An Official Publication of the Law Society of Singapore | April 2014 Harneys Is Pleased to Announce the Opening of Our 6LQJDSRUHRI¿FH

An Official Publication of The Law Society of Singapore | April 2014 Harneys is pleased to announce the opening of our 6LQJDSRUHRI¿FH

Colin Riegels - Partner Banking, Finance & Corporate [email protected]

Lisa Pearce - Partner Investment Funds [email protected]

Shari Hawke - Counsel Corporate & Funds [email protected]

Richard Griffi ths - Senior Associate Banking & Finance richard.griﬃ [email protected]

Henno Boshoff - Associate Trust & Private Wealth henno.boshoﬀ @harneys.com

Zitian Ng - Associate Banking & Finance [email protected]

Harney Westwood & Riegels HARNEYS | Singapore 20 Collyer Quay #21-02 Singapore 049319 T: +65 3152 1930 F: +65 3152 1931

The leading BVI law fi rm for over 50 years. A growing and dynamic Cayman practice.

British Virgin Islands Montevideo Sub-Saharan Africa Cayman Islands Hong Kong Russia, CIS & CEE www.harneys.com Brazil Cyprus London Mauritius Anguilla Singapore New Zealand 01 Presidentʼs Message

Th ree Hundred and Eighty-six A young lawyer gave me an enthusiastic wave when he saw is not a decision that they take lightly. Many struggle with me from across the lobby the other day at the Supreme it, some for years. It does seem a waste to walk away from Court building. He was cheerful, in good spirits and was on what had seemed a cherished goal just a few short years his way back to the offi ce after his hearing was done. “Off before as they graduated from law school. so quickly? You should drop by our Bar room for coffee,” I suggested to him. “Thanks, but lots to do at the offi ce,” he Soon after OLY, quite a number of young lawyers actually replied with a cheerful grin. “By the way, President, I am one called me to give me their views about why they or their of your 386!” We both laughed. friends chose to leave or are thinking about leaving private practice. Particularly poignant was a rather weary young I am told this number does have an auspicious ring to it in lady in the middle category, torn between continuing in her Cantonese. But when I fi rst mentioned it at OLY (Opening high pressure, high demand job as a litigator and crossing of the Legal Year) 2014, it wasn’t exactly in a celebratory over to another career possibly as in-house counsel. Her context. The fi gure, of course, refers to the number of love lies in practising the law as a practitioner but the lawyers in the middle category holding Practising Certifi cates pressures of handling high stakes litigation, winning them (“PCs”) as at the start of 2014. It is a surprisingly low fi gure and wining clients whilst sacrifi cing her time with family and compared to those in the junior and senior categories; friends have taken a toll on her enjoyment in a career in one that makes each of the 386 holders of PCs in this private practice she had thought she would stick to for life. category out to be rather rare and special. Like the 300 men who fought alongside Gideon in the Biblical account I do not think I was able to give her any advice or any who overcame overwhelming odds to triumph in battle or particularly enlightening pointers, but I think she appreciated the estimated 600 who staunchly defended the Alamo with the fact that what she was struggling with is a common Davy Crockett about 200 years ago, some have likened experience amongst many of her peers. The pressures and the 386 to brave men on a mission; men who would not be the commercial realities of private practice are unrelenting. deterred, whether by hardship or fortune, from the fulfi lment They demand an intensity which no doubt diminishes the of their mission. Whilst such comparison no doubt is well strength or stamina for a full and extended career. Such intended, I think it is hardly a fair one. pressures in turn create push factors which coupled with the pull factors presented as a result of the economic boom In the fi rst place, I do not think there is any justifi cation to we have experienced over the last eight to nine years, say that those in the middle category who have chosen to have been a big reason for the crossovers and even for leave private practice are any less committed either to the the sizeable numbers who apparently have entirely left the profession or to fulfi lling their own dreams and ambitions. profession for careers in the arts, in banking, in the food and Anecdotal evidence appears to suggest that a good number beverage industries and as entrepreneurs. of our younger members do leave private practice after a few years to pursue professionally fulfi lling as well as rewarding It is not that the profession is all that bad; it is also a case careers either in-house, in the Courts, with MinLaw or the that our economy has been that good. And our members Attorney-General’s chambers. Such “crossovers”, whilst still are that talented and versatile. a loss for private practice, do not result in a loss of talent from the profession. They do, however, raise questions as An interesting article appeared recently in our Straits Times, to the ability of our fi rms to retain talented and promising highlighting the beautiful blooms that have been sprouting young lawyers for a full career in private practice. all over Singapore, in very much the way the world renowned cherry blossoms have been adorning the parks What I do know is that when the lawyers think about and highways in Japan this time of the year. Singaporeans crossing over (or even leaving the profession entirely), it identify with that story. Our pink mempats, trumpet trees Continued on page 4

Singapore Law Gazette April 2014 Contents

President’s Three Hundred and Eighty-six 01 Message M

News Diary and Upcoming Events 06 Council and Committee Updates 08 N The Law Society’s Defence Assist Scheme 10 Part B of the Singapore Bar Examinations 2013 14 Features Discovery Disputes Under the Criminal Case Disclosure Conference Regime 16 – Process and Resolution F Bonus Payments: Who Calls the Shots? 22 How Well Do You Understand the Personal Data Protection Act 29 and its Practical Implications?

Columns Ethics In Practice – Silence is Golden 37 C Legal Management – Valuation of Intellectual Property 38

Lifestyle Alter Ego – The Occupiers’ Liability 41 L Travel – Sipadan – Divers Paradise in Peril 43

Notices Professional Moves 50 N Information on Wills 52

Appointments 55 A

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Continued from page 1

and yellow fl ames, among others have been brightening our build greater capacity on the part of our younger members highways and lorongs with their bursts of colours since late to better take the stresses that come with private practice. I March this year. I happened to run into Mr Poon Hong Yuen, can think of some of the good soil deeper roots can be sunk Deputy Secretary (“DS”) at MinLaw recently. Mr Poon was into; pro bono involvement, mentoring younger lawyers, formerly CEO at the National Parks Board, so he knows his teaching and volunteering with the Society. And if the story plants. of the blooms do apply similarly to the struggles of our younger members, who is to say that beauty and vibrancy “What’s with these blooms?” I asked him. DS explained that will not adorn their careers in the years to come? the unusual drought followed by the heavy rains probably provided a stress to the trees and that seemed to have The fi gures are looking encouraging. According to PC brought about the blooms. Even the species of plants that applications fi led as at 2 April 2014, some 394 applicants do bloom in normal conditions seem to fl ower better in the hail from the middle category; a modest increase from the recent dry and then wet spells. It suggests these trees have 386 holders of PCs in this category at the beginning of the deep roots and reserves of resilience and that stresses to year. Modest yes, but in the circumstances, any increase the system can bring out pleasant surprises after the trial cannot be considered to be insignifi cant. is over. I believe the fi gures can still be better and we can all play a I mulled over what DS shared. I would like to think that role to help achieve that in the years to come. there is a point of encouragement for us in the story of the blooms. Perhaps in the midst of the struggle, if we can fi nd ► Lok Vi Ming, Senior Counsel a way to help our young lawyers sink deeper roots into the President profession, not just into the business of the profession, but The Law Society of Singapore into the heart and soul of it, we might just be helping to

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Singapore Law Gazette April 2014

06 News Diary and Upcoming Events Diary

4 March 2014 5 March 2014

Seminar on Mediation Advocacy Recruitment of Volunteers for Defence Assist Scheme

Co-organised by the Law Society Organised by the Communications of Singapore and Singapore and Membership Interests Mediation Centre Department 5.00pm-7.00pm 12.30pm-2.00pm Supreme Court of Singapore The Law Society of Singapore

17 March 2014 18 March 2014 28 March 2014

Book-Keeping for Law Practices Ethics in Practice for Practice Legal Profession (Solicitors Course Trainees (Second Run) Accounts) Rules for Practice Trainees (First Run)

Organised by the Continuing Organised by the Continuing Organised by the Continuing Professional Development Professional Development Professional Development Department Department Department 9.30am-12.00pm 2pm-6pm 9.30am-12.00pm Singapore Management University NTUC Business Centre Singapore Management University Upcoming Events

1-3 May 2014 7 May 2014 9, 16, 23 &

Annual Malaysia/Singapore Personal Data Protection 30 May 2014 Bench & Bar Games 2014 Seminar Series of Probate Seminars

