Dual-Class Share Structures in Singapore: Listing Framework and Founder And Investor Considerations
Since 26 June 2018, companies with a dual-class share (DCS) structure (DCS Co/s) have been able to apply to become listed on the mainboard of the Singapore Exchange (SGX). This form of public fundraising was previously only available to companies with a single class share (SCS) structure (SCS Co/s).
Covid-19 And The Validity Of Electronic Signatures: A Comparative Analysis Of Laws In Indonesia And Singapore
11 March 2020, the World Health Organization officially announced that COVID-19 had become a global pandemic. In response to this, most countries have implemented lock-down measures and temporary bans on domestic and international air travels to prevent the further spread of the virus. These measures have severely disrupted local and international business transactions. However, the silver lining is the use of technology for transactions has substantially increased, especially the use of electronic signatures (“e- signatures”). Although this is a secure solution, businesses and individuals still have doubts regarding the implementation of e-signatures. We discuss below possible answers to frequent questions asked about the use of e-signatures in both a civil law jurisdiction, being Indonesia and a common law jurisdiction, being Singapore.
Responsible Management of Excess Manpower: Retrenchment Considerations
The Covid-19 pandemic has significantly affected business globally and its effects are likely to persist through this year and the next. To survive amidst this challenging period, many businesses have resorted to various measures to reduce operating costs, including negotiations for rental reductions, re-evaluating their manpower needs, or increasing the adoption of technology and outsourcing solutions.
The COVID-19 pandemic, described by the Government of Singapore as a generational crisis of unprecedented scale, has already had a crippling effect on the global economy. Singapore, which is reliant on an open and trade-dependent economy is already witnessing adverse effects of the crisis. Travel restrictions, supply chain disruptions, manpower shortages and increased commodity prices has left no industry unscathed.
COVID-19 (Temporary Measures) ACT 2020: An Update
The Novel Coronavirus or COVID-19 has caught the entire world off-guard and unprepared, whether as individuals and families or companies, organisations or nations. On 11 March 2020, the World Health Organization rang its loudest alarm bells by labeling the outbreak a “pandemic”. The unprecedented ‘anti-virus’ measures, such as suspension of travel privileges, mandatory quarantine and stay-at-home measures, cancellation of events and social gatherings, have all affected us, dismayed us, or worse still, impacted us financially.
Business in the time of Corona: Exploring exit options in contracts
On 10 March 2017, amendments to the Companies Act (Chapter 50) (“Companies Act”) of Singapore were passed to allow a foreign company to transfer its registration from its place of incorporation to Singapore without setting up a subsidiary in Singapore. The re-domiciliation regime came into force on 11 October 2017 with the introduction of Part XA of the Companies Act, the promulgation of the Companies Regulations 2017 and the implementation of a new application procedure instituted by the Accounting and Corporate Regulatory Authority (“ACRA”).
Inward re-domiciliation regime of Singapore
Ride-hailing applications (“apps”) like Uber, Lyft, Ola and Grab are symbolic of the new digital economy and the peer-to-peer sharing business model. However, many of the legal and economic concerns pertaining to these businesses are the same as those that apply to other large corporations in a variety of other industries.
Grab ‘grabs’ Uber in Southeast Asia: An analysis of the competition concerns
Against the backdrop of a rapidly evolving financial technology (FinTech) landscape, the Monetary Authority of Singapore (“MAS”) took the position to encourage FinTech experimentation so that promising innovations can be tested in the market and have a chance for wider adoption in Singapore and abroad. For that purpose, in 2016, MAS provided FinTech players with its “Regulatory Sandbox” (the “Sandbox”), that enables them to experiment innovative financial products or services within a well-defined space and duration, and with appropriate safeguards to contain the consequences of a potential failure and maintain the overall safety and soundness of the financial system.
Shifting sands: FinTech innovation and the Regulatory Sandbox
As international commercial arbitration continues to gain traction as the dispute resolution mechanism of choice in Asia, institutions administering such arbitrations compete with each other to provide the most efficient and cost effective path to resolving complex commercial disputes.
An analysis of the HKIAC rules 2018: Catching up with the SIAC
The [Indian] Arbitration and Conciliation Act, 1996 (the “Act”) was last amended on 23 October 2015 by the Arbitration and Conciliation Amendment Act, 2015 (the “2015 Amendment Act”) with the purpose of making the arbitration “user friendly, cost effective and [to] ensure speedy disposal and neutrality of arbitrators”. However, certain issues relating to the practical enforcement of the 2015 Amendment Act remained and consequently, the Department of Legal Affairs, Ministry of Law and Justice appointed a high-level committee headed by Justice B.N. Srikrishna to suggest some reforms to the amended Act.
