployed to undermine an international arbitration is a party's wrongful attempt to invoke the jurisdiction of a national court to resolve a dispute. Often this is done because the party anticipates, or can improperly secure, a favourable outcome before its ‚Äėhome' court. This may be a pre-emptive strike in anticipation of an arbitration being commenced by the other party, or it could be done to frustrate an existing arbitration. How can you effectively combat such tactics and uphold the dispute resolution process you had bargained for?

 

Modi‚Äôs First Budget ‚Äď A Reason for Foreign Investors to Rejoice

August 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Narendra Modi's National Democratic Alliance government unveiled its first budget for India on 10 July 2014. Presented by Finance Minister Arun Jaitley, the budget is primarily aimed at increasing investment, improving infrastructure and reviving manufacturing. The budget has largely adhered to market expectations by delivering investor-friendly policy initiatives. We set out some key areas below.


Making SGX Attractive to S-Chips

August 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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In November last year, the Singapore Exchange (SGX) and the China Securities Regulatory Commission (CSRC) announced the establishment of a direct listing framework (Framework) that will allow companies from China (which satisfy SGX's listing criteria) to list directly in Singapore.

Due to stringent regulatory restrictions in China, companies incorporated in mainland China traditionally had to take the 'red-chip' approach in overseas listing by incorporating a non-Chinese holding vehicle and restructuring its assets under such an overseas entity.

Under the Framework, Chinese companies which have obtained licensing approval from the CSRC are able to seek listing on the SGX directly without having to undertake such restructuring. The Framework presents a golden opportunity for the SGX to level the playing field with Hong Kong and gain a competitive advantage over New York and London, all of which compete to bring sizeable Chinese companies to their own exchanges.

 

 

Is Singapore’s Legal Framework Ready to Deal with Crowdfunding?

August 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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A small restaurant in Minneapolis offered people free beer for the rest of their lives if they invested US$1,000 in it, or 0.5% of its equity for every US$5,000 invested. Northbound Smokehouse & Brewpub managed to raise US$220,000 to secure a bank loan and 2 years later, it is still thriving - the investors did not drink them dry. Lifetime beer members rarely went to the pub to drink by themselves, but almost always ordered food and brought other people along with them. For the investors, it was about the sense of ownership - they ended up being a huge army of cheerleaders for Northbound.

Court of Appeal Finds Duty of Care Owed by Solicitor to Client’s Sons

August 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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In Anwar Patrick Adrian v Ng Chong & Hue LLC [2014] SGCA 34 the Court of Appeal (CA) addressed the issue of whether a solicitor owed a duty of care to a third party on whom his client wanted to confer a benefit. The CA had to relate the findings in the English case White v Jones [1995] 2 AC 2017 (White) to the Singapore framework of an overarching duty of care as set out in Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency [2007] 4 SLR(R) 100 (Spandeck).

 

Nat Cats: An Increasing Risk in Asia Pacific

August 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Introduction

Over the past decade, Asia has suffered some of the world's worst natural catastrophes (Nat Cats). The effects of such events are devastating. The humanitarian costs can be high in terms of losses of life, communities and livelihoods. The economic costs are significant for national governments and businesses. Whilst it lies principally in the hands of national governments, NGOs and financial institutions such as the World Bank and the Asian Development Bank (ADB) to reduce the region's vulnerability to natural hazards, businesses should learn the lessons of the past decade and ensure that they are adequately insured in the event that they sustain losses as a result of future Nat Cats. 

 

Proposed Framework for Systemically Important Banks in Singapore

August 2014 - Finance. Legal Developments by Stamford Law Corporation.

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Introduction

The Monetary Authority of Singapore (MAS) issued a consultation paper in June 2014 which sets out proposals for a framework to identify domestic systemically important banks (D-SIBs) in Singapore and to address the risks that they pose, including an outline of the methodology to be used to assess the systemic importance of banks and the policy measures that may apply to D-SIBs.