Singapore Law Gazette April 2014 IN-HOUSE PRIVATE PRACTICE

Assistant Manager (8+ PQE), Singapore Corporate Partner (10+ PQE), Singapore Leading manufacturer of plastics and chemicals seeks This well-established law firm is seeking to add a senior a lawyer for a role with APAC coverage. The successful corporate lawyer to its team to meet the diverse needs candidate will manage, review and negotiate a of its blue-chip clientele. You will need substantial variety of contracts including operational, logistics and experience in M&A and/or corporate finance. shipping contracts, for the APAC business teams and Knowledge of Takeover Code and Listing Manual would shall advise management on compliance obligations also be an added advantage. This is an exciting including providing legal and compliance training to opportunity for an independent self-motivated junior business units. The successful candidate should have partner to build a practice, and be rewarded with a fast a working knowledge of anti-corruption laws and career track. Experienced partners with an existing team competition laws. Good leadership, organisational and will also be considered. [S15472] communication skills are vital to this role. In-house experience is preferred. [S15577] Disputes Partner (8+ PQE), Singapore Regional Counsel (8+ PQE), Singapore This disputes practice is one of the top-ranked and most established in Singapore, and is seeking to add a junior An MNC reinsurance group serving clients in the partner with substantial experience in commercial fast-growing Pan-Asian region offers an exciting litigation and arbitration. The ideal candidate will have standalone opportunity for a motivated and commercial breadth of experience working out solutions for clients minded legal counsel. You will provide support for key in diverse areas of law, including financial, corporate business functions extending to board and shareholder or regulatory disputes. Helmed by well-respected names affairs, business development, human resource, IT, in the industry, this team will expose you to quality work corporate communications, finance and accounts, and blue-chip clients. [S15466] treasury, investment and corporate secretarial matters. Corporate commercial experience gained both in a law firm as well as in-house, is highly desirable. Insolvency Litigation Lawyer (7+ PQE), Singapore Candidates with regional exposure, and with experience in the financial services industry and dealing with A global international firm is seeking an experienced regulators, will be looked upon favourably. [S15570] litigator with insolvency experience. The ideal candidate should be a Singapore qualified senior associate or junior partner with a top-tier law firm who has Legal Counsel (8+ PQE), Singapore experience in insolvency/restructuring matters. If you are a litigator who specializes in banking disputes and Global MNC seeks a lawyer for a standalone role based would like the opportunity to be more focused in this in Singapore. Reporting to the APAC general counsel, area, your application will also be considered. The this hire will be responsible for managing the full preferred candidate will be self-motivated, mature and range of legal, risk, governance and compliance business-minded with excellent technical skills. This issues affecting the daily operations of the business in is a rare opportunity for an experienced disputes lawyer Singapore. The ideal candidate would be a team player to build a practice with a global law firm. [S10204] with solid corporate commercial experience and strong negotiating and communication skills. In-house experience is preferred. [S3268] M&A Associate (5-8 PQE), Singapore The well-known corporate practice of this international Data Protection Officer (Contract) (6-8 PQE), law firm in Singapore is seeking to add a mid-level corporate lawyer. If you are with a top-tier law firm and Singapore have both private and public M&A experience, you should apply. Our client is looking for a candidate with A major private equity investment firm is looking for the right personality and the ability to work well in a data protection officer (on a 2-year contract) to a team. This is an excellent opportunity to join a strong manage, in consultation with the internal legal and growth platform and work on high profile cross-border compliance teams, the firm’s compliance framework transactions. Highly competitive remuneration is with respect to the new Personal Data Protection Act. available for the right candidate. [S15019] The ideal candidate should have a law degree, excellent interpersonal, communication and analytical skills and be able to independently project/program Banking & Finance Associate (2-5 PQE), manage across multiple functions. [S15764] Singapore Hospitality Lawyer (4-7 PQE), Singapore A highly prestigious international firm is seeking a junior Banking & Finance associate to work on complex A well-known hospitality trust is looking for a lawyer to join cross-border financings throughout ASEAN. The ideal them in a standalone role. This is a good opportunity candidate will possess top academic credentials and for a business savvy lawyer to work closely with experience gained from a recognized local or management and business teams. The ideal candidate international law firm. A common law qualification is must have some experience in the hospitality industry required, as is the ability to interface with clients and and a good working knowledge of hotel management work both independently and in a team. Previous contracts. [S15574] experience with multi-jurisdictional deals would be an advantage. [S16498] Corporate Counsel (3+ PQE), Singapore Corporate Associate (1-5 PQE), Singapore A leading local listed company seeks a Singapore Our client, a local law firm with a well-regarded qualified lawyer to join their legal team. The successful corporate practice is exceedingly busy and is seeking candidate will be involved in corporate work relating to a junior associate to join its expanding team. If you joint ventures, collaborations and mergers and are a lawyer who has had some experience with IPOs acquisitions, various forms of financing as well as SGX and corporate finance matters gained in a recognised compliance work. The ideal candidate should have practice, and are looking for a dynamic growth similar experience, preferably in a public listed company opportunity, you should apply. Non-Singapore admitted and be able to work independently. The role entails lawyers with excellent experience and credentials will some travel. [S15805] also be considered. [S3373] 08 News Council and Committee Bulletin

Upcoming Events (continued)

28 May 2014 25 August 2014 2-4 October 2014

Mandatory Ethics Programme 2nd Regional Insolvency 3rd Southeast Asia/Asia Pro for Newly-Qualiﬁ eds Lawyers Conference Bono Conference 2014

Council and Committee Updates

Re-naming of the NIMA-PIMA Committee Request for Tender – Renovations of 39 South Bridge Road Council resolved to change the name of the NIMA-PIMA Committee (Non-Injury Motor Accident-Personal Injury The Secretariat premises at South Bridge Road will be Motor Accident Committee) to the PIPD Committee undergoing renovations in the third quarter of 2014 to (Personal Injury/Property Damage Committee) with effect increase the seating capacity to accommodate more staff. from 10 March 2014. The Society has requested for proposals for the renovation of its four-storey shop house.

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Introduction: A Familiar Scenario to Some Lawyers* The complaint was eventually dismissed. Although I succeeded in defending my name, in retrospect, it would I was puzzled when I received an envelope from the Law have been better if the task of defending myself was Society of Singapore. I wondered what its contents were. As undertaken by another lawyer who could view the dispute I prepared to slit the envelope open to reveal the message with objectivity. In my zeal to defend myself, I forgot the within, my heart palpitated furiously as I suddenly recalled wise adage: “A man who is his own lawyer has a fool for a dispute I had with a client not too long ago. The client his client”. had alleged that I had provided poor service and had overcharged him. All baseless allegations of course, but *A completely fi ctional account of a likely scenario based on harsh words were exchanged nonetheless. Regrettable. anonymous and unverifi ed anecdotal evidence. These thoughts went through my mind as the letter opener tore through the envelope. With a fi nal fl ick of the blade, the Two Forms of Complaints that Can be Lodged letter was ready to be pulled out. I hesitated a moment, then Against Lawyers reached inside the envelope and pulled out the letter. Practising members of the Law Society are subject to the It was a notifi cation from the Law Society that a complaint Legal Profession (Professional Conduct) Rules which has been lodged against me. That night, and for some set out guidelines for professional conduct of lawyers in nights after, I could not sleep. I had to defend myself and various areas. These rules may subject practising members clear my name. The distressing news occupied my mind to complaints being lodged against them. Two forms of ceaselessly. I devoted a large part of my time and energies complaints that can be lodged against lawyers are: to my own defence, thinking no one else knows my case better than I do. This meant that my work for my clients was 1. A complaint of Inadequate Professional Service inevitably affected. pursuant to s 75(A) Legal Profession Act; and

Singapore Law Gazette April 2014 11 News Defence Assist Scheme

2. A complaint of Professional Misconduct pursuant to s lawyer who is faced with a disciplinary proceeding. These 85(1) Legal Profession Act. include:

Once a complaint is lodged, there will be a due process 1. A defence counsel may provide more objectivity in the of review into the matter to conclude the outcome of the matter; allegation made against the lawyer. This process, to some respondent lawyers, may cause at best some imminent 2. A defence counsel may provide a more detached inconvenience, or at worst, constant anxiety and distress. perspective; From the Law Society’s experience, most respondent lawyers represent themselves. Whether the allegation is 3. A defence counsel may be able to better distinguish eventually dismissed or not, many lawyers would have by mitigating factors from aggravating factors; and the end of the process spent a considerable amount of time and effort in the process of defending themselves. 4. A defence counsel may be able to provide some psychological support to the respondent lawyer. Th e Defence Assist Scheme and its Beneﬁ ts

One of the Members’ Support Schemes administered by the Law Society is the Defence Assist Scheme (the “Scheme”). The Scheme was launched in 2007 when the Council noticed a trend of unrepresented respondent lawyers at Inquiry Committee proceedings and felt the need to provide these lawyers with an avenue to seek assistance. Thus, with the facilitation of the Scheme, members facing disciplinary proceedings could seek legal assistance from fellow volunteer members either on a pro bono or ad honorarium basis.

The Law Society has continuously raised awareness of the Scheme to all members. The Law Society has also engaged efforts to expand the panel of volunteer lawyers for the Scheme. As part of these efforts, a lunch seminar was organised at the Law Society on 5 March 2014 to recruit more volunteer lawyers to the panel. Mr Wong Meng Meng, SC and Mr Gregory Vijayendran, both members of the Inquiry Panel, shared information on the Scheme as well as their perspectives as members of the Inquiry Panel.

Members present at the seminar were introduced to the latest amendments to the Legal Profession (Amendment) Act 2012 (the “Act”) by Mr Gregory Vijayendran. He explained the complete process of a disciplinary proceeding and used a case study to illustrate how references were made to the Act during the inquiry process.

Mr Wong Meng Meng, SC, on the other hand, noted that while the Law Society extends such assistance, not all respondent lawyers see the good in it. Some may prefer to defend themselves while others are not even convinced It was highlighted that the process of a disciplinary that there is a need to defend themselves as they would proceeding can be highly exasperating and taxing for a leave it to justice to seek the truth. Although the decision respondent lawyer, and this burden is made greater when to engage a defence counsel would ultimately lie with the considering the fact that he still has his ongoing obligations respondent lawyer, both speakers enlightened members and duty to his clients to take care of as the disciplinary with the advantages that a defence counsel may bring to a proceedings unfold. More crucially, such proceedings can

Singapore Law Gazette April 2014 12 News Defence Assist Scheme

potentially harm a lawyer’s professional career, which Note: may inevitably intensify the pressure faced by the lawyer. Special reminder on the Professional Indemnity (“PI”) Hence, both speakers urged fellow members to recognise Scheme: Members who intend to ﬁ le a claim under the PI these factors as the rationale that drives the Scheme. Scheme to cover the legal costs of possible Disciplinary More importantly, members were encouraged to lend their Tribunal proceedings are reminded to notify Lockton assistance to the Scheme as the Law Society strives to Companies (Singapore) Pte Ltd (the “scheme broker”) ensure that there is always assistance available whenever when a complaint has been lodged. Any further enquiries a fellow member requires help. should be made to the scheme broker.

The seminar followed with a question and answer session ► Krystel Ee where a young lawyer expressed interest in volunteering Communications and Membership Interests Department as a defence counsel but questioned his practical ability to The Law Society of Singapore do so, owing to his inexperience as a young lawyer. To this, both speakers assured that guidance can be extended to Other support schemes administered by the Law Society young volunteers as long as they are willing to help fellow include: members. 1. Practice Consult The Law Society would like to thank Mr Wong and Mr Vijayendran for their support of the Defence Assist Scheme. 2. PracMentor Those interested to volunteer or who wish to ﬁ nd out more about the Scheme may approach the Communications and 3. Mentoring Scheme for Small Firms Membership Interests Department at communications@ lawsoc.org.sg. 4. LawCare

5. SCMediate

6. Cost Dispute Resolve

7. Welfare Fund

8. Scholarship

For more information, please refer to the Society’s website www.lawsociety.org.sg (For Members > Support Schemes) or e-mail [email protected].

