Legal Bulletin A summary of developments in the law At a glance
Banking Singapore High Court considers scope of conclusive 6 evidence clause in banking documentation Corporate MOF and ACRA invite comments on wide-ranging changes to 11 Companies Act and revised regulatory framework for foreign entities SGX issues guide on sustainability reporting for listed 13 companies Dispute Resolution Singapore Court of Appeal elaborates on relationship 16 between insolvency and arbitration in upholding High Court decision Intellectual Property & Technology Singapore High Court dismisses application by a nightclub 19 operating at Marina Bay Sands to strike out trade mark action by Bali restaurant and bar Ku De Ta Media & Telecommunications Mandatory cross-carriage obligations to take effect on 23 1 August 2011 Tax IRAS issues e-Tax Guide on “Income Tax & Stamp Duty: 25 Mergers and Acquisitions Scheme” News
Allen & Gledhill New Partners 2011 33
Allen & Gledhill wins Who’s Who Legal Country Award 2011 34 for Singapore
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Vol 23 No 7 July 2011 ALLEN & GLEDHILL LLP In this issue Articles
Banking
MAS revises MAS Notice 632 and responds to feedback on 4 Consultation Paper on Rules on Residential Property Loans: Mortgage equity withdrawal loans and aggregation of loans from moneylenders
Singapore High Court considers scope of conclusive evidence 6 clause in banking documentation
Competition
CCS issues clearance decision relating to joint venture 10 agreement between three airline companies on air transportation of passengers
Corporate
MOF and ACRA invite comments on wide-ranging changes to 11 Companies Act and revised regulatory framework for foreign entities
SGX issues guide on sustainability reporting for listed companies 13
Continuous all day trading on SGX securities market from 13 1 August 2011 Editorial Team Margaret Chew Singapore High Court judge considers right of access to company 14 documents in the context of a derivative action Elizabeth Wong Soo Seong Theng Dispute Resolution Hong Farn Ling Anitha Rajaram Singapore Court of Appeal elaborates on relationship between 16 insolvency and arbitration in upholding High Court decision
Insurance The contents of the Legal Bulletin are intended to provide general information. Although we MAS issues consultation paper on “Proposed Revisions to the 17 endeavour to ensure that the Risk Based Capital Framework - Financial Resources Adjustment, information contained herein is Reinsurance Adjustment, C2 Risk Requirements” accurate, we do not warrant its accuracy or completeness or accept any liability for any loss Intellectual Property & Technology or damage arising from any reliance thereon. The information in JPO and IPOS extend Pilot Patent Prosecution Highway for 18 this Legal Bulletin should not another year till 1 July 2012 be treated as a substitute for specific legal advice concerning particular situations. If you IPOS launches IP Competency Framework and ideas2IP 18 would like to discuss the implications of these legal developments on your business Singapore High Court dismisses application by a nightclub 19 or obtain advice, please do not operating at Marina Bay Sands to strike out trade mark action by hesitate to approach your usual Bali restaurant and bar Ku De Ta contact at Allen & Gledhill LLP or the editors of the Legal Bulletin, Margaret Chew (+65 6890 7500 or margaret.chew@allenandgledhill .com) and Elizabeth Wong (+65 6890 7559 or elizabeth.wong @allenandgledhill.com).
Legal Bulletin July 2011 2 Media & Telecommunications
Mandatory cross-carriage obligations to take effect on 1 August 23 2011
SGNIC launches Internationalised Domain Names with effect from 24 4 July 2011
Real Estate
MAS consults on proposed residential property loans fact sheet 25
Tax
IRAS issues e-Tax Guide on “Income Tax & Stamp Duty: Mergers 25 and Acquisitions Scheme”
MOF consults on draft Income Tax (Amendment) Bill 2011: 26 Implementing Budget 2011 changes
MOF consults on draft Goods and Services Tax (Amendment) Bill 29 2011: Implementing Budget 2011 changes
General
MAS issues regulations providing for sanctions and freezing of 30 assets in relation to Libya
Accounting Standards Council issues accounting standard and 31 financial reporting framework for charities
News
Acquisition of Allgreen Properties Limited 31
Silver Oak Ltd.’s Series 002 Commercial Mortgage-Backed Notes 32
Equity Fund Raising by Olam International Limited 32
Issue of A$500 million Senior Unsecured Floating Rate Notes due 32 2014 under the US$5 billion Programme for Issuance of Debt Instruments of Oversea-Chinese Banking Corporation Limited
Acquisition of Hsu Fu Chi International Limited 33
S$2.16 billion revolving credit facility to SingTel Group Treasury 33 Pte. Ltd.
Allen & Gledhill New Partners 2011 33
Allen & Gledhill wins Who’s Who Legal Country Award 2011 for 34 Singapore
Allen & Gledhill LLP also publishes the monthly Financial Services Bulletin. To view the July 2011 issue, please click here.
Legal Bulletin July 2011 3 Articles Banking
MAS revises MAS Notice 632 and responds to feedback on Consultation Paper on Rules on Residential Property Loans: Mortgage equity withdrawal loans and aggregation of loans from moneylenders
From 13 January 2011 to 14 February 2011, the Monetary Authority of Singapore (the “MAS”) sought comments on the proposals in its consultation paper entitled “Rules on Residential Property Loans” (the “Consultation Paper”). Primarily, the MAS proposed a requirement for financial institutions (“FIs”) to comply with regulatory loan-to-value (“LTV”) limits on mortgage equity withdrawal loans (“MWLs”) and to aggregate loans from moneylenders used to pay for residential property purchases, for LTV computation.
On 13 July 2011, the MAS issued a revised MAS Notice 632 “Residential Property Loans” (“MAS Notice 632”) and released its response to comments received on the consultation paper. Most notably, the MAS has decided to maintain the status quo for MWLs for non-individuals, that is to say, MWLs to non-individuals will not be subject to a regulatory LTV limit. The MAS will proceed to introduce regulatory LTV limits on MWLs to individuals.
The MAS’ response on issues that are of wider interest are highlighted below.
Background
On 13 January 2011, the MAS, jointly with the Ministry of Finance and the Ministry of National Development, announced measures to maintain a stable and sustainable residential property market in Singapore. The measures took effect on 14 January 2011 and included LTV limits of 60% and 50% on housing loans for purchasers who are individuals and non-individuals respectively.
In its Consultation Paper, the MAS proposed requiring FIs to comply with regulatory LTV limits on MWLs that are secured on residential property, but not used for the purchase of the residential property. These limits were to be set at the same level as the regulatory LTV limits on housing loans granted for the purchase of residential properties.
The MAS had also proposed that, for the purpose of LTV computation, FIs must aggregate the borrower’s loans from moneylenders, if any, which are used to pay for the property purchase.
50% LTV limit on MWLs to non-individuals
On account of the following feedback, the MAS will maintain the status quo for MWLs for non-individuals, i.e. MWLs to non-individuals will not be subject to a regulatory LTV limit:
the 50% LTV limit on MWLs would limit credit supply to small and medium-sized enterprises (“SMEs”) and increase their cost of borrowing;
the operational difficulty of applying the 50% LTV limit as FIs often offer SMEs a package of credit facilities which is secured on a pool of collateral. In such loan structures, FIs do not apply a separate LTV limit on credit facilities secured solely on residential property.
Legal Bulletin July 2011 4 However, the MAS expects FIs to continue to exercise prudent credit assessment in granting MWLs to non-individuals and to apply appropriate LTV limits on these MWLs based on their credit assessment.
80%/60% LTV limit on MWLs to individuals
The MAS will introduce regulatory LTV limits on MWLs to individuals. Where the borrowers are individuals, a MWL on a residential property, together with the outstanding balance of any credit facilities secured on that property, will be subject to an LTV limit of:
80%, if the borrower has no outstanding credit facility for the purchase of another property; or
60%, if the borrower has any outstanding credit facilities for the purchase of another property.
The MAS expects FIs to exercise due diligence and judgment on possible circumvention of these regulatory LTV limits on MWLs to individuals, for example, by individuals setting up vehicles to invest in property. Where “shell companies” are set up by individuals solely to obtain a MWL, FIs should “look through” and apply the 80%/60% LTV limit on MWLs to such “shell companies” as if they were individuals. However, the 80%/60% LTV limit would not apply to companies.
Aggregation of loans from moneylenders for computation of LTV
Self-declaration: The MAS received suggestions from respondents that FIs be allowed to rely on the borrower’s self-declaration on whether he has borrowed from moneylenders to make the property purchase. The MAS will allow an FI to rely on self-declaration by the borrower on whether he has borrowed from moneylenders or other sources to fund the property purchase. The FI should consider an appropriately-worded self-declaration by the borrower on whether he has borrowed from any other source other than the FI to pay towards the property purchase, and not restrict the content of the self-declaration to borrowing from licensed moneylenders only.
Definition of “moneylender”: The MAS received feedback that the proposed legal definition of “moneylender” may be too wide. The proposed definition included “licensed moneylenders”, “excluded moneylenders” and “exempt moneylenders” as defined in the Moneylenders Act. Among the three categories, licensed moneylenders are the most common source of loans for the public. Taking the feedback For further information, please into account, the definition of “moneylender” in MAS Notice 632 now contact: encompasses only licensed moneylenders. Francis Mok Tel: +65 6890 7786 Reference materials [email protected] Please click on the provided links to access the following materials from the Karen Tiah Tel: +65 6890 7741 MAS website www.mas.gov.sg: [email protected] MAS Notice 632: Residential Property Loans Wong Sook Ping Tel: +65 6890 7794 [email protected] MAS Response
Legal Bulletin July 2011 5 For more information about the consultation paper, please click here to read an article entitled “MAS conducts public consultation on “Rules on Residential Property Loans”: Mortgage equity withdrawal loans to comply with loan-to-value limits and aggregation of loans from moneylenders” that was featured in a previous issue of the Allen & Gledhill Legal Bulletin (January 2011).