This step has been taken in response to publication by the Basel Committee on Banking Supervision (BCBS) in November 2011 of a framework for assessing global systemically important banks (G-SIBs). To complement the G-SIB framework and to address similar risks posed by D-SIBs at the national level, national authorities are expected to develop and implement their own D-SIB frameworks to identify and adopt appropriate measures to address the risks posed by systemically important banks in their domestic financial systems by 1 January 2016.


New Edition of the PSSCOC Released: Keeping the Construction Industry Going

August 2014 - Projects, Energy & Natural Resources . Legal Developments by Stamford Law Corporation.

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This month, the Singapore Building and Construction Authority (BCA) released the much awaited 7th edition of the Public Sector Standard Conditions of Contract for Construction Works (PSSCOC 2014).

First published in 1995, the PSSCOC was a commendable effort by the BCA to standardise the terms and conditions for all public sector construction projects. Prior to that, public sector construction projects were invariably tendered on the basis of standard forms drafted for the respective statutory bodies, such as the Housing and Development Board (HDB), JTC Corporation or Singapore Public Works Department (PWD) forms. Now into its 19th year, the PSSCOC is considered by those in the building and construction industry as a necessary point of reference for the industry's standard practices and risks profile for public sector construction projects.

The PSSCOC comes in a suite comprising two main contract forms (for construction works and for design and build projects), a set of standard conditions for nominated subcontract, together with their supplements including templates for form of tender, articles of agreement and performance guarantee. In this note, we have adopted capitalised terms adopted in the PSSCOC 2014.

Like its earlier editions, the PSSCOC 2014 keeps pace with developments in the industry. For this round, it introduces 5 key amendments to the Standard Conditions.


SIC Issues Practice Statement to Clarify Standards Expected of IFAs’ Opinions

August 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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During the recent wave of takeovers in 2013 and 2014, minority shareholders and market commentators raised issue with the clarity and utility of several independent financial advisers' (IFA) opinions issued in connection with takeovers. In an attempt to address these concerns, Singapore's takeovers watchdog, the Securities Industry Council (SIC), issued a Practice Statement on 25 June 2014 (the Practice Statement) concerning IFA opinions in relation to takeover offers, ‚Äėwhitewash' waivers and ‚Äėspecial deals' in takeover situations involving disposals of assets. The Practice Statement is to apply to all transactions announced on or after 9 July 2014.


Full Convergence with IFRS in 2018 for SGX-listed Companies

July 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Singapore Accounting Standards Council (ASC) announced in late May 2014 that all Singapore-incorporated companies on the Singapore Exchange (SGX) must apply a new financial reporting framework identical to the International Financial Reporting Standards (IFRS) for annual periods beginning on or after 1 January 2018. This translates into a lead time of more than 3 years to embrace the new financial reporting framework.

Unlisted Indian Companies Given Green Light to Raise Funds Abroad

July 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Privately held Indian companies now have a two year window (which begun on 11 October 2013) to raise capital by directly listing on overseas markets without first listing in India. Despite the scheme being limited to International Organization of Securities Commission or Financial Action Task Force compliant jurisdictions, or those with which the Securities & Exchange Board of India (SEBI) has signed bilateral agreements, this marks a return to the Indian position in the 1990s and early 2000s. When the regulation changed in 2005, Indian companies had to satisfy the criteria of simultaneous or prior listing in India in order to undertake fund-raising abroad.

Are Damages for Loss of Profits from Termination of One Contract Recoverable in an Action for Breach

July 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Are damages for loss of profits from termination of ONE contract recoverable in an action for breach of A second INTER-RELATED contract?

The above question was considered by the Court of Appeal recently in Burgundy Global Exploration Corp v Transocean Offshore International Ventures Ltd and anor appeal [2014] SGCA 24.

 

All Aboard… Have Your Passports Ready II

July 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Our previous article in the November 2013 edition of the Chronicle introduced the genesis of the Asia Region Funds Passport project, being a framework to allow collective investment schemes (CIS) established and regulated in a passport member economy (the home economy) to be offered to investors in other passport member economies (the host economy)[1]. The working group members2 have since released a consultation paper3 setting out proposals relating to the application process and supervision / enforcement regime for the ARFP, as well as substantive criteria relating to the eligibility of passport funds, licensing of the passport fund operator, operation of the passport fund and investor interactions.