Singapore Law Gazette April 2014 Creating Vibrant Pro Bono Ecosystems to Strengthen Access to Justice “Public-Private-People Vision”

The 3rd Southeast Asia/Asia Pro Bono Conference, organised by The Law Society of Singapore and Bridges Across Borders Southeast Asia Community Legal Education Initiative (BABSEA CLE) will bring together lawyers, in-house counsel, civil society and non-proﬁ t representatives, academics, the judiciary, policy makers, law students and other stakeholders in the pro bono ecosphere to consider the many ways pro bono initiatives can strengthen access to justice in Southeast Asia and internationally.

The conference and workshop will consist of an exciting mix of keynote speeches, panel discussions, poster presentations and interactive workshop sessions. The sessions will provide a unique space for participants to collaborate to improve access to justice for some of the region’s most marginalised communities.

Save the Date Now and we look forward to seeing you on 2-4 October 2014!

For more information, please email us at: [email protected] 14 News Part B Bar Examinations Part B of the Singapore Bar Examinations 2013

Commendation List Prize Award List

The list of top 24 candidates was based on the distinctions Pursuant to s 4(1)(g) of the Legal Profession Act (Chapter awarded to candidates. 161), the Singapore Institute of Legal Education has resolved to award the following prizes: No. of Position Name Distinctions in Class The Singapore Institute of Legal Education Prize for the Best Students on the Course Chong Wei-Zhen Amanda 4 Joint 1st Chong Wei-Zhen Amanda Priscilla Lim Jiao Ling 4 Priscilla Lim Jiao Ling Chiam Yee Sheng 3 Koh Ngiap Hong (Xu Yehong) 3 The Singapore Institute of Legal Education Prize for the Best Student in Ethics & Professional Kuan Ling Li, Sabrina (Guan 3 Responsibility Lingli) Joint 3rd Priscilla Lim Jiao Ling Liu Zhao Xiang 3 Reka Mohan 3 The Law Society of Singapore Prize for the Best Delwin Singh 3 Speaker in Advocacy Tan Zhi Feng (Chen Zhifeng) 3 Pereira Shaun Ang Leong Hao (Hong 2 LiangHao) The Singapore Institute of Legal Education Prize for Ang Yong Sheng, Jonathan 2 the Best Student in Criminal Litigation Practice (Hong Yongsheng) Ang Leong Hao (Hong LiangHao) Chan Kar Fai, Ivan (Chen 2 Jiahui) The Singapore Institute of Legal Education Prize for Chiew Ning Xin 2 the Best Student in Insolvency Law and Practice Chng Kaiqing, Mavis (Zhuang 2 Hannah Tjoa Kai Xuan Kaiqing) Fang Hao Wen, Bryan 2 ► Examinations Department Singapore Institute of Legal Education Gan Hong Chew (Yan 2 Hongzhou) Joint 10th Goh Huijun, Adeline 2 Ko Weifen, Cindy (Xu Weifen) 2 Randeep Singh Koonar 2 Lau Hui En, Charisse 2 Low Chin Yong, James (Liu 2 Zhenrong) Soh Peiqi, Cheryl 2 Tay Zhuo Lin, Cheryl (Zheng 2 Zhuolin) Teo Xue Fen 2

Singapore Law Gazette April 2014 Employment Law in Singapore 4th Edition

by Ravi Chandran

Employment Law in Singapore, 4th Edition takes into account the changes to the Employment Act which came into force on 1st April 2014, as well as other legislative and case law developments. This publication is fully referenced with the latest legislation and case law and each chapter has a clear overview of the subject matter and is broken down into bold headings covering each focal point for revision and reference. This edition also has a new and very detailed index thereby making it easier to use.

Written in a clear and concise language, this publication is a comprehensive text on employment law in Singapore which considers both basic as well as sophisticated issues. It is written for both the legally trained and for those who are not legally trained, such as employers, employees, business students and human resource practitioners.

"Since the previous edition of this book, there were a slew of changes to labour legislation and policies in Singapore. In particular, we saw the milestone Employment Act 2013 amendments which expanded the scope of coverage of the Act to PMEs. The Personal Data Protection Act and the Progressive Wage Model through the Environmental Public Health Act were also introduced and passed as law.

.... It is therefore with great delight and appreciation that Ravi has updated the law and policies in this fourth edition. I applaud his untiring efforts in bringing this comprehensive and well-researched piece to fruition. This book is a key employment law academic research piece in Singapore and serves not just legal practitioners, academics and students but equip human resource and industrial relations practitioners with the necessary knowledge in this growing area of law."

Foreword by Patrick Tay Teck Guan, Assistant Secretary-General, NTUC

Table of Contents

Chapter 1 Introduction Chapter 2 Entering into a Contract of Employment Chapter 3 Terms of the Contract of Employment Chapter 4 Obligations of the Employer Chapter 5 Obligations of the Employee Chapter 6 Termination of the Contract of Employment Chapter 7 Health and Safety at Work Chapter 8 Trade Unions and Industrial Relations 86-4

Chapter 9 Changes in the Employing Enterprise 40-6 Chapter 10 Employment of Foreign Employees

: 978-981-4 About the Author ISBN SGD Ravi Chandran has written widely in the area of employment law, both locally and internationally, his work has been cited in court judgments, 171.20* books and journal articles. His opinion on employment law matters has *Price inclusive of 7% GST been sought by, among others, law ﬁrms, government-linked organisations and the International Labour Organisation. Ravi Chandran is also currently the President of the Asian Society of Labour Law Scholars.

To order, please contact our Helpdesk at Tel: +65.6349.0110 or Email: [email protected] or Twitter: @HelpLNSG 16 Feature

This article sets out a summary of the recent Court of Appeal decision in PP v Li Weiming and others [2014] SGCA 7 (“Li Weiming”) and the writers’ thoughts on the implications of the decision. In Li Weiming, the Court of Appeal had occasion to consider, inter alia, the ability of the Court to ensure compliance by both the Prosecution and the Defence of their obligations under the Criminal Case Disclosure Conference (“CCDC”) regime, the consequences for non-compliance and the level of disclosure required in a Summary of Facts ﬁ led during the CCDC process. Discovery Disputes Under the Criminal Case Disclosure Conference Regime – Process and Resolution One critical part of the Case for the Prosecution (“CFTP”) is a summary of the facts in support of the charge.4 An accused person would also have to ﬁ le a summary of the facts of his Defence in the Case for the Defence (“CFTD”).

In Li Weiming, a contention by the respondents that the Prosecution’s Summaries of Facts were insuffi ciently particularised in each of their cases led to applications being taken out by each respondent in the District Court for more particulars, alternatively for the Court to order a discharge not amounting to an acquittal (“DNAQ”). After the District Court dismissed all of the applications, the respondents successfully petitioned the High Court to revise the District Court’s orders, which in turn led the Public Prosecutor (“PP”) to fi le a Criminal Reference to refer four Questions of Law to the Court of Appeal. The CCDC regime was introduced in the Criminal Procedure Code 2010 (“CPC 2010”). It was meant to usher in a new Background Facts era of pre-trial criminal discovery and “a move towards greater procedural fairness and transparency in the criminal The three respondents were each jointly charged with justice system”.1 a single charge of conspiracy to falsify accounts (under s 477A read with s 109 of the Penal Code) and fi ve charges The CCDC regime created “a formalised system of of conspiring to remove from jurisdiction or transfer property reciprocal disclosure that imposes obligations on both the that represented their benefi ts of criminal conduct (under Prosecution and accused to reveal aspects of their cases s 47(1)(b) of the Corruption, Drug Traffi cking and Other and the evidence that each party intends to rely on at the Serious Crimes (Confi scation of Benefi ts) Act read with pre-trial stage”.2 This would facilitate smoother trials, as the s 109 of the Penal Code). The CCDC regime applied to all accused would know the case that he had to meet and the six joint charges that the respondents faced. Prosecution would not be caught off-guard by the Defence raised by the accused.3 All three respondents had separate representation and the Prosecution served separate CFTPs on each of them. The Since the CCDC regime was introduced, there have been respondents took issue with the lack of completeness of precious few, if any, challenges in Court as to the suffi ciency the CFTPs as the contents of the respective Summaries of of disclosure by either the Prosecution or the Defence Facts were almost completely identical to the wordings of during the CCDC process.

Singapore Law Gazette April 2014 17 Feature

the six joint charges. The respondents thus contended that 3. If the answer to (2) is positive, where the Magistrate/ the Summaries of Facts did not add anything more than District Judge who presides over a CCDC has refused what the six joint charges already told them and were thus to order that the Prosecution furnish additional inadequate to properly inform them of the case they would particulars in the Summary of Facts in support of the have to meet at trial. charge fi led and served as part of the CFTP, what is the legal threshold that needs to be crossed before the The respondents each fi led applications in the District Court High Court should exercise its revisionary jurisdiction seeking further particularisation of the Summary of Facts, pursuant to s 404 of the CPC 2010? or alternatively, a DNAQ pursuant to s 169(2) of the CPC 2010. The Court was urged to order that further particulars 4. Can the Prosecution be ordered to provide facts in be furnished, as a DNAQ would simply mean that the relation to a specifi c intent to defraud for a charge under respondents could be immediately re-arrested and charged s 477A of the Penal Code in the Summary of Facts in again for the same offences, which would be a waste of time support of the said charge that was fi led and served as and resources. part of the CFTP under s 161(2) where the explanation to s 477A specifi cally provides that it shall be suffi cient The three categories of particulars sought were: in any charge under the said section to allege a general intent to defraud without naming any particular person 1. The identity of the person(s) whom the respondents intended to be defrauded? had allegedly conspired to defraud; Legislative Purpose Behind the CCDC Regime 2. The reasons why the sub-contract in question was allegedly fi ctitious; and Before dealing with the questions of law, the Court of Appeal examined the legislative purpose behind the CCDC regime 3. The roles of each respondent and the acts committed and found that the CCDC procedures were consciously pursuant to the alleged conspiracy. envisaged as a model of reciprocal discovery that would serve a commonality of interests and seek a fair equilibrium The application was dismissed by the District Court, which between the rights of the Prosecution and the accused. ruled that the Summaries of Facts were suffi cient. At the second reading of the Criminal Procedure Code Bill The respondents then fi led petitions for revision pursuant 2010 (Bill 11 of 2010) (the “Bill”), the Minister for Law, Mr K to s 404 of the CPC 2010, seeking an order from the High Shanmugam expounded the following objectives of the new Court that the decision of the District Court be set aside disclosure procedure: and that the original application for further particulars be granted, alternatively, that DNAQs be granted. Disclosure is familiar to lawyers operating within the common law system. In civil proceedings, the timely The High Court agreed that the Summaries of Facts were disclosure of information has helped parties to not suffi ciently particularised, and ordered that the PP prepare for trial and assess their cases more fully. furnish the respondents with the fi rst two categories of particulars. Criminal cases can benefi t from the same approach. However, discovery in the criminal context would need to The PP then fi led a criminal reference to refer the following be tailored to deal with complexities of criminal practice, four questions of law of public interest to the Court of Appeal: such as the danger of witnesses being suborned.