An analysis of the [Indian] arbitration and conciliation (amendment) bill, 2018
Betting on conflict: Maintenance & Champerty in Singapore
“A mischief … that a man would buy a weak claim in hopes that power might convert it into a strong one, and that a sword of a baron, stalking into court with a rabble of retainers at his heels, might strike terror into the eyes of a judge upon the bench” - this was the fear that underpinned the prohibition of maintenance and champerty, in the words of the eminent English jurist and legal philosopher Jeremy Bentham.
The Simplified VC Manager Regime
On 20 October 2017, the Monetary Authority of Singapore (“MAS”) announced that managers of venture capital funds (“VC Managers”) can qualify for a separate and simplified regulatory regime (the “VC Manager Regime”) which will come into immediate effect, following feedback received from public consultation on the proposal from 15 February 2017 to 15 March 2017. The Securities and Futures (Licensing and Conduct of Business Regulations), Financial Advisor Regulations and MAS Guidelines on Licensing, Registration and Conduct of Business for Fund Management Companies have been updated accordingly. Collyer Law LLC was one of the respondents to the public consultation.
Making An (Initial Coin) Offer You Can't Refuse: An Overview Of Recent Regulatory Responses
In the short space of less than two months, the regulatory status for digital tokens (or “crypto-coins”, as they are sometimes affectionately called), has attracted much attention, particularly from regulators themselves. The U.S. Securities and Exchange Commission (“SEC”) was first off the blocks with its press release on 25 July, issuing an investigative report cautioning market participants that offer and sales of digital assets by "virtual" organizations would be subject to the requirements of federal securities laws.
Deemed Waiver of Pre-emptive Rights: Getting it Right
A “pre-emption right” in company law terms, is a contractual right given to existing company members to purchase shares before they can be offered to a non-member. Providing members with pre-emption rights is a common way for private companies to restrict their right to transfer shares, which is mandatory under the Companies Act (Cap 50) of Singapore. It is also used as a tool to prevent share dilution of existing shareholders, when a company issues new shares.
Companies Amendment Act: The Challenge of New Registers
Since the new Part XIA of the Companies Act (Cap 50, 2006 Rev. Ed) (the “Companies Act”) took effect on 31 March 2017, companies and their service providers have been in a race against time to comply with the deadlines to set up the various registers of controllers for companies, foreign companies and limited liability partnerships (“LLP”), and the register of nominee directors of companies. This article examines the practical issues faced in complying with the provisions of Part XIA.
Fintech and Invoice Financing: Mitigating the Risk of Fraud
Interest in invoice financing has grown tremendously over the last few years, particularly in the online peer to peer lending space in Singapore. Many fintech platforms are keen to service the small and medium enterprises seeking quick access to financing, filling the gaps left by traditional banks, lenders or factoring houses (“Traditional Lenders”) that are unwilling to provide credit to businesses for a variety of reasons.
The 2016 SIAC Rules - Simplifying & Streamlining the Arbitral Process
The sixth edition of the Singapore International Arbitration Centre Rules (the “2016 Rules”) came into force on 1 August 2016.
The rules are noteworthy as they amend the procedures under the old rules by promoting quicker resolution of disputes.
A year in review: MAS’ Initiatives in regulating & fostering FinTech
Singapore is well on its way to becoming the world’s first Smart Nation. It’s adopted a top-down approach in reaching this goal, with the government itself exhorting the use of technology to enhance Singapore’s residents’ quality of life and increase opportunities for businesses and enterprises to take part in the upsurge in innovation.
Creating an IP holding company in Singapore
As the global economy becomes more reliant on innovation to create growth, it has become impossible to ignore the value of strategic intellectual property creation, registration and exploitation. Singapore has long been recognised as a jurisdiction of choice for a setting up a holding company for outbound investment, notably for investment in Asian emerging markets.
Amendments to the Companies Act Facilitate Ease of Doing Business in Singapore
Singapore’s Companies Act (Chapter 50, Revised Edition 2006) (the “Act”) regulates the activities of Singapore-incorporated companies. Significant amendments—the largest made since the Act’s 1967 enactment—were passed and approved in 2014 under the Companies (Amendment) Act 2014 (the “Amendment Act”).
A Guide to Employment Law Considerations in Singapore
Hiring employees is an important part of growing and developing a business. But before any hiring takes place, an employer should be aware of the myriad legal issues that arise in the hiring process. For example, there are distinct procedures that must be followed when hiring a foreigner as opposed to a Singapore citizen or permanent resident.