This article does not purport to comprehensively summarise the consultation paper but to highlight features of certain key proposals.

The Forthcoming LCIA Rules: A Snapshot of Current Trends in International Arbitration

July 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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Introduction

The London Court of International Arbitration (LCIA) is shortly to promulgate a revised and modernised edition of its arbitration rules (LCIA Rules). The proposed revisions to the LCIA Rules reflect many of the developing trends in international arbitration that have shaped the updated rules of other popular institutions, such as the International Chamber of Commerce (ICC) and the Singapore International Arbitration Centre (SIAC). These include a more streamlined procedure, important presumptions as to the seat of arbitration and the law governing the arbitration agreement and an emergency arbitrator procedure. The LCIA's own contribution to the evolving landscape is the introduction of guidelines for the conduct of parties' legal representatives, breach of which will give a tribunal the power to impose sanctions. The form of the new rules is yet to be finalised and some of the provisions discussed below may be altered or not included once the LCIA drafting committee considers comments made at its recent meeting on 9 May 2014.

Cross-Border Insolvencies ‚Äď Building Blocks Towards Universalism

July 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The theory of universality in insolvency, along with globalisation, has gained much traction across many jurisdictions in recent years. Briefly, the universality theory proposes that an insolvency proceeding has worldwide effect over all the assets of the insolvent company, wherever they may be.

FAQs on the SGD-Denominated Corporate Bond Market

July 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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We have compiled below a series of responses to questions which we frequently encounter in the course of advising our clients, and we hope that these will be useful for your planning purposes.  

Challenging Times: Arbitrator Bias and Investment Treaty Arbitration

July 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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In the previous issue, we explored the English court's approach to challenges mounted by a party against an arbitrator's independence or impartiality under the UK's legislative framework for arbitration in the context of commercial arbitration. In this issue we will compare how similar challenges are resolved before arbitral tribunals in the context of investment treaty arbitration.

Red-Card ‚Äď Penalty!

July 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Penalty clauses are unenforceable under both English and Singapore law. A distinction has traditionally been drawn between liquidated damages clauses and penalty clauses: while the former provides for a genuine, pre-determined compensation for a breach of contract and is upheld, the latter goes beyond compensation, seeks to deter parties from breaching a contract by penalizing that party and is unenforceable (see the seminal case of Dunlop Pneumatic Tyre Company Limited v New Garage and Motor Company Limited[1]).

Halting Harassment

July 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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Disgruntled employees and customers can sometimes wreak havoc in businesses.

In 2001, an ex-employee was reported to have stalked his former boss.  Among the many things the ex-employee did was to send his former boss - on the death anniversary of the former boss's baby boy - a baby greeting card and a baby rattle.  The High Court ordered an injunction, relying on the common law tort of harassment.

MAS and SGX Joint Consultation on Proposals to Strengthen the Singapore Securities Market

July 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Introduction

The Monetary Authority of Singapore (MAS) and the Singapore Exchange (SGX) have released a joint consultation paper on 7 February 2014 which sets out proposals to strengthen the securities market in Singapore.

These proposals follow an extensive review conducted by MAS and SGX, and are open for public consultation until 2 May 2014. As part of the review, MAS and SGX have identified 3 key areas for possible enhancements, namely:

¬∑         measures to promote orderly trading and responsible investing; 

¬∑         enhancements to improve transparency of market intervention measures; and

¬∑         framework to strengthen the process for admitting new listings and enforcing against listing rule breaches.

Doing Your Best: the Content of ‚ÄėAll Reasonable Endeavours‚Äô Clauses

July 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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In KS Energy Services Ltd v BR Energy (M) Sdn Bhd [2014] SGCA 16, the Singapore Court of Appeal has laid down important guidelines concerning the construction of ‚Äėendeavours' clauses that are frequently encountered in commercial contracts.