1. Does s 169 of the CPC 2010 set out comprehensively To this end, Part IX of the Bill introduces a formalised and exhaustively all the available consequences for framework obliging the Prosecution and the Defence to alleged non-compliance with the CCDC procedures? exchange relevant information about their respective cases before trial. This will introduce greater 2. If the answer to (1) is negative, does the Magistrate transparency and consistency to the pre-trial or District Judge who presides over a CCDC have the process.5 (emphasis added) power to order the Prosecution to furnish additional particulars in the Summary of Facts in support of the The Court of Appeal observed at [26] that timely disclosure charge ﬁ led and served as part of the CFTP? of information facilitated the efﬁ cient dispensation of criminal justice as both the Prosecution and the accused would then

Singapore Law Gazette April 2014 18 Feature

be in a position to evaluate the merits of their respective at CCDC proceedings under s 404. The Court of Appeal cases and decide whether a reduction or a withdrawal of the reasoned that there thus must have been a premise that the charge was warranted or whether early guilty pleas should Court may at a CCDC make substantive orders in relation be entered. The CCDC regime, therefore, encouraged the to the matters set out in s 160(1) that would affect the parties Prosecution and the accused to engage with each other and not merely schedule CCDC hearings.7 on a reasoned and open basis by providing an avenue for parties to sharpen the material issues in the cases, creating The Court of Appeal held that ss 160 to 169 of CPC 2010 a balanced and fair procedure that provides a system for should be construed purposively as creating “a minimal arriving at the truth. framework for criminal discovery that leaves a residual measure of discretion for the presiding judicial ofﬁ cer to Th e Four Questions of Law of Public Interest make interlocutory orders and directions”.

Question 1: Although the Court of Appeal agreed with the Prosecution Does s 169 of the CPC 2010 set out comprehensively and that the sanctions for non-compliance of criminal discovery exhaustively all the available consequences for alleged obligations were exhaustively contained within s 169 of the non-compliance with the CCDC procedures? CPC, the Court of Appeal clarifi ed that the power of the Court to order particularisation of the Summary of the Facts was The Court of Appeal’s Answer: not a sanction but rather a power to facilitate (and ensure No, s 169 enumerates the substantive consequences for that parties complied with) the criminal discovery process. non-compliance with the CCDC procedures in Division 2 of Part IX of the CPC 2010, but does not preclude any As such, when parties were directed to furnish more directions or orders that the Court may make in relation to particulars, they were simply being ordered to do what they compliance with the requirements for the fi ling of the CFTP were by statute bound to do but had not done. The Court and the CFTD. was thus not exercising an additional or extra-statutory power. The Court of Appeal’s Reasoning: The PP had argued in Li Weiming that all available The Court of Appeal further opined that if the Court’s only role consequences for alleged non-compliance with the CCDC at the pre-trial stage was limited to fi xing the matter for trial procedures were captured in s 169 of the CPC, ie that the or ordering a DNAQ, the effectiveness of the CCDC regime Court could draw such inference as it thought fi t or, where in achieving greater transparency, fairness and effi ciency the PP was concerned, order a DNAQ. would be undermined. Moreover, the CCDC Court would be in a better position to mete out appropriate remedial The Court of Appeal reviewed the legislative history of the responses to non-compliance, compared to the trial Court, CPC 2010 and found that it was not apparent from the where the options would be of polar extremes – a DNAQ on drafting history of the Bill or the parliamentary debates one end of the spectrum and drawing an adverse inference whether Parliament had intended for the Courts to retain on the other.8 The latter “would be of scant consolation to some residual power to manage the CCDC regime. the accused if he is unable to be properly prepared for trial due to the incomplete Case for the Prosecution”9 and would However, the Court of Appeal held that the role of the not give meaningful effect on the right to discovery. Court at the pre-trial CCDC was not a purely administrative and mechanistic one that was limited to overseeing the In conclusion, the Court of Appeal held that whilst s 169 progress of the sequential CCDC procedures. The PP had of the CPC 2010 exhaustively set out the substantive also acknowledged in oral arguments at the hearing of Li consequences for non-compliance with the CCDC Weiming that the Judge presiding over a CCDC was entitled procedures, it did not preclude the Court from making to qualitatively assess whether parties had complied with any directions or orders in relation to compliance with the their statutory obligations in fi ling their cases. requirements for the fi ling of the cases.10

The Court of Appeal noted that s 160 of the CPC 2010 set Question 2: out a list of matters to be settled at a CCDC and that the Does the Magistrate or District Judge who presides over a settling of these matters would inevitably involve the Court CCDC have the power to order the Prosecution to furnish giving incidental directions or orders. Further s 160(2) additional particulars in the Summary of Facts in support of enjoined the Court from making orders in the absence of the charge ﬁ led and served as part of the CFTP? a party if the order were prejudicial to that party. Lastly, the High Court had powers of revision over orders made

Singapore Law Gazette April 2014 19 Feature

The Court of Appeal’s Answer: as the correctness, legality or propriety of the order or the Yes, the Magistrate or District Judge who presides over a regularity of the proceedings was in question. CCDC has general powers under s 160(1)(a) of the CPC 2010 to make orders relating to the fi ling of the cases. The Court of Appeal rejected this argument. The Court This includes the power to order the Prosecution to furnish of Appeal acknowledged that that the powers of criminal additional particulars in the Summary of Facts in support of revision are generally not exercised readily so as to the charge fi led and served as part of the CFTP.11 preserve the fi nality of judgments and orders and to prevent the circumvention of the appellate process. It did not follow The Court of Appeal held that pursuant to the analysis of that the absence of an appeal against orders made at a Question 1, the powers conferred on the Court by s 160(1) of CCDC should mean that an attenuated threshold would the CPC 2010 were powers that are necessary or ancillary apply to applications seeking revision of such orders. to “settling [such] matters”. The Court of Appeal went on to observe that there was no As the term “settling” was very broad, it is implicit that the general right of appeal in the CPC 2010 against interlocutory presiding judicial offi cer had the power to do what was orders made in the course of criminal proceedings and that necessary to achieve that objective. That necessarily such orders could only be challenged as part of an appeal included the making of orders to any party to provide against the merits of the Court’s decision on the charge further particulars or information to fully comply with the proper. Where a power of revision was statutorily conferred requirements for the contents of the cases.12 with respect to a specifi c category of interlocutory orders that otherwise cannot be appealed, it was possible that the Question 3: legislature had intended to keep the scope of intervention What is the legal threshold that needs to be crossed before within the narrow scope of revision. This would balance the the High Court should exercise its revisionary jurisdiction considerations of ensuring that criminal proceedings would pursuant to s 404 of the CPC 2010? not be subject to undue delays caused by dilatory tactics, while providing a limited safeguard against interlocutory The Court of Appeal’s Answer: orders that might lead to a miscarriage of justice.13 The High Court’s exercise of its powers to revise orders made at CCDCs under s 404 of the CPC 2010 was subject to the threshold of “serious injustice”.

The Court of Appeal’s Reasoning: The PP contended that the same threshold ought to apply to the exercise of the High Court’s general revisionary jurisdiction under s 400 of the CPC 2010 (which required “serious injustice” to have occurred before intervention was warranted) and the revisionary jurisdiction for orders made at a CCDC under s 404 of the CPC 2010.

The respondents argued that a different test should be applied for the invocation of the Court’s revisionary powers under s 404 of the CPC 2010. This was because there was only a single avenue of recourse under s 404 of the CPC 2010 to challenge an order made during a CCDC (which was only interlocutory or procedural in nature). As such, the test for invocation of the power of revision ought not to be as onerous as that for revisions of ﬁ nal judgments, orders or sentences, for which there was a parallel appellate jurisdiction that entitled a party to bring a challenge on the merits of the ﬁ nal decision. The High Court could conduct a de novo review of orders made at a CCDC.

The High Court agreed that an order made at a CCDC could be revised pursuant to s 404 of the CPC 2010 as long

Singapore Law Gazette April 2014 20 Feature

The Court of Appeal provided some useful guidance for on which the offence was committed”. the application of the threshold of “serious injustice” under s 404 of the CPC 2010:14 The respondents contended that the Explanation applied to charges under s 477A but did not absolve the Prosecution 1. Orders made during CCDCs inevitably involve some from proving at trial that the respondents intended to measure of administrative discretion, exercised within defraud a specifi c person or entity, and as such particulars the context of the course of the entire CCDC process, on the person(s) to be defrauded ought to be refl ected in the which the High Court ought to accord some latitude to. Summary of Facts so that the respondents could know the case to be met. 2. As the orders that may be challenged are interlocutory in nature, what may constitute substantial injustice would The Court of Appeal examined at length the legislative have to be viewed fl exibly through this perspective, and history of s 477A from the UK and India and cases on substantial injustice need not necessarily rise to the s 477A and predecessor legislation, as well as the approach level of requiring the order to have a considerable or of other jurisdictions with statutory provisions for pre-trial immediate bearing on the actual merits of the case. disclosure before coming to its decision.

