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One Step Closer to a Mandated Reference Checks Regime: the MAS finalises its proposals for the regime

The Monetary Authority of Singapore (MAS) has recently finalised its proposals on mandating reference checks. The finalised proposals are substantially in line with those initially proposed in its Consultation Paper on...more

Allotment of excess rights in a rights issue

Issuers must consult with the SGX if they need flexibility to comply with Rule 877(10) of the Mainboard Rules and Rule 814(3) of the Catalist Rules. In a recent Regulator’s Column, the SGX RegCo reminded issuers that, in...more

Interpreting the UNCITRAL Model Law on Cross-Border Insolvency: Singapore courts adopt a uniform, consistent and expansive...

Creditors involved in cross-border restructuring or insolvency proceedings of corporate groups will find that the approach of the Singapore courts to questions of cross-border insolvency provides the assurance of an orderly...more

Bank’s inability to establish identity of vessel owner results in inability to rely on sanctions clause

The Court of Appeal found a confirming bank to be in breach of contract by declining to make payment under a confirmation to a letter of credit on the basis that a sanctions prohibition applied....more

Changes to Singapore selling restrictions for the wholesale debt market

The MAS issued a Notice on Business Conduct Requirements for Corporate Finance Advisers on 21 June 2023 that, among other things, imposes a requirement on relevant persons advising on corporate finance to apply enhanced due...more

MAS finalises its policy position on the regulation of stablecoin-related activities

The MAS has finalised its regulatory approach for stablecoin-related activities. The finalised approach is substantially similar to what was originally set out in its consultation paper on the same issued on 26 October 2022....more

ACRA and SGX RegCo Consult on Climate-Related Disclosure

ACRA and SGX RegCo are consulting on recommendations for climate-related disclosure reporting for Singapore companies. The recommendations cover both listed and large non-listed companies. The requirement will be rolled out...more

SGCA: Obligation to pay entire interest charged on a loan upon default was an unenforceable penalty

In Ethoz Capital Ltd v Im8ex Pe Ltd (2023), the Singapore Court of Appeal held that a "make whole" payment of interest clause was an unenforceable penalty as, among other things, the requirement to immediately pay on default...more

The Variable Capital Company (VCC): a new corporate structure for funds in Singapore (UPDATED)

The Variable Capital Company (VCC) is a new corporate entity structure under which several collective investment schemes (whether open-end or closed-end) may be gathered under the umbrella of a single corporate entity and yet...more

Singapore Court affirms that contract of sale and buyback intended for financing purposes was not a sham transaction

The Singapore High Court considered a round trip sale-and-buyback transaction paid using a letter of credit facility in UniCredit Bank AG v Glencore Singapore Pte Ltd [2022] SGHC 263....more

First Singapore case considering a director’s right to apply for leave to wind up a company

Adip Mittal v Offshore Holding Company Pte Ltd [2022] SGHC 239 is the first Singapore case dealing with when a director can apply for the winding up of a company....more

Directors' duties in the context of dividend declarations and repayment of shareholder loans

OP3 International Pte Ltd v Foo Kian Beng [2022] SGHC 225 is a good illustration of the approach taken by the court in considering directors’ duties when a company is in a financially parlous situation and whether a director...more

High Court further clarifies when foreign companies may use Singapore’s restructuring regime

In Re Zipmex Co Ltd (2022), the Singapore High Court held that Thai, Indonesian and Australian subsidiaries of the Zipmex Group had their Centre of Main Interest in Singapore. It noted that it would have been evident to...more

High Court suggests that it should lean in favour of not granting approval for the transfer of shares where the shares are of an...

Under the Insolvency, Restructuring and Dissolution Act 2018, a transfer of shares in a company made after the commencement of winding up of that company by the Court is void unless otherwise ordered by the Court. While this...more

Ensuring Enforceable “Make Whole” Interest Obligations

MKY Capital Pte Ltd v MDR Ltd and Ethoz Capital Ltd v Im8ex Pte Ltd are two cases this year that considered a claim for payment of the full “make whole” interest amount. In both, the court refused to allow the claim. “Make...more

US Restructuring Proceedings Over REIT Not Recognised

Re Alan Tantleff dealt with an application for recognition of US Chapter 11 restructuring proceedings in Singapore. The Singapore High Court held, among other things, that a REIT could not rely on the UNCITRAL Model Law on...more

Where an Employee Makes Secret Profits: Extending the Net of Persons Liable

In Sumifru Singapore Pte Ltd v Felix Santos Ishizuka (2022), the Singapore High Court found that where an employee is placed in a position of trust they will owe fiduciary duties to their employer (similar to the duties owed...more

Court will assess feasibility of proposed scheme before allowing scheme application to go ahead

In Re Kobian Pte Ltd the Singapore High Court, for the first time, exercised its discretion to decide that a scheme of arrangement proposal put forward by a company was not feasible and ultimately did not grant the scheme...more

Rolling bad apples - mandatory reference checks spread to Singapore

The Monetary Authority of Singapore (MAS) has proposed mandatory reference checks be carried out by all financial institutions and regulated entities....more

Singapore’s Proposal to Mandate Reference Checks and Misconduct Reporting

The Monetary Authority of Singapore (MAS) has issued a Consultation Paper on Proposals to Mandate Reference Checks. - All financial institutions and entities regulated by the MAS are proposed to be required to carry out...more

Singapore Consults on a Taxonomy for the Financing of Environmentally Sustainable Activities

Singapore has issued a consultation paper on a proposed green taxonomy that will, to a large extent, be aligned with the EU’s Regulation EU 2020/852 on the establishment of a framework to facilitate sustainable investment (EU...more

A comparative overview of the Hong Kong and Singapore regulatory frameworks for the supervision of insurance groups

The Hong Kong government recently announced that the insurance group-wide supervision framework (GWS framework) will commence on 29 March 2021. The GWS framework will be implemented via the Insurance (Amendment) (No. 2)...more

Singapore: Banks, asset managers and insurers to implement Monetary Authority of Singapore's (MAS) ESG Guidelines

Banks, asset managers and insurers have 18 months to introduce and implement environmental risk management practices in accordance with new Guidelines on Environmental Risk Management. The Guidelines were issued by the...more

Amendments to the Singapore International Arbitration Act come into force

On 1 December 2020, the International Arbitration (Amendment) Act 2020 (the Amendment Act) came into force, introducing two of the proposed amendments to the Singapore International Arbitration Act (SIAA) that had been...more

Companies to carry out semi-annual reporting unless special circumstances exist

With effect from 7 February 2020, companies listed on the Mainboard or Catalist of the Singapore Exchange (SGX) need only carry out semi-annual financial reporting unless specific circumstances apply that warrant quarterly...more

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