BR Energy (M) Sdn Bhd (BRE) was awarded a tender by Petronas Carigali Sdn Bhd for the provision of a rig known as a workover pulling unit or WPU (the Project). BRE in turn contracted with other companies for the construction of the rig. Those other companies subsequently decided not to proceed with the venture and KS Energy Services Ltd (KSE) agreed to take their place. Six months before the Project deadline, KSE nominated Oderco as the rig builder for the Project on the basis that Oderco agreed to deliver the rig within five months, whereas other rig builders who had been approached had estimated an eight- to ten-month delivery time-frame.

SGX Introduces Circuit Breakers and New Error Trade Policy in February 2014

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Following on from our July 2013 issue, the Singapore Exchange (SGX) has recently announced that it will be introducing circuit breakers in the securities market from 24 February 2014 as an additional market safeguard.

Singapore to Restrict Remote Gambling

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Ministry of Home Affairs of Singapore (MHA) recently issued a public consultation paper seeking feedback on its proposals to restrict remote gambling in Singapore. Whilst the provision of gambling is prohibited in Singapore under the Common Gaming Houses Act and the Betting Act (unless specifically permitted by way of a licence or exemption), these laws do not expressly apply to remote gambling as they were enacted before the internet era.

Challenging Times: Attacks on an Arbitrator’s Impartiality

February 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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The prospect of litigating in the local courts of one's counterparty can induce fear. Those courts may be perceived as inefficient or costly; their substantive and procedural laws may be unfamiliar or unpredictable in application; or their judiciary might not be (at least from one party's point of view) competent. Worst of all is the possibility of home-court bias against the foreign party: "there is little use in going to law with the devil while the court is held in hell".[1]

SGX Enhancing Regulatory Tools in March 2014

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Singapore Exchange (SGX) announced on 7 February 2014 that it is enhancing its regulatory tools in line with international standards, by refining its query process and introducing new requirements. The following is a summary of these enhancements which will take effect from 3 March 2014.

The Price of Winning: the Evolving Debate Surrounding Cost Recovery in Commercial Disputes

February 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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Singapore, like many common law jurisdictions, permits a person to recover costs incurred in pursuing or defending a cause of action. At the risk of over-simplification, the winner is entitled to recover its costs from the loser. However, the amount of costs that the court orders the losing party to pay in a commercial case is subject to review by the court. In international arbitration, tribunals may also award costs to the winning party but, in contrast to litigation, the amount awarded is not subject to a court's review.

The Monetary Authority of Singapore’s Supervisory Oversight over Banks: Proposed Changes to the Ac

February 2014 - Finance. Legal Developments by Stamford Law Corporation.

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On 28 November 2013, the Monetary Authority of Singapore (MAS) released its Consultation Paper on the Review of the Banking Act (Consultation Paper). These proposed amendments aim to strengthen MAS' supervisory oversight over banks and codify MAS' expectations as to the risk management policies that banks should have in place. A public consultation is open until 15 January 2014.

The Do Not Call Registry - A Missed Call?

February 2014 - TMT ( Technology, Media & Telecoms). Legal Developments by Stamford Law Corporation.

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On 2 January 2014, the Personal Data Protection Act 2012 (PDPA) came into force. It is concerned with, among other things, messages advertising or promoting goods or services, or a business or investment opportunity. Those messages are called "specified messages". Any business that intends to send such messages to a Singapore telephone number must check if that number is listed in the Do Not Call Registry (DNC Registry). If it is, such messages cannot be sent, unless the subscriber in question has given clear and unambiguous consent to receive them. Failure to comply with the PDPA is a criminal offence, punishable by a fine of up to S$10,000.

Party Autonomy - Whither the Pendulum II

February 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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In our last issue, we examined the principle of party autonomy as a cornerstone of arbitration, with courts upholding the policy of minimal curial intervention in the exercise of its supervisory jurisdiction over arbitrations. However, whether parties should retain the right to select the tribunal to determine their dispute has given rise to considerable recent debate. Some institutions and commentators have advocated greater control over parties' choice of their arbitrator, which has received mixed reactions from the broader arbitration community.