3. In assessing whether an order made at a CCDC would In connection with the answer, the Court of Appeal laid lead to substantial injustice, the Court may have due down some useful guidance as to the requisite contents of regard to the yardsticks of fairness and natural justice the Summary of Facts. The Court of Appeal noted that there and whether the impugned order would seriously was no statutory defi nition of the Summary of Facts, save undermine the statutory purpose of the CCDC regime for the substantive requirement that it has to be “in support in assisting the parties to prepare adequately for their of the charge”. The use of the word “summary” indicates cases before trial. that what Parliament had in mind was a concise, but not necessarily comprehensive, description of the Prosecution’s Question 4: case in relation to the charge, and “in support of the charge” Can the Prosecution be ordered to provide facts in relation suggests that the facts set out must establish the essential to a specifi c intent to defraud for a charge under s 477A of factual basis for the charge. The level of detail required in the Penal Code in the Summary of Facts in support of the the summary of facts should, therefore, generally suffi ce to said charge that was fi led and served as part of the CFTP provide adequate notice to the accused when read in the under s 161(2) of the CPC 2010 where the Explanation to context of the entire CFTP. s 477A specifi cally provides that it shall be suffi cient in any charge under the said section to allege a general intent to While the Court of Appeal declined to defi ne what would defraud without naming any particular person intended to constitute adequate notice on a particular set of facts, the be defrauded? Court of Appeal made the following observations:

The Court of Appeal’s Answer: 1. Facts which do not go directly to proving the legal While the Prosecution cannot be ordered in every charge elements of the charge would not be essential facts under s 477A of the Penal Code to provide facts that “in support of the charge” required in the Summary of are necessary to prove a specifi c intent to defraud in the Facts; required Summary of Facts under s 162(b) of the CPC 2010, it does not follow that facts that relate to proof of an 2. However, this was not an immutable rule. Where certain intent to defraud – including, but not limited to, the identity of elements were not required to be contained in the the allegedly defrauded party – can never be required in the charge, the summary may still be required to contain Summary of Facts for a charge under s 477A if such facts details of these elements. This would depend on the are necessary in the instant case to establish the primary precise circumstances of the charge before the Court; factual foundation for the charge.15 3. The Summary of Facts was not a mere formalistic The Court of Appeal’s Reasoning: requirement that can be satisfi ed by a cursory The Explanation to s 477A stated that “It shall be suffi cient reproduction of the elements of the charge. in any charge under this section to allege a general intent to defraud without naming any particular person intended The Court of Appeal then considered the issue of whether or to be defrauded, or specifying any particular sum of money not the respondents needed to be informed of the particulars intended to be the subject of the fraud or any particular day

Singapore Law Gazette April 2014 21 Feature

sought for the purposes of the s 477A charge at hand, and Li Weiming builds on the momentum created by the earlier concluded that the respondents were adequately informed decisions of the Court of Appeal in Muhammad bin Kadar of the case against them in the existing Summaries of Facts. and another v Public Prosecutor16 and Public Prosecutor v Goldring Timothy Nicholas and others17as the criminal The Court of Appeal then set aside the orders made against justice system in Singapore moves towards a more the PP by the High Court pursuant to s 397(5) of the CPC balanced and fair environment for arriving at the truth. The 2010. decision is much welcomed.

Conclusion

The Court of Appeal in Li Weiming has provided signifi cant ► Derek Kang* clarifi cation on the extent of the discovery obligations of Rodyk & Davidson LLP the Prosecution and the Defence, as well as the powers E-mail: [email protected] of the Court in administering the CCDC regime and in the revisionary powers of the High Court of any orders made at CCDCs. ► Tang Jin Sheng^ The Court of Appeal’s pronouncements in Li Weiming Rodyk & Davidson LLP have fl eshed out the CCDC regime much more than the E-mail: [email protected] deceptively simple wording of the CCDC provisions in the * Disclaimer: Lok Vi Ming, SC and the writers acted for the fi rst respondent, Li CPC 2010 tell us. Weiming, in the Criminal Reference.

^ The writers wish to express their appreciation to Ms Audrey Sim, a Practice Given the Court of Appeal’s answers to Questions 1 and Trainee of Rodyk & Davidson LLP, for assisting with the drafting of the article. 2, it is hoped that the Prosecution and the Defence will be encouraged to engage with each other more openly, thereby Notes focussing more sharply on the real issues in dispute. 1 At [24] of the Judgment.

2 At [25] of the Judgment. The declaration that CCDC Judges can, after qualitatively assessing the degree of a party’s compliance with its 3 See [20] of Li Weiming v PP [2013] 2 SLR 1227 (High Court) . discovery obligations, direct parties in non-compliance to 4 Section 162(b) of the CPC 2010. provide a clearer picture of their case, can only benefi t the 5 At [24] of Judgment and Singapore Parliamentary Debates, Offi cial Report (18 May criminal justice system as a whole. 2010) vol 87 at cols 413-414. 6 At [58] of the Judgment. The guidance provided by the Court of Appeal as to what the 7 At [41] of the Judgment High Court should consider in respect of petitions for revision under s 404 of the CPC 2010 will not open the fl oodgates 8 See [56] of the Judgment. for satellite litigation. The clarifi cation that “serious injustice” 9 At [53] of the Judgment. can arise if the impugned order would severely undermine 10 See [58] of the Judgment. the statutory purpose of the CCDC regime in assisting the parties to prepare adequately for their cases before trial is 11 At [61] of the Judgment. consonant with the purpose for which the CCDC regime 12 See [60] of the Judgment. was enacted. It also encourages parties to comply with 13 [69] of the Judgment the spirit of the CCDC regime by ensuring that suffi cient 14 [70] of the Judgment discovery is given to the opposing side to enable them to properly prepare for trial. 15 At [97] of the Judgment. 16 [2011] 3 SLR 1205

Though the Court of Appeal’s answer to Question 4 related 17 [2014] 1 SLR 586 speciﬁ cally to s 477A cases, the reasoning and comments on the requirements of a Summary of Facts apply to both the Prosecution and Defence in all cases that fall under the CCDC regime.

Singapore Law Gazette April 2014 22 Feature

The year-end bonus is a coveted component of remuneration packages; but do employees have a legal claim when bonuses are not paid? This article explores the changing tenor of the law concerning bonuses, and posits that, following a recent High Court judgment, employers may be held to higher standards when making the call on whether or not to pay a bonus. Bonus Payments: Who Calls the Shots?

“Are there circumstances in which an employee can have a purely discretionary. Commerzbank also leaves open the legally enforceable right to a bonus?” possibility that a failure to pay out a declared discretionary bonus might, albeit in fairly limited circumstances, amount to This perennial question1 of employment law reared its a breach of an implied term of mutual trust and confi dence head at the beginning of the recent High Court judgment in employment contracts.3 in Daniel John Brader and others v Commerzbank AG (“Commerzbank”).2 This latter proposition bears further exploration, particularly in light of the relatively incipient nature of local jurisprudence The answer, in the view of the Honorable Judicial on the substantive content of the term of mutual trust Commissioner Lionel Yee (as he then was) (“JC Yee”), and confi dence in employment contracts. The purpose was as follows: yes, but only in circumstances in which a of this article is twofold: fi rst, to examine how the law on declaration of bonus can amount to a contract separate discretionary bonuses in Singapore has changed in the from the employment contract. wake of Commerzbank, and second, to explore whether an employer’s discretion as to whether or not to pay a bonus JC Yee’s decision in Commerzbank breaks new ground must now be exercised subject to an implied term of mutual by fi nding a way around the knotty question of whether trust and confi dence in employment contracts. discretionary bonuses in employment contracts are indeed