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Singapore High Court considers scope of conclusive evidence clause in banking documentation
Jiang Ou v EFG Bank AG [2011] SGHC 149
In the case of Jiang Ou v EFG Bank AG [2011] SGHC 149, the Singapore High Court had to consider the effect of a conclusive evidence which the defendant bank sought to rely on to exculpate itself from liability for the fraud of its own employees engaging in unauthorised trades.
Commonly found in banking documentation, a conclusive evidence clause places the onus on the customers to verify their bank statements and requires the customers to notify the bank if there is any discrepancy in the bank statement. If the customer fails to do so within the stipulated time, he would be precluded from challenging the correctness of the statement.
On the facts of the case, the court found that the bank could not establish that it had mailed the relevant bank statements to the customer, and hence, could not rely on the conclusive evidence clause in the banking documents.
Notably, the court proceeded to hold that, even if the bank statements had been mailed to the customer the conclusive evidence clauses which the bank sought to rely on did not protect the bank from liability in respect of unauthorised transactions. Further, the court held that conclusive evidence clauses which purport to exclude liability for the fraud of banks’ employees were contrary to public policy considerations and did not satisfy the reasonableness test under the Unfair Contract Terms Act (the “UCTA”).
Facts
The plaintiff, Jiang Ou (“Madam Jiang”) was a citizen of the People’s Republic of China (“China”) and a permanent resident of Singapore. The defendant, EFG Bank AG (“EFG Bank”) was a bank incorporated in Switzerland and licensed to operate as a bank in Singapore.
Madam Jiang opened a non-discretionary account (the “Account”) with EFG Bank, pursuant to which Madam Jiang’s instruction or mandate was required prior to the execution of any transaction by EFG Bank. Mr Ng Ton Yee (“Mr Ng”), an employee of EFG Bank, was assigned as Madam Jiang’s client relationship officer.
Mr Ng admitted to Madam Jiang that he had entered into 160 transactions without her knowledge or consent which resulted in losses to the Account. As a result, the Account suffered a loss of US$2,338,278.68. EFG Bank denied liability for the losses and consequently Madam Jiang commenced this action, seeking recovery of the sum of US$2,338,278.68 from EFG Bank on the principal basis that the 160 transactions were executed without her knowledge or consent.
Legal Bulletin July 2011 6 Having conceded that the 160 transactions were unauthorised, EFG Bank’s defence at trial was that by reason of receipt of all the transaction documents, pursuant to the conclusive evidence clauses set out in clauses 3.1and 3.2 of the account mandate and trading terms and general conditions (the “Agreement”), as well as the presumption of delivery of the transaction documents under clause 4 of the general conditions, Madam Jiang was precluded from disputing the unauthorised transactions. Under clause 4, documents were deemed to be validly given by EFG Bank to Madam Jiang by mailing them by ordinary mail to Madam Jiang.
Madam Jiang claimed that she did not receive any of the transaction documents from EFG Bank.
Transaction documents not sent to Madam Jiang
Having carefully considered the evidence adduced by EFG Bank, the court found that EFG Bank failed to discharge its burden of proof that the transaction documents were sent and therefore the presumption of delivery as provided for in clause 4 of the General Conditions did not arise.
As EFG Bank’s substantive defence, premised on the legal effect of clauses 3.1 and 3.2, was entirely dependent on establishing proof of posting under clause 4, the court’s finding that the bank had failed to prove that the transaction documents had been sent to Madam Jiang effectively disposed of the bank’s defence. On this ground alone, Madam Jiang’s claim was allowed as it was common ground that the 160 transactions were all unauthorised.
Nevertheless, for completeness, the court considered the applicability of clauses 3.1 and 3.2 to exclude EFG Bank’s liability for the 160 transactions on the premise that the transaction documents were in fact posted to Madam Jiang.
Conclusive evidence clauses
The court had to consider whether clauses 3.1 and 3.2 were worded sufficiently wide to exclude liability for unauthorised transactions carried out by EFG Bank’s own employees. The court also examined, as a matter of public policy, whether banks should be able to exclude liability for the fraud or unauthorised dealings of its employees even if the clauses were wide enough to encompass such a situation.
In the course of its judgment, the court pointed out that the operation of a conclusive evidence clause is not a substitute for the customer’s mandate or, simply put, does not create authorisation where there was none. In the court’s view, conclusive evidence clauses merely impose a duty on the customer to verify his or her bank statements and to inform the bank of discrepancies failing which the customer is precluded from disputing the correctness of the transaction. Accordingly, the confirmation slip sent by the bank was conclusive evidence of the correctness, rather than capable of operating as retrospective “authorisation” of the transaction though the outcome would be no different. In the final analysis, whether a particular risk of loss due to error, discrepancy, forgery or just plain unauthorised transaction is shifted onto the customer is a question of construction of the relevant clause.
The court opined that if a bank sought to contractually allocate the burden and responsibility of the duty to inform of any forgery or unauthorised drawing or instruction on the customer, no less than clear and unambiguous
Legal Bulletin July 2011 7 reference would suffice. Sufficiently wide language ascertainable by a reasonable person to include the specific liability borne by the customer would also, in theory, suffice.
Thus, in order for EFG Bank to successfully rely on clauses 3.1 and 3.2, it would have to overcome the following hurdles:
(a) Discharge its burden of proof that the transaction documents were sent by ordinary mail to give rise to the presumption of delivery under clause 4. The court already found that EFG Bank had failed to cross this first hurdle.
(b) Assuming the burden was successfully discharged, EFG Bank had to show that clauses 3.1 and 3.2 were sufficiently wide or expressly covered unauthorised transactions executed in the absence of instructions.
(c) Even if the language was sufficiently wide or expressly covered unauthorised transactions, it had to be considered whether clauses 3.1 and 3.2 applied to unauthorised transactions carried out fraudulently by EFG Bank’s employee.
(d) Finally, if the clauses expressly or impliedly applied to unauthorised transactions carried out by EFG Bank’s employee, it had to be considered whether such clauses should be upheld as a matter of public policy and/or under the Unfair Contract Terms Act (the “UCTA”).
Ambit of clauses 3.1 and 3.2
The court noted that the language of clauses 3.1 and 3.2 contemplated transactions executed on the instructions by the customer or his authorised representative. There was no reference in clauses 3.1 or 3.2 to the exclusion of liability for transactions carried out in the absence of instructions. In fact, the contrary was apparent. Clause 3.3 provided that the transaction confirmations were only for record purposes. Therefore, delivery or receipt of the transaction confirmations alone was not treated as instruction having been given for the transaction in question.
By express reference to “instructions” specific to clauses 3.1, 3.2 and 3.3, it was clear that the Agreement did not intend for unauthorised transactions executed in the absence of any instructions from the customer to be included within the ambit of the clauses. Instead, in the court’s view, clauses 3.1 and 3.2 would only protect EFG Bank from liability against “discrepancies” and/or “omissions” in the execution of the customer’s instructions. As such, the court found that the clear and unambiguous wording of clauses 3.1 and 3.2 excluded from the scope of its protection transactions carried out without any instructions from the customer.
Clauses to exclude liability for the fraud of banks’ employees
Given that the 160 transactions were executed knowingly by Mr Ng on Madam Jiang’s Account without any instruction from Madam Jiang, it must follow that such transactions were in effect carried out fraudulently by EFG Bank’s employee, Mr Ng.
The court was of the view that, at best, clauses 3.1 and 3.2 sought to exclude liability for errors caused by its lack of due diligence. It was also clear from other provisions of the Agreement that EFG Bank did not intend for clauses 3.1 and 3.2 to exclude liability caused by the fraud or wilful misconduct of its employees.
Legal Bulletin July 2011 8 The court held that if EFG Bank had intended to shift the risk of fraud by its employee to its customers, nothing short of express reference in the relevant clause to such a risk would have sufficed. Clauses 3.1 and 3.2 clearly did not expressly or impliedly cover unauthorised transactions carried out fraudulently by its employee in the absence of instructions.
Void under UCTA and/or contrary to public policy
The court was of the view that conclusive evidence clauses which purport to exclude liability for the fraud of banks’ employees stood contrary to public policy considerations and would run foul of the reasonableness test under UCTA.
Notwithstanding that on the court’s construction of clause 3.1 and 3.2, the situation in question did not arise, the court stated that it is plainly unreasonable that a bank should be able to shift the risk of unauthorised transactions by a fraudulent employee (within its own sphere of control) to an innocent customer by way of a conclusive evidence clause. The purpose for the introduction of conclusive evidence clauses was to enable banks to contractually allocate risks which were better managed by customers, brought about by tainted transactions outside the purview of the bank. In recognition of this rationale, conclusive evidence clauses have been upheld due to the relative ease of detection of forgeries by the customer as opposed to the bank.
However, the converse must be true as regards transactions executed fraudulently by banks’ employees. Using conclusive evidence clauses to allocate the risk of fraud of an employee of the bank to the customer would be entirely inconsistent with the core rationale underpinning the court’s willingness to uphold these clauses in the first place, as the allocation of the risk of fraud of the bank’s employees, by reason of the relative ease of detection and control, should rightfully and reasonably be borne by the bank.
The court held that, shifting the attendant risk and liability for the fraud or wilful misconduct of employees of banks by way of conclusive evidence clauses, would undermine public confidence and trust in the banking system. Clauses which attempted to shift such risk to the customers were unreasonable under the UCTA as well as void as a matter of public policy.