 

Proposed Amendments to the Companies Act‚ÄďPublic Consultation on 2nd Pt of Companies (Amendment) Bi

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Ministry of Finance (MOF) and the Accounting and Corporate Regulatory Authority (ACRA) are seeking public feedback on the second part of the draft Companies (Amendment) Bill covering legislative amendments in respect of foreign companies and other aspects of the Companies Act of Singapore. Public feedback is also being sought in respect of three new areas.

Direct Listing Framework ‚Äď SGX as the Asian Gateway for Chinese Companies

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Singapore Exchange (SGX) and the China Securities Regulatory Commission (CSRC) announced on 25 November 2013 that they will be establishing a direct listing framework which will allow for Chinese companies to list in Singapore.

What does this mean?

Under the new direct listing framework, Chinese companies incorporated in China which have obtained the approval of the CSRC will be able to seek a listing on the SGX.

Right to Access a Neighbour’s Property to Carry Out Repairs

February 2014 - Real Estate & Property. Legal Developments by Stamford Law Corporation.

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In a recent case, the High Court refused a property owner the right to access his neighbour's property to carry out certain acts in order to stop water leaks in his property. The acts included an inspection of the party wall, tests to determine the cause of water leaks and repairs to the party wall (see the case of Andrew John Hanam v Lam Vui and another [2013] SGHC 159).

MAS Consultation on Proposals to Facilitate Better Understanding of Prospectuses

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Monetary Authority of Singapore (MAS) has released a consultation paper on proposed enhancements to the current rules relating to prospectus disclosures for offers of securities. The closing date for providing feedback to the consultation paper is 14 November 2013.

 

Share Buybacks under the Companies Act

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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Introduction

Generally, a company may not return any assets to its members while it is a going concern except in the form of dividends paid out of available profits. As members of a company limited by shares enjoy limited liability, the law ensures that a company is not allowed to return assets to its members to the prejudice of its creditors as such assets are to be used to pay creditors in the event of a winding up. Hence, a company may not acquire its own shares and this prohibition is expressly provided for in the Companies Act.

 

Party Autonomy ‚Äď Whither the Pendulum?

February 2014 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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The prevailing wisdom in many arbitration-friendly jurisdictions, including Singapore, is that courts should intervene in the arbitral process only in limited circumstances. This policy of limited ‚Äėminimal curial intervention', as it is often referred to, has been re-affirmed in two recent decisions in Singapore.[1]

All Aboard… Have Your Passports Ready!

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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At the recent September Asia Pacific Economic Cooperation (APEC) summit in Bali, Indonesia, Finance Ministers of Australia, Korea, New Zealand and Singapore inked a Statement of Intent to push forward with establishing the Asia Region Funds Passport (Passport). In this article, we explore the key features of the proposed Passport as described in the Framework Document contained in the Statement of Intent.

SGX Proposal to Reduce the Standard Board Lot Size

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Singapore Exchange Limited (SGX) has proposed to reduce the standard board lot size of securities listed on the SGX from 1,000 units to 100 units, with a view to reducing it to 1 unit in the longer term. The SGX has indicated that the reduction of the board lot size to 100 units as a first step will allow it to assess the market impact before unitizing the standard board lot.

Consultation Paper on Draft Regulations to the Securities and Futures Act and Financial Advisers Act

February 2014 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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On 17 September 2013, the Monetary Authority of Singapore (MAS) issued a Consultation Paper on Draft Regulations pursuant to the Securities and Futures Act (Cap. 289) (SFA) and the Financial Advisers Act (Cap. 110) (FAA). The MAS is proposing amendments to existing regulations under the SFA and FAA to give effect to certain policy proposals relating to the requirements for:

 

(a)                a Product Highlights Sheet for certain offer of securities under Part XIII of the SFA;

 

(b)               issuers of unlisted debentures to provide timely and ongoing disclosures; and

 

(c)                advertisements of certain offers of securities to give a fair and balanced view of the product and to comply with certain restrictions.

 

 

Introduction of New Mainboard Listing Rules for Mineral, Oil and Gas Companies

February 2014 - Projects, Energy & Natural Resources . Legal Developments by Stamford Law Corporation.