Singapore Law Gazette April 2014 23 Feature

Th e Orthodox Position Under Singapore Law: Th e Orthodox Position May Have Been Displaced Employees Have No Legal Claim to Discretionary by Commerzbank Bonuses An unconventional departure from the long-standing The bonus is a powerful workplace incentive. Corporations position on discretionary bonuses in Singapore came in late across industries depend on sizeable bonus payouts to keep 2013. employees motivated, retain talent and attract new hires. In recent years, however, a level of caution brought about by In Commerzbank, the Singapore High Court took what can uncertain economic conditions has prompted fi rms to ramp best be characterised as a more “pro-employee” stance by up cost-cutting measures. A survey of 1,400 Singaporean holding that employees, in certain limited circumstances, employees4 showed that bonus payouts in 2013 did not can legally enforce their rights to bonuses against their meet the expectations of 63.2 per cent of the employees employers. surveyed. In fact, 35.8 per cent of the respondents did not receive any bonus for that year. The plaintiffs were 10 former employees of Dresdner Bank AG, a bank incorporated in Germany. Dresdner Bank Conventional wisdom has it that bonuses are ultimately AG had a global investment banking division known as a payout that lies entirely within the discretion of the Dresdner Kleinwort (“DKIB”). The plaintiffs worked within employer. From the employer’s perspective, this discretion DKIB’s Singapore offi ce. Dresdner Bank AG was formerly allows it the fl exibility to reduce layoffs, and perhaps even a wholly-owned subsidiary of Allianz SE. In early 2008, to keep afl oat, amidst bleak business conditions. Likewise, Dresdner Bank AG made a decision to exit the investment employees generally do not see the bonus as a staple in banking business. Allianz SE sold Dresdner Bank AG their remuneration package, and would intuitively prefer, to Commerzbank AG in early 2009 (therefore rendering in bad times, for the employer to stay sustainable (so that Commerzbank AG the named defendant in this lawsuit). the employees can keep their jobs) rather than to continue paying out fi nancially unviable bonuses. Dresdner Bank AG’s decision to exit the investment banking business left DKIB’s employees throughout the As a result, contracts of employment usually frame bonus world fl oundering. The plaintiffs claimed that many DKIB clauses as payable at the discretion of the employer. employees feared for their careers should DKIB be sold Fortunately for employers, the law in Singapore affi rms off, scaled down or wound down. A number of employees, that discretionary bonuses are payable at the employer’s rather than to sit through this period of uncertainty, tendered absolute discretion. In Latham Scott v Credit Suisse First their resignations. To maintain internal stability, DKIB made Boston (“Latham”),5 the Singapore Court of Appeal held employee retention a key priority. DKIB’s then-CEO, Dr that, on a proper construction of a discretionary bonus Stefan Jentzsch (“Jentzsch”), decided that this would be best clause in an employment contract,6 the decision to grant achieved through fi nancial incentives. On 18 August 2008, a bonus lies entirely at the discretion of an employer and Jentzsch announced a retention plan to DKIB employees that, accordingly, an employee has no legal right to claim a worldwide through a business update meeting broadcast discretionary bonus from the employer.7 This discretion, it over DKIB’s intranet (the “18 August Announcement”). was suggested, was absolute. Citing the English Industrial Jentzsch informed employees that there would be a Tribunal Case of Walz v Baring Services Ltd, the Court of minimum bonus pool of € 400 million set aside for the year Appeal went so far as to suggest that, even if a bonus was of 2008, and that there was a potential for the size of this announced or declared, there was simply no obligation on pool to go up if certain targets were exceeded. Jentzsch the employer’s part to pay.8 also informed employees that the 18 August Announcement did not give rise to individual guarantees and the pool would This position was subsequently followed by the Singapore be allocated on a discretionary basis with reference to the High Court in Tan Hup Thye v Refco (Singapore) Pte Ltd employee’s individual performance. (“Refco”),9 where it was held that, barring a term in the employment contract guaranteeing bonus payments, an On 19 December 2008, a letter was sent to all DKIB employee would have no contractual right to a bonus: “the employees who were eligible for bonuses. This letter stated discretion vested in the [employer] as to whether to pay that a discretionary bonus for 2008 had provisionally been bonus or not [is] an absolute discretion not fettered in any awarded, and each employee was informed, in the letter, way”.10 This strongly-worded holding effectively sums up of the provisional quantum he or she would be receiving. the orthodox judicial attitude towards bonuses. However, the letter also stated that the provisionally- awarded bonus sum would be subject to review in the

Singapore Law Gazette April 2014 24 Feature

event that DKIB’s revenue deteriorated. In the event of from resigning, and this was benefi cial to the defendant such deterioration, DKIB reserved its right to review and because it helped maintain the company’s stability during a reduce the provisional award. Only in February 2009 would period of fi nancial and structural uncertainty.12 An intention employees receive a statement confi rming their fi nal bonus by the defendant to create legal relations could be inferred award. from the subject matter of the 18 August Announcement – remuneration from the employer to the employee.13 February 2009 came, and DKIB employees were met According to JC Yee, it was unlikely for DKIB to have made with disappointing news. By this time, Dresdner Bank AG assurances and guarantees concerning bonuses lightly, (including DKIB) had been sold off to Commerzbank AG. especially in light of a very real risk that a mass exodus On 18 February 2009, the management of Commerzbank of employees could take place. Finally, JC Yee held that informed DKIB employees that, because of diffi culties faced there was suffi cient certainty in the terms of the contract. by Dresdner Bank AG and Commerzbank AG in 2008, no While gaps such as the exact quantum payable to each bonuses would be paid out for that year. This was shortly employee existed, it is settled law that these lacunae can be followed by an email from DKIB’s new CEO, Michael plugged, having reference to previous courses of dealings Reuther, informing employees that the provisional bonuses or past practices between parties. In this case, a suffi cient announced on 19 December 2008 would be reduced by 90 degree of certainty could have been reached by referring per cent pro rata. to methodology used by the bank in allocating past-years’ bonuses. The plaintiffs commenced an action claiming either the remaining 90 per cent of their provisional bonus awards Accordingly, a binding contract was formed between (declared in the letter of 19 December 2008), or alternatively, Dresdner Bank AG and the plaintiffs (as well as all the DKIB damages. They advanced these claims through three employees) in the form of the 18 August Announcement. arguments, out of which the following two are noteworthy This contract was altogether separate from the employment and will be discussed in this article: contracts each employee had with the bank. Under this separate contract, Dresdner Bank AG was obliged to pay all 1. The plaintiffs contended that the 18 August or substantially all of the € 400 million in the bonus pool to Announcement could be seen as a contractually-binding its DKIB employees (including the plaintiffs). By eventually promise, separate from the employment contract, that deciding to only pay 10 per cent of this amount, Dresdner a bonus pool in the amount of at least € 400 million Bank AG (and by extension, the defendant) had breached had been set aside and would be paid out regardless of this separate contract. The Court, therefore, found the DKIB’s fi nancial performance (“the Separate Contract plaintiffs entitled to the remaining 90 per cent of the bonus Approach”); and pool as damages payable for breach of contract.

2. Alternatively, the plaintiffs contended that, by failing to While the plaintiffs in Commerzbank succeeded on the pay the declared bonuses in full, the defendant was Separate Contract Approach alone, this line of argument in fact acting in capriciously, in breach of an implied might not offer much succor for prospective employees term of mutual trust and confi dence in employment seeking to claim under discretionary bonus clauses in their contracts. According to the plaintiffs, Dresdner Bank employment contracts. After all, the fi nding that there was AG had deliberately misled its employees regarding a separate contract in Commerzbank was arrived at on the the bonuses, all along intending to renege on its rather fact-specifi c nature of the 18 August Announcement. commitments to pay once it restored stability. Additionally, the Separate Contract Approach sits uneasily with the Court of Appeal’s position in Latham. In Latham, it Th e Plaintiff in Commerzbank Succeeded on the was expressly stated (albeit in obiter dicta) that “announcing “Separate Contract” Approach [a bonus] did not convert the payment of the bonus into a contractual obligation”. Despite this, the High Court in JC Yee’s analysis of the Separate Contract approach Commerzbank found that the 18 August Announcement relied on basic principles of contractual formation. The amounted to a contractual obligation to pay a bonus – a learned judicial commissioner held that that the 18 August conclusion that appears to contradict the proposition in Announcement constituted an offer to pay the employees Latham. Employees who seek to rely on the Separate bonuses from the declared minimum bonus pool. It did not Contract Approach as authority in support of a claim to a matter that the plaintiffs did not expressly accept such an discretionary bonus may fi nd themselves hard-pressed to offer. Acceptance, as a requirement, was waived in this justify their reliance on a High Court decision that openly instance because the offer was a unilateral one.11 The contradicts a prior Court of Appeal decision on the same plaintiffs provided consideration in the form of forbearance point.

Singapore Law Gazette April 2014 25 Feature

Commerzbank Affi rms an Implied Term of Mutual of reasons for non-payment (eg fi nancial hardship, austerity Trust and Confi dence in Employment Contracts etc). Employers who capriciously withhold bonus payments even after declaring or announcing them may be in breach More fertile soil in which to ground a claim for discretionary of the Implied Term. bonuses can perhaps be found in the second argument advanced by the plaintiffs: that the defendant’s failure to pay Is an Employer’s Discretion Over Whether or Not to the plaintiffs their 2008 bonus in full in accordance with the Pay a Bonus Now Tempered by a Duty to Preserve 18 August Announcement was a breach of the Defendant’s Mutual Trust and Confi dence? implied term of mutual trust and confi dence (the “Implied Term”).14 A broader and more interesting question arises in the wake of Commerzbank – to what extent does the Implied Term JC Yee held that the Implied Term was not breached in operate to limit the employer’s discretion in deciding not to the circumstances because the bank had good reason pay a discretionary bonus? to withhold the bonus in light of the increasing scrutiny the remuneration practices of the bank and the fi nancial The practical effect of the Implied Term is that the express industry in general had come under. It was also not tenable, obligations of employers (including the discretionary in the view of the Court, for the defendant’s management to obligation to pay a bonus) must be performed subject to the pay out sizable bonuses in its subsidiary companies during doctrine of mutual trust and confi dence. The Implied Term a period of remunerative austerity with regards to its own means that an employer has an obligation to “not, without employees.15 reasonable and proper cause, conduct itself it a manner calculated to destroy or seriously damage the relationship However, in the course of considering the plaintiffs’ argument, of confi dence and trust between employer and employee”.18 JC Yee conclusively affi rmed the Singapore Courts’ The employer’s conduct towards, and treatment of, the recognition of the Implied Term in employment contracts,16 employee cannot be undertaken in a capricious, perverse citing the recent judgment of Justice Quentin Loh in Cheah and inequitable manner.19 Peng Hock v Luzhou Bio-Chem Technology Ltd (“Cheah Peng Hock”) and Justice Steven Chong in Wong Leong Wei Edward and another v Acclaim Insurance Brokers Pte Ltd and another suit (“Edward Wong”).17 This is a notable development in local jurisprudence concerning employment law because, prior to Edward Wong (decided in 2010), Cheah Peng Hock (decided in 2013) and Commerzbank, it was unsettled whether or not, under Singapore law, a term of trust and confi dence could be implied into employment contracts. While there is no local Court of Appeal decision on the Implied Term, an appeal against Justice Loh’s decision in Cheah Peng Hock was dismissed by the Court of Appeal on 23 September 2013,

Judicial afﬁ rmation of the Implied Term in employment contracts is promising for employee-claimants who are looking to mount claims for bonus payments in situations where employers have previously declared or intimated that bonuses are to be payable. This is a marked departure from the orthodox positions in Latham and Refco, under which employees cannot lay a legal claim to a discretionary bonus payment regardless of circumstances, and may be the thin end of a wedge of employee/claimant litigation.