Learning points
The decision is notable because it is one of the few cases in which a Singapore court has held that a bank is not entitled to rely on a conclusive evidence clause to resist liability in respect of alleged unauthorised transactions. The decision is a timely reminder that conclusive evidence clauses are not a panacea, which can be relied on by a bank in response to all allegations of wrongdoing.
Ultimately, this decision stands for the proposition that a conclusive evidence clause does not absolve a bank from liability in respect of transactions which were in fact unauthorised or liability in respect of the fraudulent acts of the If you would like to discuss the bank’s employees. impact of this case on your business, please contact: The outcome of this case may have been different if the court did not make a Loong Tse Chuan finding that the transactions were unauthorised and that the bank’s employee Tel: +65 6890 7836 had acted fraudulently. Notably, in this case, the court was of the view that [email protected] delivery of the bank statements, and the absence of any objection from the customer, was not by itself evidence of the customer’s instructions and that Kristy Tan Tel: +65 6890 7879 the operation of a conclusive evidence clause in such circumstances does [email protected] not create authorisation where there was in fact none.
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Legal Bulletin July 2011 9 Competition
This recent development was first CCS issues clearance decision relating to joint venture highlighted in the Allen & Gledhill Competition Law Alert of 8 July agreement between three airline companies on air 2011. If you would like to be on our transportation of passengers competition and antitrust related electronic communications mailing list, please e-mail us at On 4 July 2011, the Competition Commission of Singapore (the “CCS”) [email protected] issued a clearance decision relating to the joint venture agreement (the “JVA”) between All Nippon Airways Co Ltd, Continental Airlines, Inc and United Air Lines, Inc. The JVA focuses on passenger air services and is intended to be executed in 2011. Once executed, it will last for an indefinite duration. Pursuant to the JVA, all three parties will jointly set capacity, schedules and fares for certain transpacific routes. They will design a formula to redistribute pooled revenues to individual carriers. The revenues will be pooled from the routes brought together.
Following a thorough review by the CCS, it was determined that the JVA would not infringe the Competition Act (the “Act”) on the basis that the JVA has a demonstrable net economic benefit. Section 34 of the Act deals with the prohibition against anti-competitive agreements, decisions and practices. An agreement that falls within the scope of section 34 of the Act may, on balance, have a net economic benefit if, on a case-specific quantitative and qualitative analysis, it is demonstrated to contribute to improving production or distribution or promoting technical and economic progress, and it does not impose on the undertakings concerned restrictions which are not indispensible to the attainment of those objectives or afford the undertakings concerned the possibility of eliminating competition in respect of a substantial part of the goods in question.
The CCS will publish the grounds of decision on its website www.ccs.gov.sg in due course. Please click here to view the announcement on the CCS website.
As a matter of background, the parties had notified the CCS to review the JVA on 13 January 2011. Essentially, one or all parties to an agreement may make a voluntary notification to the CCS if there are possible anti- competitive concerns that might arise from the agreement which might infringe the Act.
The advantage of making a voluntary notification for a decision to the CCS is that the CCS will generally take no further action once a decision has For further information, please been given unless there are reasonable grounds for believing that there has contact: been a material change of circumstance or there is a reasonable suspicion that information on which it has based its decision was materially Daren Shiau Tel: +65 6890 7612 incomplete, misleading or false. Most importantly, a decision cannot be [email protected] reopened by the CCS on the basis of a complaint made by a third party.
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Legal Bulletin July 2011 10 Corporate
MOF and ACRA invite comments on wide-ranging changes to Companies Act and revised regulatory framework for foreign entities
Introduction
On 20 June 2011, the Ministry of Finance (the “MOF”) and the Accounting and Corporate Regulatory Authority (the “ACRA”) jointly released two consultation papers inviting comments on:
Report of the Steering Committee for Review of the Companies Act (the “Report”); and
Proposed revised regulatory framework for foreign entities in Singapore.
The consultation period will end on 16 September 2011.
Consultation paper on the Report
The Report was prepared by the Steering Committee (the “Committee”) established by the Government in 2007 to conduct a fundamental review of the Companies Act (the “CA”). It is divided into the following six chapters, comprising 217 recommendations.
Chapter 1: Directors
Chapter 2: Shareholders’ rights and meetings
Chapter 3: Shares, debentures, capital maintenance, schemes, compulsory acquisitions and amalgamations
Chapter 4: Accounts and audit
Chapter 5: General company administration
Chapter 6: Registration of charges
Key recommendations in the Report include:
Removing maximum age limit for directors
Extending directors’ disclosure obligations or duty to act honestly and exercise reasonable diligence to Chief Executive Officer of a company
Enfranchising indirect investors (e.g. institutional investors and fund managers holding shares through nominee company or custodian bank) by allowing certain categories of members to appoint more than two proxies (the “multiple proxies regime”)
Adopting “multiple proxies regime” to enfranchise CPF investors
Simplifying rules for the use of electronic transmission for giving notices and sending documents
Adopting one uniform solvency test for all transactions subject to capital maintenance regime (excluding amalgamations)
Legal Bulletin July 2011 11 Abolishing financial assistance prohibitions for private companies
Replacing the status of “exempt private company” with new “small company” criteria in determining whether a company is required to be audited
Removing the requirement to keep a register of members for private companies and using the register of members maintained by the ACRA as the main and authoritative register
Removing the requirement for a company to keep a register for directors, secretaries and auditors and using the registers kept by the ACRA as the authoritative registers
Abolishing the requirement to keep a register of managers
Merging memorandum and articles of association as one document
Consultation paper on regulatory framework for foreign entities
The Committee recommends that the laws relating to the registration and regulation of foreign entities, namely branches of foreign corporations registered in Singapore, should be placed in a separate legislation (the “Proposed Act”) to facilitate the streamlining of the CA. The scope of For further information, please the Proposed Act is based on the existing framework under the CA contact: regulating foreign companies but will be enhanced with some modifications. Ang Cheng Hock, SC The consultation paper on the revised regulatory framework for foreign Tel: +65 6890 7832 entities contains 40 recommendations. [email protected]
Christine Chan The key changes to the regulatory framework for foreign entities include: Tel: +65 6890 7647 [email protected] Changing the reference of “foreign company” to “foreign entity” to recognise that the scope of this definition does not only include a Kok Chee Wai Tel: +65 6890 7724 “company or corporation” incorporated outside Singapore [email protected] Reducing the minimum number of agents required to be appointed by a Lee Kim Shin foreign entity from two to one Tel: +65 6890 7699 [email protected] Imposing a new obligation on a foreign entity to appoint a replacement Andrew M. Lim agent before an existing agent can resign to ensure accountability Tel: +65 6890 7706 [email protected] Requiring foreign entities to provide more comprehensive disclosure Christina Ong requirements by recommending the foreign entities to lodge similar Tel: +65 6890 7700 components of their head office financial statements and other reports as [email protected] those expected of locally incorporated companies Tan Su May Tel: +65 6890 7606 Reference materials [email protected]
Tan Tze Gay The following materials related to the above development are available from Tel: +65 6890 7712 the MOF website at www.mof.gov.sg: [email protected] MOF press release on the consultation papers Lucien Wong Tel: +65 6890 7702 [email protected] Annex A: Report of the Steering Committee for Review of the Companies Act Yap Lune Teng Tel: +65 6890 7665 [email protected] Annex B: Highlights of the Steering Committee’s recommendations
Legal Bulletin July 2011 12 Annex C: Consultation paper on the regulatory framework for foreign entities in Singapore
Annex D: Highlights of ACRA’s recommendations on the regulatory framework for foreign entities
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SGX issues guide on sustainability reporting for listed companies
On 27 June 2011, the Singapore Exchange Limited (the “SGX”) issued a “Guide to Sustainability Reporting for Listed Companies” (the “guide”). The guide sets out the SGX’s policy statement on sustainability reporting (the “policy statement”) as well as answers to frequently asked questions on sustainability reporting. The issuance of the guide follows a public consultation conducted in August 2010 which received positive feedback in support of disclosure and accountability for operating and developing businesses in a sustainable manner.
The SGX hopes that the guide will assist more listed companies in extending their reporting on corporate governance to environmental and social aspects For further information, please contact: of the company’s performance. Although some listed companies already lead with high standards of sustainability reporting, the SGX notes that most listed Christine Chan companies have not adopted sustainability reporting, perhaps due to factors Tel: +65 6890 7647 such as costs, reporting scope and lack of familiarity with the process. [email protected] Currently, sustainability reporting is voluntary. Sophie Lim Tel: +65 6890 7696 Reference materials [email protected]
Christina Ong The relevant SGX press release and guide are attached. To view them on Tel: +65 6890 7700 the SGX website www.sgx.com, please click on the provided links: [email protected] Press release Yap Lune Teng Tel: +65 6890 7665 [email protected] Guide to Sustainability Reporting for Listed Companies
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Continuous all day trading on SGX securities market from 1 August 2011
For further information, please Singapore Exchange Limited (the “SGX”) will be implementing continuous contact: securities trading from 0900 hours to 1700 hours each day from 1 August 2011. This was announced in a press release issued by the SGX on 30 June Christine Chan 2011. Tel: +65 6890 7647 [email protected] Market hours will therefore overlap with those of other Asian exchanges, Sophie Lim enabling investors trading pan-Asian securities to respond to regional market Tel: +65 6890 7696 movements and news flow. [email protected]
Christina Ong With the change, SGX Member firms will offer retail investors various ways to Tel: +65 6890 7700 execute orders. These include online trading services, the use of central [email protected] dealing desks where orders can be channelled for order execution when Yap Lune Teng Trading Representatives or brokers are away, the appointment of a back-up Tel: +65 6890 7665 Trading Representative, and the use of mobile technology by Trading [email protected] Representatives to execute orders when they are off premises.