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On 5 September 2013, the Singapore Exchange Securities Trading Limited (SGX-ST) announced new Mainboard admission rules and continuing listing obligations for mineral, oil and gas (MOG) companies. These rules aim to safeguard investors' interests, given the technical and specialised nature of the MOG industry, and came into effect on 27 September 2013.

Private Roads and Parking Hazards

February 2014 - Real Estate & Property. Legal Developments by Stamford Law Corporation.

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It is not widely known that there are private roads in Singapore. When they are within a condominium development, it is very obvious. It is less clear when the private roads are in a landed housing estate. As part of the usual investigation in real estate transactions, lawyers would send legal requisitions to the Land Transport Authority to find out if the road access to a property is a public road. If it is a private road, that property will be landlocked unless there is an easement giving the property owner a right of access.

Proposed Key Changes to the Employment Act: Phase 2 Review

October 2013 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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On 14 March 2013, the Ministry of Manpower (MOM) announced the proposed changes to the Employment Act (EA) following the conclusion of its first phase of review of the EA (Phase 1 Review). The Phase 1 Review encompassed the extension of the EA, improvement of employment standards and benefits for employees, and reduction of rigidity and augmentation of flexibility for employers. (For further information on the Phase 1 Review, please refer to our December 2012 issue available here). 

The Matrix Revisited - Sembcorp Marine Ltd v PPL Holdings Pte Ltd in the Court of Appeal

October 2013 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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In our July 2012 issue, we explored the impact of the case of Sembcorp Marine Ltd v PPL Holdings Pte Ltd [2012] 3 SLR 801 on the implication of contractual terms into an agreement. There, the High Court had affirmed the traditional tests to determine whether terms should be implied into a contract - the ‚Äėofficious bystander' and the ‚Äėbusiness efficacy' test. The High Court also adopted the test advanced by the Judicial Committee of the Privy Council in Attorney General of Belize v Belize Telecom & another [2009] 1 WLR 1998 (Belize), which requires the court to consider whether implying such a term into a contract "would spell out in express words what the instrument, read against the relevant background, would reasonably be understood to mean".

New SGX Rules on Poll Voting and General Meetings in Singapore

October 2013 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Singapore Exchange (SGX) has announced new listing rules aimed at promoting greater transparency in general meetings and supporting listed companies and trusts in enhancing their levels of shareholder engagement.

These new listing rules apply to both SGX Mainboard and Catalist companies and trusts, and relate to: (i) holding of general meetings in Singapore; (ii) voting by poll for all resolutions; and (iii) disclosures of relevant details on voting results promptly after general meetings.  We set out below a summary of these new listing rules.

Project Partnering in Singapore?

October 2013 - Projects, Energy & Natural Resources . Legal Developments by Stamford Law Corporation.

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Recently, the Singapore government announced a slew of construction and infrastructure projects planned as part of its long term infrastructure programme. Notably in the pipeline are the development of Changi Airport Terminals 4 and 5 and the much talked about "Project Jewel" at Terminal 1, the relocation of the existing southern port to Tuas and the development of the "Southern Waterfront City" along Tanjong Pagar. These are on top of the perennial projects involving the creation and reinvention of residential space in the island state.

 

 

 

 

Contracts to Grant an Option to Purchase Property

October 2013 - Real Estate & Property. Legal Developments by Stamford Law Corporation.

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Most sellers and buyers of property are familiar with the requirement for the parties to sign some document before an agreement for the sale may be concluded. This is sometimes in the form of a sale and purchase agreement signed by both parties together with payment of a deposit by the buyer. In other cases, it is sometimes done through an option to purchase signed by the seller and given to the buyer in exchange for a cheque as consideration for the option. The agreement for the sale is subsequently concluded when the buyer exercises the option by signing its acceptance form and paying the balance of the deposit within the stipulated time.

Myanmar - Practical Difficulties When Registering a Joint Venture Company

October 2013 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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In the May 2013 edition of our Chronicle, we highlighted some of the features of Myanmar's new Foreign Investment Law and its implementing regulations (the new FIL). Under the new FIL, a foreign investor may carry out business activities in Myanmar through either a wholly foreign-owned company (except in certain restricted areas), a joint venture enterprise with a Myanmar citizen, or pursuant to a contract. Although not all activities require local participation, in practice many new foreign investors choose to include local partners in their business ventures as such partners bring crucial market knowledge on how to navigate Myanmar's economic and bureaucratic environment.