The effect of applying the Implied Term to payment of declared employee bonuses could potentially mean that, if an employer announces or declares a bonus to be payable, it cannot subsequently withhold the bonus in the absence

Singapore Law Gazette April 2014 26 Feature

An employee’s expectation to be paid a bonus is often drawn Closer to home, and in Cheah Peng Hock,23 Loh J cited Ian from the bonus clause in his or her employment contract Smith and Gareth Thomas, Smith & Wood’s Employment with the employer (although, as discussed above, such Law (Oxford University Press, 9th Ed, 2007) as follows: bonus clauses usually state expressly that the bonus is of a “discretionary” nature). In certain industries traditionally Reliance on the implied term … can arise on a wide perceived to be proﬁ table, such as banking and shipping, variety of facts, to such an extent that it can constitute bonuses are paid out regularly and some employees may something of a “wild card” in employment law, often even have been enticed to take up a position with the requiring the employer to think in terms not just of company on the promise of attractive bonuses. This creates whether contemplated or proposed conduct (for example a “bonus culture” where employees come to expect (though changes to working practices or terms and conditions) not legally) sizeable bonuses every year. If the employer is strictly lawful under the wording of the individual fails to announce or declare a bonus for the year, can the contracts, but whether objection could legitimately be employee still rely on the Implied Term to demand that a made by affected employees to the manner in which the bonus be paid (under the discretionary bonus clause)? management propose to pursue their goals.

The cases affi rming the Implied Term, decided after Latham This quote underscores the open-textured nature of the and Refco, have the potential to ameliorate the harshness Implied Term and points to the potential applicability of of the orthodox legal position on discretionary bonus (ie, that the term to an employer’s decision to pay (or not pay) the employer retains an absolute and unfettered discretion bonuses. While admittedly imposing an onerous duty on the even if it’s been declared). employer, it is not diffi cult to see how this fl ows as a direct and logical consequence of implying a term of mutual trust Given that the Implied Term now exists in all employment and confi dence into the employment contract. The Implied contracts alongside any discretionary bonus clauses, there Term must apply with equal force to all obligations set out in is an arguable case that an employer’s decision whether or the employment contract, including the discretionary bonus not to pay a bonus is now fettered. Arbitrarily withholding clause. What this means is that, if a discretionary bonus a discretionary bonus irrationally and capriciously may clause exists in an employment contract, the employer amount to a breach of the Implied Term, following which has to exercise its discretion over payment of the bonus the employee would have a legally enforceable right to the in a manner that does not damage the relationship of trust bonus payment (to be claimed as damages for breach). and confi dence between itself and the employee, in other words, in a manner that is rational and not capricious or The net effect of this could be to bring the Singapore position perverse. Where the employer possesses a discretionary on discretionary bonuses closer to case law in England. A power under the employment contract, it seems particularly line of English cases have held that an employer’s discretion important to guard against an abuse of power, given the to pay must be exercised in a “genuine and rational, as imbalance in bargaining positions that is almost inevitable opposed to an empty or irrational” manner.20 In Cantor in the employment relationship.24 Implied terms have Fitzgerald International v Horkulak,21 the English Court of a role to play in “protecting employees from harsh and Appeal held that a company was obliged to engage in a unacceptable employment practices”,25 and such a role rational exercise of its discretion to pay a senior employee has been said to be “fi rmly grounded in the values of the his bonus even when the employee’s performance had common law which “… will not permit abuse of power…”26 been adversely affected by bouts of alcohol and substance There is some inherent uncertainty in attempting to fl esh out abuse. In Clark v Nomura International plc,22 the plaintiff- the substantive content of the Implied Term. For instance, employee’s contract of service provided for a discretionary it bears noting that, in parallel litigation in the UK brought bonus which was “dependent upon individual performance”. against Commerzbank relating to the same bonus pool by The English High Court held that, under such a clause, the English employees of the bank, the English Court of the employer was bound to exercise its discretion with Appeal (Civil Division) held that the decision of the Bank to reference to the performance of the plaintiff. Given that the resile from the 18 August Announcement was a volte face employee had earned substantial profi ts for the company, by the Bank, which breached the implied term of mutual the employer was found to have breached the employment trust and confi dence.27 contract by not awarding the employee a bonus. These cases drive home the point that, while bonuses are However, it remains tolerably clear that a logical conclusion discretionary, employers remain held to certain standards of Commerzbanks’s approach to the Implied Term must be when exercising such discretion. that an employer that is in good fi nancial health but chooses to not pay a well-performing employee bonus might, in certain circumstances, be in breach of the Implied Term.

Singapore Law Gazette April 2014 27 Feature

Conclusion: Th e Changing Landscape of the Law claiming damages for breach. For employees, the practical Relating to Discretionary Bonuses implications of the holding in Commerzbank are self- explanatory. For employers, it would mean taking care not This article has attempted to make two points. to make representations (be they in the form of written or oral announcements or declarations) of payable bonus First, it highlights the law’s departure from the orthodox sums in uncertain business conditions or when there is position given by Latham and Refco in relation to no real intention to pay the bonus. The law, as advanced discretionary bonuses. Where it was held in Latham and by Commerzbank, gives an employer that has made such Refco that employees have no legal claim to a discretionary representations less room to backpedal from a promise to bonus under all circumstances, the emergence of pay, even when the employment contract expressly states Commerzbank appeared to have tempered this immutable that bonuses are to be granted at the employer’s sole principle with the following principles: discretion.

1. Announcements or declarations by an employer Second, this article has explored the broader applicability of promising to pay a bonus can amount to a contract the Implied Term beyond situations where announcements separate from the employment contract (provided all or declarations have been made in promise of a bonus. the conditions required for the formation of a contract are met) under which employer is legally obliged to pay The article posits that, given the open-textured nature of the the promised sum; and Implied Term, employers who do not expressly represent that they will pay a bonus may still be obliged to not withhold 2. Where an employer makes an announcement or bonus payments arbitrarily or capriciously as long as there is declaration promising to pay a bonus, it cannot then a bonus clause in the employment contract, notwithstanding resile from such a promise without reasonable or proper such a clause being explicitly “discretionary” in nature. cause; doing so would amount to a breach of an implied Employees, on the other hand, may see this proposition as term of mutual trust and conﬁ dence in the employment a possible avenue through which they can attempt to seek contract. redress for what they perceive to be wrongfully-withheld bonus payments, even when no representation to pay has Under both causes of action above, the employee can been made. lay a legal claim to the promised bonus sum by way of

► Choo Zheng Xi Senior Associate Peter Low LLC E-mail: [email protected]

► Fong Wei Li Associate Michael Hwang Chambers E-mail: [email protected]

The views expressed in this article are the personal views of the authors and do not represent the views of Peter Low LLC and Michael Hwang Chambers

Notes

1 For a survey of the law in this ﬁ eld prior to Commerzbank, see Ravi Chandran, “Bonus (And Other Payments) in Employment” (2012) 24 SAcLJ 338.

2 [2013] SGHC 284.

3 Ibid, at [114].

4 Kok Xing Hui, “Firms Cautious, Stint on Bonus, Pay Raise” Today Singapore (18 July 2013).

Singapore Law Gazette April 2014 28 Feature

5 [2000] 2 SLR(R). 17 [2013] 2 SLR 577 and [2010] SGHC 352 respectively.

6 Th e clause in question stated that “a bonus may be paid to you at the end of each 18 Malik v Bank of Credit and Commerce International SA (in Compulsory Liquidation) calendar year, based on Company proﬁ tability and your performance during the year”; [1998] AC 20: per Lord Steyn at 45 and 46. Th is case is widely regarded as being the ibid at [3]. most authoritative espousal of the implied term of mutual trust and conﬁ dence.

7 Supra (note 2) at [57]. 19 Clark v Nomura International plc [2000] IRLR 766 at [40].

8 Supra (note 6) at [71]. 20 Cantor Fitzgerald International v Horkulak [2004] IRLR 942 at [30].

9 [2010] 3 SLR. 21 Ibid.

10 Ibid, at [72]. 22 [2000] IRLR 766.

11 Supra (note 2) at [64], applying Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256. 23 Supra (note 16) at [60].

12 Supra (note 2) at [72], applying Williams v Roﬀ ey Bros & Nicholls (Contractors) Ltd 24 Douglas Brodie, “Legal Coherence and the Employment Revolution” (2001) LQR 117 [1991] 1 QB 1. (Oct)pp 604-625 at 620.

13 Supra (note 2) at [73], applying Chwee Kin Keong and others v Digilandmall.com Pte 25 Johnson v Unisys Ltd [2001] 2 WLR 1076 at 1084. Ltd [2004] 2 SLR(R) 594. 26 Supra (note 24). 14 Supra (note 2) at [107]. 27 Dresdner Kleinworth Limited and Commerzbank AG v Richard Attrill & Ors and Fahmi 15 Supra (note 2) at [115]-[116]. Anar & Ors [2013] EWCA Civ 394.

16 Supra (note 2) at [110]-[113].

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Former Client Conﬂicts: Sword or Shield?

Singapore Law Gazette April 2014 29 Feature

This article shall examine the key points in the Personal Data Protection Act (“PDPA”) and the practical measures required when the PDPA comes into full force on 1 July 2014. The law governing the Do Not Call Registry came into effect on 2 January 2014. How Well Do You Understand the Personal Data Protection Act and its Practical Implications? types of “organisations” governed by the PDPA. They include: (i) “an individual” carrying on a business (not in a personal or domestic capacity eg self-employed consultant); (ii) a body corporate; and (iii) a body unincorporate (eg a society or association).2 So long as an organisation handles customers’ and employees’ personal data, it is caught under the PDPA. This covers virtually all businesses in Singapore. Who is Protected Under the PDPA?

All personal data belonging to an individual (living or deceased) is protected under the PDPA. It is interesting to note that only individuals who are deceased for 10 years or more are exempt from the PDPA.3 Hence, the PDPA protects three groups of individuals: (i) customers; (ii) employees; and (iii) others (eg company directors). Who is Not Protected Under the PDPA?

Data belonging to non-individuals (eg companies) is not protected under the PDPA (eg B2B businesses). Personal data belonging to an individual deceased more than 10 years ago is also not protected under the PDPA. What Information is Protected Under the PDPA?