Legal Bulletin July 2011 13 Reference material
To read the press release from the SGX website www.sgx.com, please click here.
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Singapore High Court judge considers right of access to company documents in the context of a derivative action
Hiap Seng & Co Pte Ltd v Lau Chin Hu & Ors [2011] SGHC 143
In the recent Singapore High Court decision of Hiap Seng & Co Pte Ltd v Lau Chin Hu & Ors, Kan Ting Chiu J considered the right of a party having control of a derivative action filed on behalf of a company to the company’s documents. The learned judge held that this right of access to such documents flows from the authority to institute the derivative action, and it should not be confused with the right of discovery between adversarial parties in an action or the right of a company director to the records of a company. Kan J ordered the defendants, who were the directors of the company, to provide the directors who were bringing the derivative action in the name of and on behalf of the company (the plaintiffs), access to such relevant documents that were in their possession, control and power so that the best case can be pleaded and presented on behalf of the company.
Background
The plaintiffs and defendants were directors/shareholders of the company. All the parties were members of the same family and the company was a family business.
In 2009, the plaintiffs obtained a High Court order (the “2009 Order”) giving them leave to bring an action in the name of and on behalf of the company against the defendants for breaches of their directors’ duties to the company. The 2009 Order also put the plaintiffs in control over the conduct of the action. For more information about the 2009 Order, please click here to read the article “Singapore High Court grants leave for action on behalf of company under section 216A of Companies Act” which was featured in a previous issue of the Allen & Gledhill Legal Bulletin (October 2009).
Slow progress in derivative suit prompted application for access to relevant documents
Consequently, the plaintiffs filed the current derivative suit against the defendants. However, due to the slow progress in the action and persistent non- co-operation on the part of the defendants, the plaintiffs caused the company to file a summons seeking access to relevant documents which were in the defendants’ possession, custody or power, that either belonged to the company or ought to be within the possession, custody and power of the company, and which ought to be disclosed pursuant to the company’s discovery obligations in the derivative suit. The application was made on the following grounds:
The defendants refused to allow the plaintiffs to enter into the company’s office premises; and
The plaintiffs, as directors of the company, were entitled under section 199(3) of the Companies Act to inspect the accounting and other records which explain the transactions and financial position of the company.
Legal Bulletin July 2011 14 The Assistant Registrar dismissed the plaintiffs’ application and they appealed.
Capacity of plaintiffs in seeking access to company’s documents
In considering the appeal, Kan J held that the application and the parties’ positions on the plaintiffs’ right of access to the documents had to be considered against the plaintiffs’ and the defendants’ rights and obligations under the 2009 Order. In particular, when the plaintiffs filed the derivative action pursuant to the 2009 Order, they were not suing in their capacities as shareholders or directors of the plaintiffs. Instead, they were suing the defendants on behalf of the company.
Hence, the plaintiffs had a duty to ensure that the derivative action was prosecuted properly and diligently, and that they must act responsibly and reasonably in the interests of the company. As such, the plaintiffs were obliged to review all relevant documents, whether in their possession or not, so that the best case can be pleaded and presented on behalf of the company. The learned judge also opined that the plaintiffs would be in dereliction of their duty if they neglected to access such documents and review them.
Defendants must allow access to documents
Accordingly, Kan J held that the defendants must recognise the plaintiffs’ right to pursue the action on behalf of the company. Hence, if there were such documents in their possession and control as directors of the company, the defendants must allow the plaintiffs access to the documents. Any refusal to give access was, prima facie, a breach of their directors’ duties to act in the interests of the company, and that would include giving assistance to the company to prosecute the action effectively, and not to hinder its efforts.
Right to access documents stemmed from authority to institute derivative action
Kan J highlighted that the right of access to the relevant documents of the company stemmed from the authority to institute the action, and it was not to be confused with the right of discovery between adversarial parties in an action or the right of a company director to the records of a company. As such, the application was procedurally regular and unexceptional since the application for access to documents was made by way of a summons as part of the on-going action.
Conclusion
Kan J ordered the defendants to provide access to such relevant documents that were in their possession, control and power.
If you would like to discuss the Comment impact of this case on your business, please contact: The situation described in this case is fairly common. A party who has sought Vincent Leow and obtained leave to commence a derivative action on behalf of a company Tel: +65 6890 7807 is almost always not in control of the company. On the other hand, the ones [email protected] controlling the company are usually more likely than not to be the defendants in such a derivative action. This case makes it clear that the parties in control Tham Wei Chern Tel: +65 6890 7801 of the company cannot frustrate the derivative action by refusing access to [email protected] the parties in control of the derivative action.
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Legal Bulletin July 2011 15 Dispute Resolution
This recent development was first Singapore Court of Appeal elaborates on relationship highlighted in the Allen & Gledhill Arbitration Alert of 6 July 2011. If between insolvency and arbitration in upholding High you would like to be on our Court decision arbitration related electronic communications mailing list, please e-mail us at Larsen Oil and Gas Pte Ltd v Petroprod Ltd (in official liquidation in the [email protected] Cayman Islands and in compulsory liquidation in Singapore) [2011] SGCA 21
In Larsen Oil and Gas Pte Ltd v Petroprod Ltd (in official liquidation in the Cayman Islands and in compulsory liquidation in Singapore) [2011] SGCA 21, the Singapore Court of Appeal endorsed, and elaborated on, the stance taken by the High Court concerning the relationship between arbitration and insolvency.
Brief facts
The dispute between the parties centred on the relationship between the Bankruptcy Act’s avoidance provisions - upon which the insolvent party (Petroprod) sought to rely on to avoid transactions agreed to with the other party (Larsen) - and an arbitration clause which was included in the main agreement between the parties, which Larsen sought to enforce.
High Court judgment
The Singapore High Court opined that the policy underlying the avoidance provisions in the Bankruptcy Act and the Companies Act (the “Acts”) would be compromised if their enforcement were subject to private arrangements (including an agreement to arbitrate) between the company and an individual creditor as the rights created by the provisions exist for the benefit of the general body of creditors. The avoidance provisions protect against a diminution of the assets available to the general body of creditors by providing for the avoidance of a transaction which confers an unfair advantage on one party. In this case, the court held that the claims under the Acts in relation to the payments made by the plaintiff to the defendant were not arbitrable.
In the circumstances, the court held that it would be preferable to consider all the plaintiff’s claims in a similar forum so as to achieve a swift, economical and internally consistent settlement of all the disputes in question. The application for a stay in favour of arbitration was therefore denied.
The Court of Appeal upheld the decision of the High Court but expounded on the relationship between insolvency and arbitration.
Concept of non-arbitrability a cornerstone of arbitration
The Court of Appeal agreed with the High Court on the importance of determining arbitrability in deciding whether to grant a stay. The court noted that, contrary to what the High Court had said in this regard, the Arbitration Act did indeed make explicit reference to the concept of arbitrability in section 48(1)(b)(i), which relates to the setting aside of an arbitral award. The court stated that this can be done by the courts if “the subject-matter of the dispute is not capable of settlement by arbitration”. The Arbitration Act does not, however, provide guidance on what disputes are arbitrable, which led the court in this instance to judge that “it has been left to the courts to shape the contours of the arbitrability exception”.
Legal Bulletin July 2011 16 The court looked to the report issued in 2000 in relation to a review of Singapore’s arbitration legislation where it was made clear that the policy of encouraging arbitration as currently included in the Arbitration Act is subject to other competing policy considerations, especially insolvency and bankruptcy issues. The court finds that the drafters of Singapore’s arbitration legislation regarded the question of arbitrability as subject to public interest considerations. It recognised that insolvency and bankruptcy law is an area “replete with public policy considerations that were too important to be settled by parties privately through the arbitral mechanism”.
The court noted that the concept of non-arbitrability was a cornerstone of the arbitration process which allowed the courts to refuse to enforce an otherwise valid arbitration agreement on policy grounds. The court noted that If you would like to discuss the the insolvency regime’s objective of facilitating claims by a company’s impact of this case on your creditors against the company and its pre-insolvency management overrides business, please contact: the freedom of the company’s pre-insolvency management to choose the Dinesh Dhillon forum where such disputes are to be heard. The court found it “very hard to Tel: +65 6890 7822 justify” compelling the liquidator - the representative of the creditors - to give [email protected] up its rights to judicial remedies in favour of arbitration. The courts should therefore treat disputes arising from the operation of the statutory provisions Edwin Tong Tel: +65 6890 7867 of the insolvency regime per se as non-arbitrable even if the parties [email protected] expressly included them within the scope of the arbitration agreement.
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Insurance
MAS issues consultation paper on “Proposed Revisions to the Risk Based Capital Framework - Financial Resources Adjustment, Reinsurance Adjustment, C2 Risk Requirements”
On 11 July 2011, the Monetary Authority of Singapore (the “MAS”) issued a consultation paper on “Proposed Revisions to the Risk Based Capital Framework - Financial Resources Adjustment, Reinsurance Adjustment, C2 Risk Requirements”.
The consultation was carried out as part of the ongoing refinement of the Risk Based Capital (“RBC”) Framework for insurers. The MAS conducted a review in the following areas:
Credit risk arising from contracts of insurance: Insurers are exposed to credit risk as part of the insurance business arising from the receipt of premiums from their insureds and the reinsurance recoverables due from the reinsurers. An insurer will record a receivable due from its reinsurer once the claim on a (reinsured) policy has been paid by the insurer. The MAS proposed various changes, e.g. aligning the tiers of period that the reinsurance recoverables on paid claims has been outstanding with those for outstanding premiums.