The use of a Myanmar-incorporated company as the joint venture vehicle (the Myanmar JVC) may seem an obvious choice for some; however, there are practical difficulties that relate to the registration of a Myanmar JVC's articles of association with the relevant local authorities when setting up such a Myanmar JVC.

Champerty: For the Promotion or the Subversion of Justice?

August 2013 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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In Law Society of Singapore v Kurubalan s/o Manickam Rengaraju [2013] SGHC 135 (Kurubalan), the Judges of the Singapore Supreme Court have demonstrated their sensitivity to the need for access to justice by creating an exception to the age-old rule against champerty. The prohibition against champerty states that it is unlawful to support litigation in exchange for a share of the proceeds of the action. The Court in Kurubalan stressed that while the prohibition against champerty remains good law in Singapore, "it would be permissible and even honourable for an Advocate and Solicitor to act for an impecunious client in the knowledge that he would likely only be able to recover his appropriate fees or disbursements if the client were successful in the claim and could pay him out of those proceeds or if there was a costs order obtained against the other side" (emphasis in original in italics). This clarification is to be lauded.

 

GSK: What You Need to Know about Bribery Laws in the PRC and Singapore

August 2013 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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British pharmaceutical giant GlaxoSmithKline (GSK) is currently the subject of a major investigation by Chinese authorities for allegedly paying RMB3 billion (nearly US$500 million) in bribes to doctors and government officials to boost sales and raise the price of its drugs. It has been reported that 4 detained GSK executives have since confessed to violating Chinese anti-bribery and tax laws. If substantiated, GSK would join other multinational companies such as Carrefour, Siemens, Morgan Stanley and IBM which have in the past been implicated for corruption and bribery in the PRC.

In light of the GSK scandal, this article aims to provide an overview of the anti-bribery legislation in the PRC as well as Singapore.

Errant Bankers= Criminals?

July 2013 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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As noted in our earlier article, "Proposed Amendments to Financial Benchmarks', the Monetary Authority of Singapore (MAS) released its consultation paper for the Proposed Regulatory Framework for Financial Benchmarks on 14 June 2013. In the specific context of interest rate manipulation, the MAS proposed that manipulation of any financial benchmark administered in Singapore should be sanctioned with criminal liability in certain circumstances. Is this part of a wider global trend?

 

Proposed Amendments to Financial Benchmark

July 2013 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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INTRODUCTION

While financial benchmarks have been widely used and referenced for an extensive range of financial instruments and transactions, the setting of such benchmarks and their administration has previously been left primarily to self-regulation by the industry. The recent scandals on and investigations into attempted manipulation of inter-bank offered rates have turned regulatory focus globally on the area.

In Singapore, culminating from a year-long review into the Singapore benchmark interest rates setting scandal and consistent with international developments led by regulators worldwide, the Monetary Authority of Singapore has on 14 June 2013 introduced the consultation paper for the Proposed Regulatory Framework for Financial Benchmarks (P007 - 2013) (the Proposed Framework).

 

 

 

A Love Story- The Merlion and the Taj

July 2013 - Finance. Legal Developments by Stamford Law Corporation.

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The strong economic and trade links between Singapore and India are here to stay.

At the inaugural India Infrastructure Forum co-hosted by the Confederation of Indian Industry and the Singapore Exchange, Magnus Bocker (CEO of the SGX) was reported to have commented that he expected the trend in capital raising by Indian companies on the SGX to continue, noting that Indian issuers are currently the 3rd largest issuer of bonds on the SGX with over US$60 billion in circulation and that Religare Health Trust, which raised S$500 million in its October 2012 IPO, was SGX's 5th India-related securities listing.

Qualifying Certificates- At what cost?

July 2013 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The recent de-listing of SC Global Limited from the SGX-ST and subsequent waiver of its wholly-owned subsidiaries' obligations to pay extension charges under the Qualifying Certificates (QCs, as they are commonly called in the industry) issued to them to acquire, develop and sell residential condominium units have drawn attention to the challenges facing property developers in Singapore.

Proposed Dynamic Circuit Breakers on the SGX-ST Market

July 2013 - Finance. Legal Developments by Stamford Law Corporation.

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INTRODUCTION

The Singapore Exchange (SGX) recently issued a consultation paper in June to seek public comment on its proposal to introduce dynamic circuit breakers on the Singapore Exchange Securities Trading Limited (SGX-ST) market. Correponding amendments to the relevant SCX-ST Rules are also proposed, and are subject to regulatory concurrence by the MAS.

Circuit breakers seek to address sharp movements in the price of a traded instrument within a short perios and give the market time to take stock of the situation. In this matter, circuit breakers serve as a safeguard against disorderly trading.

 

Revisions to the SGX Mainboard Listing Fees

June 2013 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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The Singapore Exchange (SGX) announced on 26 April 2013 that it is revising its listing fees for SGX Mainboard companies.

Killing 2 Birds With 1 Stone: The Conceptual Double Derivative Action Comes to Life

June 2013 - Litigation & Dispute Resolution. Legal Developments by Stamford Law Corporation.

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The separate legal entity doctrine means that a company can sue in its own name for a wrong done to it. Where a solvent company is unable to bring an action, its members can apply to do so. This was set out by the courts in several long standing decisions that set out the circumstances under which this would be allowed. This is known as the common law derivative action. In Singapore, the Companies Act was amended to provide for what has become known as a statutory derivative action where a private company incorporated in Singapore is involved. However, modern businesses are organised in groups of companies so that investors are shareholders in a holding company and businesses are run in wholly-owned subsidiaries. A deceptively simple question then arises - can a member of a holding company apply to court to take out a derivative law suit in the name a subsidiary where the member has no direct shareholding (termed a "double derivative action")? 

 

 

Indonesia Releases New Investment Laws on Public Companies

June 2013 - Corporate & Commercial. Legal Developments by Stamford Law Corporation.

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On 8 April 2013, the Indonesian Investment Coordination Board (BKPM) issued the new BKPM Regulation No. 5 of 2013 on the Guidelines and Procedures for Licensing and Non-Licensing in relation to Capital Investments (Regulation 5/2013), which generally deals with foreign and domestic investments in public companies and their subsidiaries in Indonesia. Regulation 5/2013 was promulgated in the State Gazette on 12 April 2013 and took effect on 27 May 2013.

 

MYANMAR’S FOREIGN INVESTMENT LAW 2012: A SHORT COMMENTARY

May 2013 - Finance. Legal Developments by Stamford Law Corporation.

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On 2 November 2012, President Thein Sein signed into law Myanmar’s new Foreign Investment Law (the new FIL), replacing the previous Union of Myanmar Foreign Investment Law of 1988. Pursuant to the new FIL, the Foreign Investment Rules and the Classification of Types of Economic Activities Notification (collectively, the Rules) were published on 31 January 2013. The Rules provide further guidance on the new FIL by expanding upon the rights and duties of foreign investors under the new FIL, as well as clarifying the types of activities for which foreign investment is prohibited or restricted.

Corporate Finance Updates - May 2011

May 2011 - Finance. Legal Developments by Stamford Law Corporation.

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SGX PROVIDES FURTHER GUIDANCE ON PROPOSALS FOR RESTRUCTURING AND SPIN-OFFS

The SGX has provided further guidance to listed companies in relation to proposals for the restructuring of their assets or the spin-off of their existing businesses for a separate listing.

The SGX has reminded board of directors that they should determine such proposals with the interests of shareholders in mind. In addition, they have to demonstrate to the SGX that such proposals will result in tangible economic benefits to shareholders that are substantial, quantifiable and clearly achievable, and that the maintaining of a company’s current listing structure will be detrimental to shareholders. The SGX has indicated that it will consider these factors when applying the requirements for restructuring and spin-off proposals by listed companies.