Contagion risk arising from intra group transactions: As intra group transactions may introduce contagion and reputational risk, the MAS has reviewed the capital treatment of exposure to related parties under the RBC framework.
Legal Bulletin July 2011 17 Exposure to related parties from outward reinsurance arrangements: The MAS proposes removing the recognition given to the reinsurance arrangements between a branch and its head office,
removing the concession given to related parties in the computation of the reinsurance adjustment and the inclusion of claims liabilities in the For further information, please computation of reinsurance adjustment. contact:
Francis Mok Consultation period Tel: +65 6890 7786 [email protected] Any feedback on the proposals is to be submitted to the MAS by Sanjiv Rajan 11 August 2011. Tel: +65 6890 7800 [email protected] Reference material
Corina Song Tel: +65 6890 7570 The consultation paper is available from the MAS website www.mas.gov.sg [email protected] by clicking here.
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Intellectual Property & Technology
This recent development was first JPO and IPOS extend Pilot Patent Prosecution Highway for highlighted in the Allen & Gledhill Intellectual Property & Technology another year till 1 July 2012 Review of 12 July 2011. If you would like to be on our intellectual The IPOS-JPO Patent Prosecution Highway (PPH) pilot programme has property and technology related electronic communications mailing been extended for another year with effect from 1 July 2011. list, please e-mail us at [email protected] As a matter of background, on 1 July 2009, the Intellectual Property Office of Singapore (the “IPOS”) and the Japan Patent Office (the “JPO”) launched a cooperative initiative called the Patent Prosecution Highway (“PPH”) with a pilot period of one year, commencing on 1 July 2009. The programme was then extended till 1 July 2011.
This initiative is intended to facilitate faster prosecution of patent applications For further information, please as references to earlier work done at one office could reduce or even contact: eliminate the need for subsequent search and examination work in the other Dr Stanley Lai, SC office. The initiative is also expected to result in better search and Tel: +65 6890 7883 examination as one patent office may check with and rely on the other office [email protected] for previously unavailable databases. Low Pei Lin Tel: +65 6890 7516 The IPOS website www.ipos.gov.sg contains further information on the [email protected] IPOS PPH pilot programmes, please click here to read.
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This recent development was first IPOS launches IP Competency Framework and ideas2IP highlighted in the Allen & Gledhill Intellectual Property & Technology Review of 12 July 2011. If you On 25 May 2011, the Intellectual Property Office of Singapore (the “IPOS”) would like to be on our intellectual announced the launch of the following: property and technology related electronic communications mailing list, please e-mail us at IP Competency Framework (the “IPCF”); [email protected] ideas2IP.
Legal Bulletin July 2011 18 IP Competency Framework
The IPOS has developed the IPCF to define the competencies required for key IP professionals and practitioners in the industry and accredit the attainment of these competencies into Continuing Professional Development qualifications that are recognised by the industry. The IPCF is the first of its kind in the world on a nationwide scale.
Under the IPCF, four key IP occupational levels have been identified, with 57 competency units initially created. The IPOS will also accredit training providers who will certify successful programme participants. The IPOS will partner with the Singapore Workforce Development Agency to create a new sector for IP in Singapore under the Workforce Skills Qualification (WSQ) under a new framework known as IP WSQ.
Further details about the IPCF can be found at www.ipcf.sg. To read the IPOS press release of 25 May 2011 from the IPOS website www.ipos.gov.sg, please click here.
ideas2IP
The IPOS launched ideas2IP, an online innovation platform designed to bring inventors and investors together to commercialise good ideas. ideas2IP bridges the gap between IP creation and exploitation. The new initiative For further information, please provides a platform for individual inventors to share their ideas with potential contact: investors in a safe environment. Investors with the means and experience Dr Stanley Lai, SC can help fund and guide the further development of these ideas into a form Tel: +65 6890 7883 that has commercial potential. [email protected] For more details on ideas2IP, please visit http://ideas2ip.sg. To read the Low Pei Lin Tel: +65 6890 7516 IPOS press release of 25 May 2011 from the IPOS website [email protected] www.ipos.gov.sg, please click here.
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This recent development was first Singapore High Court dismisses application by a nightclub highlighted in the Allen & Gledhill Intellectual Property & Technology operating at Marina Bay Sands to strike out trade mark Review of 12 July 2011. If you action by Bali restaurant and bar Ku De Ta would like to be on our intellectual property and technology related electronic communications mailing Guy Neale & Ors v Ku De Ta SG Pte Ltd [2011] SGHC 136 list, please e-mail us at [email protected] In Guy Neale & Ors v Ku De Ta SG Pte Ltd [2011] SGHC 136, the plaintiff- operators of an exclusive restaurant and bar in Bali, Ku De Ta, who are seeking to stop a nightclub operating at Marina Bay Sands (one of the two integrated resorts in Singapore) also styled “Ku De Ta” from using the name and mark “Ku De Ta”, successfully resisted the defendant's application to strike out the plaintiff's action.
The Singapore High Court considered the scope of sections 55 and 55A of the Trade Marks Act (the “Act”) which relate to the protection and permitted use of well-known trade marks. The decision handed down by the Assistant Registrar held that the proprietor of a well-known mark is entitled to restrain the use in Singapore of a registered trade mark in relation to goods or services for which the latter is registered if (amongst other things) the allegedly offending trade mark is not validly registered. It is also not premature to bring an action under section 55 of the Act to restrain the use of the allegedly offending registered trade mark before the invalidation of the said registered trade mark.
Legal Bulletin July 2011 19 Facts
The plaintiffs were a partnership operating a restaurant and bar in Bali known as “Ku De Ta”. The third plaintiff registered the trade mark “KU DE TA” in Indonesia and held proprietorship of that mark on behalf of the partnership.
The defendant was a company incorporated in Singapore. In 2010, it opened a restaurant and bar at Marina Bay Sands that was also styled “Ku De Ta”. In the course of its business, the defendant used two trade marks incorporating the words “Ku De Ta”. The defendant was a licensed user of these trade marks (the “Nines Square Registered Marks”), which had been registered in Singapore by an Australian company.
When the plaintiffs learnt of the defendant’s restaurant and bar in Singapore, they took out an action against it (the “Suit”), seeking an order that the defendant stop using the name and mark “Ku De Ta”.
One of the causes of action pleaded in the plaintiffs’ Statement of Claim was founded on section 55 of the Act. Section 55 provides for the protection of well known trade marks whether or not the trade mark has been registered in Singapore, and whether or not its proprietor carries on business or has any goodwill in Singapore.
In their Statement of Claim, the plaintiffs alleged that the defendant had infringed their rights as owners of a well known trade mark protected under section 55. The defendant’s use of the trade mark “Ku De Ta” was without the partnership’s consent, and had caused and/or was likely to cause confusion to the public and/or would indicate a connection between the goods or services of the defendant and the plaintiffs. The plaintiffs also claimed that the defendant’s use of the trade mark “Ku De Ta” would dilute the distinctive character of the plaintiffs’ trade mark “Ku De Ta”, and/or would constitute the defendant taking unfair advantage of the distinctive character of the plaintiffs’ trade mark.
The defendant applied to strike out the paragraphs of the Statement of Claim which pleaded the plaintiffs’ cause of action under section 55, on the basis that those paragraphs disclosed no reasonable cause of action.
The defendant’s case
The defendant argued that the protection given to well known trade marks under section 55 of the Act is limited by section 55A. Relying on section 55A(2), the defendant submitted that the plaintiffs had no reasonable cause of action based on section 55.
Section 55A(2) provides that, notwithstanding section 55, the proprietor of a well known trade mark is not entitled to restrain the use in Singapore of any registered trade mark in relation to goods or services for which the latter is registered.
Essentially, the defendant argued that the Nine Squares Registered Marks were registered in Singapore. Since it was a licensed user of those trade marks, it could avail itself of the section 55A(2) defence and this provided a complete answer to the plaintiffs’ claim under section 55 such that the said paragraphs in the Statement of Claim could disclose no valid cause of action. Accordingly, those portions of the pleading should be struck out.
Legal Bulletin July 2011 20 The plaintiffs’ case
The plaintiff submitted that section 55A(2) did not provide an absolute defence to a claim under section 55. The defence would not apply where the registered trade marks were liable to be invalidated. In addition to the Suit brought against the defendant, the plaintiffs were also seeking the invalidation of the Nine Squares Registered Marks against the Australian company. The ability of the defendant to raise the section 55A(2) defence was contingent on the plaintiffs failing in their invalidation application, which had yet to be determined. As such, the plaintiffs argued that the high threshold for a striking out application was not met, given that triable issues of law and fact were present.
Section 55A(2) not a complete answer to plaintiffs’ claim under section 55
On perusing the relevant parliamentary debates, the court noted that sections 55 and 55A were enacted for the purpose of:
(a) giving protection for well known marks;
(b) implementing the United-States Singapore Free Trade Agreement (the “USSFTA”); and
(c) implementing the Joint Recommendation Concerning Provisions on the Protection of Well Known Marks (1999) (“Joint Recommendation”), which is an international standard adopted by the Assembly of the Paris Union for the Protection of Industrial Property and the General Assembly of the World Intellectual Property Organization on the level of protection for well known marks.
The court also found useful the explanatory statement to the Trade Marks (Amendment) Bill (B18/2004) which disclosed that the then-existing section 55 was replaced with the present day provisions to give effect to the USSFTA read with the Joint Recommendation, and that a new section 55A was introduced to set out the permitted uses of well known trade marks for consistency with the permitted uses of registered trade marks under section 28 of the Act.
Pursuant to Article 3 of the Joint Recommendation, member states are required to protect a well known mark against conflicting marks, business and domain names, at least with effect from the time when the mark has become well known in the member state. When a mark is deemed to be in conflict with a well known mark in respect of identical or similar goods and/or services, member states are obliged to provide certain remedies. Article 4(2) of the Joint Recommendation provides that if the member state’s laws allow third parties to oppose the registration of a mark, a conflict with a well known mark constitutes a ground for opposition. Article 4(3) provides that even after registration, the owner of a well known mark may request that the conflicting mark be invalidated. Article 4(4) provides that the owner of the well known mark is entitled to request the prohibition of the conflicting mark.
The court was of the view that if the defendant’s literal interpretation of sections 55 and 55A(2) of the Act were adopted, the owner of a well known mark would not be entitled to request the prohibition of the use of a conflicting mark so long as the latter is a registered trade mark. This would render Article 4(4) of the Joint Recommendation otiose, instead of giving effect to it as sections 55 and 55A were meant to. Arguably, therefore, section 55A(2) could not be said to provide a complete answer to a claim under section 55 of the Act.
Legal Bulletin July 2011 21 In the court’s view, the interpretation that section 55A(2) is not an unassailable defence was also buttressed by the consideration that section 55A was meant to render the permitted uses of well known trade marks consistent with the permitted uses of registered trade marks under section 28 of the Act. Section 28(3) provides that a registered trade mark is not infringed by the use of another registered trade mark in relation to goods or services for which the latter is registered. The defence in section 28(3) is not a complete defence if the allegedly offending mark is not validly registered.
Therefore, if section 55A(2) is to mirror the scope and application of section 28(3), it similarly ought not to provide a complete defence where the trade mark complained of was not validly registered.
Not premature to bring action for protection of well known trade mark before invalidation of allegedly offending registered trade mark
The defendant had suggested that procedurally, it was premature to bring a cause of action based on section 55 of the Act before invalidation proceedings were commenced. The proper course was for the registered trade mark to be properly invalidated before restraining orders were sought.
The court disagreed with this argument for these reasons:
The prolonged use of an invalidly registered trade mark could result in substantial dilution of the goodwill accruing to the well known mark, which is a form of damage not easily compensable in monetary terms. While the owner of the registered trade mark could arguably state similar concerns, section 55(7) of the Act places the onus on the owner of the well known mark to take timely action as he loses his entitlement to seek certain remedies if he acquiesces for a continued period of five years in the use of the allegedly offending registered trade mark. This would limit the damage likely to be suffered by the owner of the registered trade mark whereas the converse is not true for the owner of the well known mark who would therefore be inadequately protected.
One of the purposes of enacting sections 55 and 55A of the Act was to give effect to the Joint Recommendation. The Explanatory Notes to the Joint Recommendation suggests that owners of well known marks were intended to be given early opportunities to take action against conflicting registered trade marks. Adopting the defendant’s interpretation of sections 55 and 55A would not give effect to this intention.
Conclusion
Given the above findings and reasoning, it was by no means plain and obvious to the court that the relevant paragraphs of the plaintiffs’ Statement of Claim could disclose no valid cause of action based on a statutory interpretation of sections 55 and 55A of the Act. At the minimum, the If you would like to discuss the pleadings in the Statement of Claim raised a triable issue of law. impact of this case on your business, please contact: Accordingly, the court dismissed the defendant’s application to strike out parts of the plaintiffs’ Statement of Claim. Kristy Tan Tel: +65 6890 7879 [email protected] Allen & Gledhill LLP Partner Kristy Tan represented the successful plaintiffs.
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Legal Bulletin July 2011 22 Media & Telecommunications
Mandatory cross-carriage obligations to take effect on 1 August 2011
On 1 July 2011, the Media Development Authority of Singapore (the “MDA”) gazetted amendments to the Code of Practice for Market Conduct in the Provision of Media Services (the “Code”), to take effect on 2 July 2011. The revised Code provides that, from and including 1 August 2011, designated pay TV licensees must carry out certain obligations with respect to the cross- carriage of certain “Qualified Content”. The definition of “Qualified Content” has been amended in the revised Code to include channel or programming content which is (i) produced or commissioned by a broadcasting licensee and transmitted by such broadcasting licensee on its pay TV service on an exclusive basis on or after 1 August 2011; and (ii) acquired, renewed or otherwise obtained on or after 12 March 2010 by a broadcasting licensee for transmission on its pay TV service on an exclusive basis. Qualified Content includes any bundled channels or bundled programming content containing any channel or programming content described above (whether in whole or in part).
Set out below are some of the key revisions to the Code which the MDA has highlighted:
Designated pay TV licensees must cross-carry Qualified Content in its entirety and in an unmodified and unedited form.
Consumers should not wait more than five working days to receive Qualified Content once they have made a request to their respective designated pay TV licensee.
Designated pay TV licensees must deal with all consumer feedback or complaints on a non-discriminatory basis.
Designated pay TV licensees must ensure that consumers have access to information on Qualified Content by publishing and maintaining a list of the Qualified Content on their respective websites and viewing guides.
Designated pay TV licensees must offer Qualified Content at the same price, terms and conditions to all consumers and subscribers.
The MDA has also clarified that the cross-carriage obligations under the Code will not apply to Qualified Content delivered over the Internet and mobile platforms.
Further, the revised Code provides that a designated pay TV licensee may seek exemption from its cross-carriage obligations under the Code. In seeking any such exemption, the designated pay TV licensee must clearly establish to the MDA’s satisfaction one or more of the following circumstances:
The exemption will benefit the public and media industry.
The designated pay TV licensee is prevented from fulfilling its obligations by a technical constraint and such technical constraint cannot be removed without such designated pay TV licensee incurring serious and irreparable harm.
Legal Bulletin July 2011 23 (Where the person seeking exemption is obliged to make available its Qualified Content) the channel or content provider does not have the relevant broadcast rights for Singapore and other neighbouring countries.
(Where the person seeking exemption is obliged to carry Qualified Content) the relevant person obliged to make available its Qualified Content has failed to obtain the necessary rights to comply with its obligations under the Code.
The MDA has indicated that it will review the Code at least every three years to ensure that it continues to stay relevant in an evolving market.
Reference materials
For further information, please contact: The following documents are available on the MDA website www.mda.gov.sg. Please click on the relevant titles to read: Tan Wee Meng Tel: +65 6890 7518 Closing Note on Consultation of Implementation on Cross-Carriage [email protected] Measure Tham Kok Leong Tel: +65 6890 7526 News release [email protected] Back to Contents Page
This recent development was first SGNIC launches Internationalised Domain Names with highlighted in the Allen & Gledhill Intellectual Property & Technology effect from 4 July 2011 Review of 12 July 2011. If you would like to be on our intellectual With effect from 4 July 2011, the Singapore Network Information Centre property and technology related electronic communications mailing (the “SGNIC”), the national registry for domain names, will be accepting list, please e-mail us at registrations for Internationalised Domain Names (“IDNs”). This development [email protected] enables consumers and businesses to use full Chinese and full Tamil characters in their website addresses. According to the media release by the Info-communications Development Authority of Singapore (the “IDA”) issued on 14 June 2011, the launch of IDNs allows consumers and businesses to have more options for Web addresses that their target market or audience can better identify with. The media release then gave the example of Chinese and Tamil-speaking communities in China and India who are also starting to use full Chinese and Tamil characters in website addresses.
The launch of IDNs follows the SGNIC’s release of Chinese Domain Names (“CDN”) at the 2nd ( .sg) and 3rd level ( .com.sg) in 2009. It is also consistent with the global trend of using non-Latin characters in domain names which is common in countries such as Russia, the Republic of Korea and Saudi Arabia where full IDNs have been implemented.
The SGNIC will offer the IDNs under the top-levels of and , which means “Singapore" in both Chinese and Tamil respectively. Registration of IDNs will be carried out in the phases set out below.
Phase 1: For existing CDN holders (4 July 2011 - 15 August 2011)
Phase 2: For trade mark holders, government agencies and other interested businesses and individuals (12 September 2011 - 8 November 2011)
Legal Bulletin July 2011 24 General Launch: 14 December 2011 onwards
For further information, please contact: Phase 1 and Phase 2 applicants can also apply for registering premium names (single-character domain names and numeric domain names) if they Dr Stanley Lai, SC have registered these premium names under existing .sg categories. New Tel: +65 6890 7883 premium names can also be applied for under Phase 2. [email protected]
Low Pei Lin Reference materials Tel: +65 6890 7516 [email protected] Please click here for the IDA media release of 15 June 2011 which is Tan Wee Meng available on the IDA website www.ida.gov.sg. Please also visit the SGNIC Tel: +65 6890 7518 website www.sgnic.sg for more information. [email protected] To read an article entitled “SGNIC to launch Chinese domain names in Tham Kok Leong Tel: +65 6890 7526 Singapore” which was featured in a previous issue of the Allen & Gledhill [email protected] Legal Bulletin (November 2009), please click here.
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Real Estate MAS consults on proposed residential property loans fact sheet
The Monetary Authority of Singapore (the “MAS”) is proposing to require banks, finance companies, merchant banks, and direct insurers (collectively, the “FIs”) to provide a fact sheet in a standardised format (the “Fact Sheet”) when marketing residential property loans to consumers. The Fact Sheet aims to provide, within one page, information that is considered essential to the consumer’s decision on whether to take up a residential property loan. Details of this proposed initiative can be found in the consultation paper For further information, please issued by the MAS on 22 June 2011. The consultation exercise closed on contact: 22 July 2011. Francis Mok Tel: +65 6890 7786 Reference material [email protected]
Karen Tiah The following materials are available from the MAS website Tel: +65 6890 7741 www.mas.gov.sg: [email protected] Press release Wong Sook Ping Tel: +65 6890 7794 [email protected] Consultation paper Back to Contents Page
Tax
IRAS issues e-Tax Guide on “Income Tax & Stamp Duty: Mergers and Acquisitions Scheme”
It was announced in Budget 2010 that a Merger and Acquisition Allowance (“M&A Allowance”) and stamp duty relief under the Mergers and Acquisitions Scheme (“M&A Scheme”) will be introduced to help defray the costs of acquiring companies. The relevant legislation was introduced by the Income Tax (Amendment) Act 2010 and the Stamp Duties (Amendment No. 2) Act 2010 and was effective from 1 April 2010.
Legal Bulletin July 2011 25 On 27 June 2011, the Inland Revenue Authority of Singapore (the “IRAS”) issued an e-Tax Guide on “Income Tax & Stamp Duty: Mergers and Acquisitions Scheme” (the “e-Tax Guide”) to provide guidance on the availability and application of the M&A Scheme.
Qualifying conditions under the M&A Scheme
The M&A Scheme applies to qualifying acquisitions of ordinary shares in a company (the “Target Company”) made during the period 1 April 2010 to 31 March 2015 (both dates inclusive). For the purpose of the M&A Scheme, the date of acquisition of the ordinary shares (the “Acquisition Date”) is the date the sale and purchase agreement for the ordinary shares is entered into or, if there is no agreement, the date of the share transfer.
Under the M&A Scheme, an M&A Allowance is granted to a company (an “Acquiring Company”) who acquires the ordinary shares in the Target Company directly or through a wholly-owned subsidiary that is incorporated for the primary purpose of acquiring and holding shares in other companies (an “Acquiring Subsidiary”).
The qualifying conditions for an Acquiring Company, an Acquiring Subsidiary, a Target Company, and a qualifying acquisition are set out in the e-Tax Guide.
The M&A Scheme is also applicable to registered business trusts (with modifications where appropriate).
Allowance and relief under the M&A Scheme For further information, please contact: The amount of the M&A Allowance is 5% of the cash consideration paid for the acquisition and/or the value of any shares issued as consideration. M&A Sunit Chhabra Allowance is also available if any contingent consideration is paid in respect Tel: +65 6890 7735 [email protected] of the acquisition. The maximum amount of M&A Allowance that may be granted to an Acquiring Company for acquisitions made in the basis period Nand Singh Gandhi for a year of assessment is S$5 million. Tel: +65 6890 7838 [email protected] The maximum amount of stamp duty relief available to an Acquiring Lim Pek Bur Company under the M&A Scheme is S$200,000 per financial year. Tel: +65 6890 7096 [email protected] Reference material Tang Siau Yan Tel: +65 6890 7799 To access the full text of the e-Tax Guide from the IRAS website [email protected] www.iras.gov.sg, please click here.
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MOF consults on draft Income Tax (Amendment) Bill 2011: Implementing Budget 2011 changes
From 11 July 2011 to 1 August 2011, the Ministry of Finance (the “MOF”) conducted a public consultation and sought feedback on 37 proposed changes to the Income Tax Act. For this purpose, a draft Income Tax (Amendment) Bill 2011 (the “draft Amendment Bill”) was released and annexed to the consultation paper.
The changes in the draft Amendment Bill 2011 seek to make changes arising from proposals announced in Budget 2011, as well as non-Budget changes. The following are highlights of some of these changes.
Legal Bulletin July 2011 26 Budget 2011 changes
Enhancement of the Productivity and Innovation Credit (“PIC”) Scheme: To further encourage pervasive innovation and productivity efforts, the PIC scheme is simplified and enhanced in four main areas:
The quantum of PIC deduction is increased to 400% of qualifying expenditure (up from 250% currently), for the first S$400,000 spent on each qualifying activity (up from S$300,000 currently);
R&D conducted abroad, not just R&D done in Singapore, will qualify;
The S$400,000 expenditure cap per year for YA 2013 to YA 2015 is combined into a 3-year block of expenditure of S$1.2 million. Businesses have more flexibility to utilise any amount up to the 3-year block within YA 2013 to YA 2015 for each qualified activity.
Taxpayers can opt to receive, in lieu of a tax deduction, a cash payout of 30% of the first S$100,000 of qualifying expenditure, up to S$30,000 (up from the original S$21,000).
One-off corporate income tax rebate or SME cash grant: A corporate income tax rebate of 20% of the corporate income tax payable, capped at S$10,000 is granted for YA 2011. As many small and medium-sized (“SME”) companies pay little taxes and so may not benefit fully from the 20% rebate, a one-off SME cash grant is given instead. The grant is based on 5% of the company’s revenue for YA 2011, subject to a cap of S$5,000.
Introduction of the Foreign Tax Credit Pooling System: Resident taxpayers may elect for the pooling of tax credits on foreign tax suffered on their foreign income taxable in Singapore from Year of Assessment (“YA”) 2012 provided certain conditions are fulfilled. The amount of foreign tax credit to be granted is based on the lower of the pooled foreign taxes paid on the foreign income and the total Singapore tax payable on such foreign income.
Introduction of new Maritime Sector Incentive: All existing tax incentives for the maritime sector are consolidated under the new Maritime Sector Incentive (“MSI”) effective from 1 June 2011. There are three broad categories under the MSI: (a) International Shipping Operations, (b) Maritime (Ship or Container) Leasing, and (c) Shipping-related Support Services. Enhancements are also introduced under the MSI.
Deductions for overseas market development expenses: Presently, double tax deductions are available for certain expenses incurred by businesses expanding overseas, including expenses incurred for overseas marketing and project offices. These existing deductions have been merged and streamlined into a single scheme for promoting internationalisation.
250% Deduction on Qualifying Donations extended till 2015: For donations made to Institutions of a Public Character, Government approved museums and prescribed educational/research institutions during the period from 1 January 2009 to 31 December 2010, the tax deduction was enhanced to 250% of the amount of donation. The tax deduction of 250% of the donations made is extended for another five years for donations made from 1 January 2011 to 31 December 2015.
Legal Bulletin July 2011 27 CPF contribution rate and salary ceiling changes: It was announced in Budget 2011 that:
(a) the employer’s compulsory CPF contribution rate will be raised by another 0.5% point to 16% with effect from 1 September 2011; and
(b) the current CPF monthly salary ceiling of S$4,500 will be raised to S$5,000 with effect from 1 September 2011.
Corresponding changes are made to the Income Tax Act for the tax deduction allowed on compulsory contributions made by employers to the CPF.
For more information about the Budget changes, please refer to the Summary Table - Budget 2011 Changes.
Non-Budget 2011 changes
Application of exchange of information (“EOI”) provisions to EOI agreements: Currently, the EOI provisions of the Income Tax Act only apply to Avoidance of Double Taxation Arrangements (DTAs) that incorporate the internationally-agreed standard for the exchange of information upon request for tax purposes. The amendments to the EOI provisions are to allow Singapore to apply the EOI provisions to EOI agreements as well.
Accord MAS bills and notes tax parity with Singapore Government Securities: The amendments are intended to allow approved bills and notes issued by the Monetary Authority of Singapore to enjoy the same tax treatment as that accorded to Singapore Government Securities.
For more information about the Budget changes, please refer to the Summary Table - Non-Budget Changes
For further information, please Reference materials contact:
Sunit Chhabra For further information from the MOF website www.mof.gov.sg, please click Tel: +65 6890 7735 on the provided links to access the required information: [email protected]
Nand Singh Gandhi Press release Tel: +65 6890 7838 [email protected] Draft Income Tax (Amendment) Bill 2011
Lim Pek Bur Tel: +65 6890 7096 Draft Commencement Notification [email protected] Summary Table - Budget 2011 Changes Tang Siau Yan Tel: +65 6890 7799 [email protected] Summary Table - Non-Budget Changes
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Legal Bulletin July 2011 28 MOF consults on draft Goods and Services Tax (Amendment) Bill 2011: Implementing Budget 2011 changes
From 8 July 2011 to 28 July 2011, the Ministry of Finance (the “MOF”) conducted a public consultation on a draft Goods and Services Tax (Amendment) Bill 2011 (the “draft Amendment Bill”).
The proposed changes to the Goods and Services Tax Act (the “GST Act”) seek to implement changes announced in Budget 2011, as well as other changes to existing tax policies and administration resulting from on-going review of the goods and services tax (“GST”) system. Some of the changes are summarised below.
Budget 2011 tax changes
GST measures for marine industry: To ease GST compliance for businesses supporting the marine industry and reflect the international character of supplies relating to ships, the GST Act will be amended to introduce a new GST scheme to allow “approved marine customers” to buy or rent zero-rated goods for use or installation on a commercial ship that is wholly for international travel. Under the scheme, a supplier may zero-rate the supply of such goods to an “approved marine customer” without having to maintain the requisite documentary proof.
GST measures for the biomedical industry: To promote the international competiveness of the biomedical sector in Singapore, the GST Act will be amended to extend the Approved Contract Manufacturer and Trader Scheme to qualifying biomedical contract manufacturers. Approved contract manufacturers (including those in the biomedical sector) will also be allowed to disregard GST on services rendered on failed or excess production, and to recover GST on local purchases of goods used in the contract manufacturing process.
Zero-rating relief for supplies related to goods kept in “approved specialised warehouses”: The GST Act will be amended to introduce a new zero-rating relief for specified services supplied to overseas persons and performed on specified goods kept in “approved specialised warehouses” in Singapore. The operator of an “approved specialised warehouse” will also be able to zero-rate his supply of storage space (a supply of goods) which are provided in his business of storing specified goods for his overseas customer.
For further information, please contact: Other tax changes
Sunit Chhabra Expand the scope for local agents in Singapore to recover GST on Tel: +65 6890 7735 goods imported on behalf of overseas persons; and [email protected]
Nand Singh Gandhi Clarify the GST accounting rules for specified transactions. Tel: +65 6890 7838 [email protected] Reference materials Lim Pek Bur Tel: +65 6890 7096 For more information about the proposed changes to the GST Act, please [email protected] refer to the Summary Table on Tax Changes prepared by the MOF.
Tang Siau Yan Tel: +65 6890 7799 For further information from the MOF website www.mof.gov.sg, please click [email protected] on the provided links:
Legal Bulletin July 2011 29 Press release
Draft GST (Amendment) Bill 2011
Draft GST (General) (Amendment) Regulations 2011
Draft GST (Imports Relief) (Amendment) Order 2011
Draft GST (International Services) (Amendment) Order 2011
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General
MAS issues regulations providing for sanctions and freezing of assets in relation to Libya
The Monetary Authority of Singapore (Sanctions and Freezing of Assets of Persons - Libya) Regulations 2011 (the “Regulations”) was gazetted on 4 July 2011 and came into operation on 8 July 2011.
The Regulations assist in giving effect to United Nations Security Council (the “UN Security Council”) Resolution 1970 (2011) and Resolution 1973 (2011).
The Regulations apply to all financial institutions in Singapore and impose obligations in relation to designated persons. A designated person is any individual or entity set out in the UN List, which is a list of individuals or entities identified by the UN Security Council or the Committee of the UN Security Council (the “Committee”) as individuals or entities to whom or which the measures referred to in paragraph 17 of Resolution 1970 (2011) and paragraph 19 of Resolution 1973 (2011) apply. The Regulations provide for various matters including:
Freezing of assets of designated persons;
Prohibition against supply of financial or other assistance to the Libyan Arab Jamahiriya;
Duty of financial institutions to provide information to the MAS; and
Duty of financial institutions to exercise vigilance.
Reference materials For further information, please contact: Please click on the provided links to access the following UN Security Francis Mok Council resolutions from the relevant UN webpage Tel: +65 6890 7786 www.un.org/sc/committees/1970/resolutions.shtml: [email protected]
Kenny Yap Resolution 1970 (2011) Tel: +65 6890 7572 [email protected] Resolution 1973 (2011) Yap Yin Soon Tel: +65 6890 7598 To access the full text of the Regulations from the MAS website [email protected] www.mas.gov.sg, please click here.
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Legal Bulletin July 2011 30 Accounting Standards Council issues accounting standard and financial reporting framework for charities
On 24 June 2011, the Accounting Standards Council (the “ASC”) issued a Charities Accounting Standard (the “CAS”) and set out a financial reporting framework for the preparation and presentation of charities’ financial statements.
Financial reporting framework
Under the new reporting framework, charities either comply with the CAS or the existing Financial Reporting Standards (“FRS”).
The CAS sets out the basis for preparing and presenting financial statements for the charity sector. The CAS complements the FRS and most charities will be able to choose between adopting the FRS or the CAS with the exception of those which hold significant investments in subsidiaries, associate or joint ventures which are not charities, in which case, the FRS must be complied with.
Charities which adopt the FRS are required to comply with the additional regulatory requirement specified under the Charities (Accounts and Annual Report) Regulations 2011 to provide specific disclosures in their financial statements on loans extended to any parties. Useful references
The Charities Accounting Standard and the related documentation released with regard to the financial reporting framework are available on the Charity Portal, www.charities.gov.sg. The following are links to some of the documentation:
Press release
Charities Accounting Standard
For further information, please Statement of Applicability contact: Accounting Template Chan Hian Young Tel: +65 6890 7813 [email protected] Explanatory Notes
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News
Acquisition of Allgreen Properties Limited
Brookvale Investments Pte. Ltd. (the “Offeror”) is seeking to acquire all the issued ordinary shares in the capital of Allgreen Properties Limited (“Allgreen”) by way of a voluntary conditional cash offer (the “Offer”), at an offer price of S$1.60 in cash per share to all the shareholders of Allgreen who accept the Offer. This deal is valued at approximately S$2.54 billion in aggregate.
Advising the Offeror are Allen & Gledhill LLP Partners Lim Mei, Hilary Low and Lynn Ho, and Associate Mark Quek.
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Legal Bulletin July 2011 31 Silver Oak Ltd.’s Series 002 Commercial Mortgage-Backed Notes
Silver Oak Ltd. (“Silver Oak”) issued US$645 million Class A Secured Floating Rate Notes Due 2018 as the second series of commercial mortgage-backed securities ("CMBS") under its S$10 billion Secured Medium Term Note Programme (the “Programme”). Established in 2006, the Programme is backed by, inter alia, a mortgage over Raffles City Singapore. The proceeds from the CMBS were on-lent to RCS Trust, an unlisted unit trust, of which 60% is held by CapitaCommercial Trust (“CCT”) and 40% by CapitaMall Trust (“CMT”), the sponsors of the CMBS.
Advising CCT and CMT are Allen & Gledhill LLP Partners Margaret Chin, Magdalene Leong, Cara Chan, Eudora Tan and Fock Kah Yan, Senior Associates Diana Lim and Ong Kangxin and Associate Daniel Yeo.
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Equity Fund Raising by Olam International Limited
Olam International Limited completed an equity fund raising exercise comprising a placement of new shares and a pro rata, non-renounceable preferential offering of new shares. The estimated gross proceeds from the exercise are approximately S$494.53 million. Credit Suisse (Singapore) Limited, J.P. Morgan (S.E.A.) Limited, Standard Chartered Securities (Singapore) Pte. Limited and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch were the joint lead managers, joint bookrunners and joint underwriters.
Advising the joint lead managers on the equity fund raising exercise are Allen & Gledhill LLP Partner Shawn Chen and Senior Associate Sue-Ann Phay.
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Issue of A$500 million Senior Unsecured Floating Rate Notes due 2014 under the US$5 billion Programme for Issuance of Debt Instruments of Oversea-Chinese Banking Corporation Limited
Oversea-Chinese Banking Corporation Limited (“OCBC”) has issued A$500 million Senior Unsecured Floating Rate Notes due 2014 (the “Notes”) under its US$5 billion Programme for Issuance of Debt Instruments. The Notes will be listed on the Singapore Exchange Securities Trading Limited. National Australia Bank Limited, Oversea-Chinese Banking Corporation Limited, The Royal Bank of Scotland plc, Australia Branch and Westpac Banking Corporation acted as the joint lead managers and joint bookrunners for the issue.
Advising OCBC as to Singapore law are Allen & Gledhill LLP Partners Au Huey Ling and Long Pee Hua and Senior Associate Lam See Wai.
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Legal Bulletin July 2011 32 Acquisition of Hsu Fu Chi International Limited
Nestlé S.A. (“Nestlé”) is proposing to acquire an aggregate interest of 60% of Hsu Fu Chi International Limited (“HFC”), 43.52% by way of a scheme of arrangement and 16.48% from individual shareholders. Nestlé has entered into an implementation agreement with HFC for the scheme, which will involve a transfer of the scheme shares for a cash consideration of S$4.35 per scheme share. Credit Suisse (Singapore) Limited (“Credit Suisse”) is the financial adviser to Nestle in relation to the transaction, which is valued at approximately S$2.1 billion.
As part of the transaction, Arisaig Asia Consumer Fund Limited has entered into an irrevocable undertaking to vote its 8.95% shareholding in HFC in favour of the scheme.
Advising Credit Suisse are Allen & Gledhill LLP Partners Andrew M. Lim and Christopher Koh and Senior Associate Wong Yi Jia.
Advising Arisaig Partners (Asia) Pte Ltd, investment adviser of Arisaig Asia Consumer Fund Limited, are Allen & Gledhill LLP Partners Prawiro Widjaja and Song Su-Min and Associate Lynn Tan Jin Ling.
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S$2.16 billion revolving credit facility to SingTel Group Treasury Pte. Ltd.
SingTel Group Treasury Pte. Ltd., a subsidiary of Singapore Telecommunications Limited (“SingTel”), signed an agreement for a three year S$2.16 billion committed revolving credit facility with 12 banks for general corporate purposes. The 12 banks comprise Australia and New Zealand Banking Group Limited, Bank of America, N.A., The Bank of Tokyo- Mitsubishi UFJ, Ltd., Citibank N.A., Deutsche Bank AG, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Mizuho Corporate Bank, Ltd., Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and United Overseas Bank Limited. This facility is guaranteed by SingTel.
Advising SingTel and SingTel Group Treasury Pte. Ltd. are Allen & Gledhill LLP Partners Kok Chee Wai and Ellis Tang, and Senior Associate Andrew Chan Han Yang.
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Allen & Gledhill New Partners 2011
We welcome the admission of our new Partner, Chen Lee Won with effect from 1 July 2011. To view the announcement, please click here.
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Legal Bulletin July 2011 33 Allen & Gledhill wins Who’s Who Legal Country Award 2011 for Singapore
Allen & Gledhill LLP has received Who’s Who Legal Country Award 2011 for Singapore. The Firm has won this award every year since its inception in 2006. To view the announcement, please click here.
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Legal Bulletin July 2011 34 Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989
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