All “personal data”4 belonging to an individual is protected under the PDPA. Hence the following data which identiﬁ es Scope of PDPA an individual will be considered “personal data”: full name, NRIC Number, passport number, photographs and CCTV What is the PDPA About? images, personal mobile telephone number, personal e-mail address, name and residential address. Certain The purpose of the PDPA (Personal Data Protection Act) information on its own such as: “To the occupant of #15-01, is to balance the commercial need of organisations to use Block 1000A, Marine Parade Road” will not be considered individuals’ personal data and the right of individuals to “personal data”. Interestingly, personal data in a business protect their personal data.1 name card belonging to an individual is not governed (hence not protected) by the PDPA if it is not used for Who are Governed by the PDPA? personal purposes.5 Hence, if Mr Tan leaves his business name card at a seminar for the purpose of being included in Organisations that collect, use or disclose an individual’s the organiser’s mailing list to attend future similar seminars, personal data are regulated by the PDPA. There are three his personal data will not be protected under the PDPA.

Singapore Law Gazette April 2014 30 Feature

What About Personal Data Collected Before 2 July For instance, the HR department of an organisation 2014? need not obtain an employee’s consent for evaluative purposes.15 The term “evaluative purpose”16 includes: All personal data collected by an organisation before the “(a) for the purpose of determining the suitability, Appointed Date (2 July 2014) will still be valid unless the eligibility or qualifi cations of the individual to whom the individual has withdrawn his consent or objects to the use data relates – (i) for employment or for appointment to of his personal data.6 offi ce; (ii) for promotion in employment or offi ce or for continuance in employment or offi ce; (iii) for removal Th e Nine Organisation Obligations from employment or offi ce”. Hence an organisation does not need to obtain: (i) a The nine organisation obligations (“nine obligations”) that will job applicant’s consent to collect, use or disclose his be discussed herewith constitute some of the core provisions personal data to assess his suitability for the job; or of the PDPA.7 These are important legal obligations every (ii) an employee’s consent for his promotion purpose organisation must comply with. Organisations must start to or to terminate his employment. HR departments may comply with these obligations from 2 July 2014. also like to note that an organisation can also collect an employee’s personal data without his consent for the 1. Th e Consent Obligation employee’s employment, business or profession.17

Briefl y stated, an organisation must obtain an individual’s b. Required or authorised under PDPA or other written law consent before it collects, uses or discloses his personal 8 data. There are two types of consent: express consent and An organisation can collect, use or disclose an deemed consent. An express consent includes consent in individual’s personal data without his consent if it is writing. There are two types of “deemed consent”. First, required or authorised under other written law. For an individual is deemed to have given his consent if he instance, a bank need not obtain a customer’s consent voluntarily provides his personal data to an organisation and 9 if it discloses his personal data to a third party pursuant it is reasonable for the individual to do so. For instance, an to the Third Schedule, Banking Act. individual sending his CV to an organisation in response to an advertisement for a job vacancy. Second, an individual is deemed to have given his consent to the disclosure of his 2. Th e Purpose Limitation Obligation personal data by one organisation to another organisation An organisation may only collect, use or disclose an for a particular purpose.10 For instance, if A buys an individual’s personal data if it informs the individual insurance life policy from Organisation A, he is deemed to of the specifi c purpose (which must be appropriate or have consented to Organisation A disclosing his personal reasonable).18 An organisation is prohibited from using data to Organisation B for re-insurance of A’s insurance the personal data collected for a different purpose. For policy. instance, a modelling agency cannot advertise for models and use their photos for pornographic websites. However, What would constitute a valid consent? it is acceptable for the modelling agency to use the models’ personal data to send them greeting cards or to inform them There are two conditions for valid consent. First, the of new modelling opportunities. organisation must notify the individual of the purpose of the consent.11 For instance, an organisation is having a lucky draw, the participants must be informed that the personal 3. Th e Notifi cation Obligation data is for the purposes of that lucky draw. Second, the In order to obtain an individual’s consent, an organisation personal data required must be reasonable.12 For instance, must inform or notify the individual the purpose for use it is wrong for a TV vendor to ask the buyer for his entire or disclosure of his personal data.19 Hence, the “purpose” family’s personal data. Third, the organisation must not obligation and the “notifi cation” obligation are closely use false, misleading or deceptive means to obtain an connected. These are two obligations that an organisation individual’s personal data.13 For instance, advertising for will fi nd rather onerous as it handles customers’ and jobs that are non-existent to obtain personal data from employees’ personal data on a daily basis. applicants. Collection, use and disclosure without consent What must an organisation notify an individal of?

a. PDPA Exemptions (Second, Third & Fourth Schedules) An organisation must notify the individual of the purpose of the collection, use or disclosure of his personal data and also of 20 An organisation can collect, use and disclose an other purposes. For instance, an insurance company needs individual’s personal data without his consent if it falls to inform its clients that their personal data may be disclosed to within the circumstances stipulated in the Second, a re-insurance company for re-insurance purposes. Third and Fourth Schedules.14 These are very useful exemptions available to an organisation in handling customers’ or employees’ personal data without obtaining their consent.

Singapore Law Gazette April 2014 31 Feature

When should an organisation do this? minimum fee to recover the costs and time spent in acceding to the Access Request.26 An organisation must notify the individual the specifi ed purpose on or before it collects his personal data.21 Offences relating to access obligation Practical implication of Consent, Purpose and Individuals should take note that it is a criminal offence for a person to make an Access Request on another individual’s Notifi cation Obligations personal data without his authority.27 The penalty for such unauthorised access is a maximum fi ne of $5,000 or an First, an organisation must set up a formal procedure to imprisonment term not exceeding 12 months or both.28 comply with these three obligations. It should specify the Organisations should also take note that it is a criminal circumstances where it can collect, use and disclose the offence to alter, falsify, conceal or destroy any record personal data without consent by checking against the containing an individual’s personal data to avoid complying Second, Third and Fourth Schedules. with an access request.29 Second, it should design a standard form to incorporate When would an individual’s request for access be the three obligations. This standard form may be labelled denied? “Consent Form”. This form should include: the purpose of collecting the personal data, third parties the personal data First, an organisation may refuse or deny any individual may be disclosed to, withdrawal of consent, signature etc. from accessing his personal data if the circumstances fall In drafting such a form, care must be taken to avoid the within the Fifth Schedule of the PDPA.30 For instance, an use of language that is too vague or general which may employee has no right to access any HR record concerning invalidate the use of such a form. himself (eg for promotion purposes), because this would relate to “an opinion data solely for evaluative purpose”.31 4. Th e Access and Correction Obligation Pursuant to item 1(j), Fifth Schedule, an organisation can reject an individual’s Access Request for the following This is another important obligation an organisation must reasons: comply with and manage on a daily basis. 1. “Unreasonable interference” with the organisation’s a. Th e Access Obligations operation because of its repetitive nature (eg customer

22 asking for the same or almost the same personal data Every individual has the right of access to his personal data. every week); Hence, an organisation must grant an individual access to his personal data which it has in its own possession or under 23 2. “Burdensome” to the organisation or “disaproportionate its control (eg outsourced to a Data Intermediary). This to the individual’s interest” (eg customer wanting to request is called the “Access Request”. An organisation view the CCTV footage over the past one year instead must disclose all personal data belonging to an individual of a speciﬁ c date(s)); and how it has been used for the past one year.24

How to exercise an Access Request?

An organisation should design a standard Access Request form to facilitate and manage the ongoing Access Requests by customers and employees. This standard form should contain the full identity of the individual requesting for access.

How soon should an organisation respond to an Access Request?

An organisation should respond to an Access Request within 30 days.25 If it is not reasonable or possible to provide the personal data within 30 days, the organisation shall disclose the personal data to the individual at the “reasonably soonest time”.

What fees can an organisation charge for an Access Request?

The PDPA does not provide a ﬁ xed fee or a maximum fee (unlike the UK) for an Access Request. It can charge a

Singapore Law Gazette April 2014 32 Feature

3. “Trivial” information (eg check on his address postcode); company’s doctor for his life insurance application.Third, an or organisation may refuse to accede to a Correction Request if it has reasonable grounds why a correction should not be 4. “Frivolous or vexatious” (eg disgruntled ex-employee made.39 It is unclear what would constitute a “reasonable repeatedly asking for the same personal data to annoy ground” to justify a refusal to correct an individual’s personal an organisation). data which does not fall within (a) or (b) above. Perhaps an example may be where the request is made by an Second, an organisation can also deny an access request individual’s representative and the authorisation or identity to a person’s personal data if it would reveal the personal of the representative cannot be veriﬁ ed. data of another individual. For instance, a CCTV footage that captures both the individual image together with What should an organisation do when it refuses to another third party. accede to a Correction Request? Does it need to give reasons for its refusal? b. Th e Correction Obligation This is unclear in the PDPA. If an organisation is refusing on Every individual has the right to correct any error in his the ground of “‘unreasonableness”, s 22(5) merely states personal data. Hence, an organsation must allow an that the “organsation shall annotate the personal data in individual to correct any error or omission in his personal possession or under its control with the correction that was data that is in the possession or under the control of the requested but not made”. This is for internal record purpose organisation.32 This request is called the “Correction but it does not address the issue whether the organisation Request”. If the organisation has disclosed the personal needs to give reasons for refusing to correct the personal data to an organisation within a year before the correction data requested. For practical purposes, it is better to disclose request, it must also send the corrected personal data to the reason for not acceding to the Correction Request. This the other organisation.33 If an insurance company (A) has is consistent with the Hong Kong practice. corrected the personal data of its insured (Mr X), it must also inform company B (its re-insurance company) of Mr X’s Offences relating to Correction Request corrected personal data. The same offence and penalty relating to Access Request How to exercise a Correction Request? applies to a Correction Request.40

The PDPA does not provide for a standard Correction Practical implications of Access and Correction Request. Each organisation should design its own standard obligations “Correction Request Form”. In this form, it should include the identity of the individual and the particulars of the personal First, the organisation must set up a formal procedure to data to be corrected. handle the regular Access Requests and the Correction Requests. Second, it should design its own “Access/ How soon should an organisation respond to a Correction Form”. This form should include: the identity Correction Request? of individual persons requesting for access or correction, personal data to be accessed or corrected and the The response time is also 30 days upon receiving the administrative fee (for Access request) etc. Correction Request.34 5. Th e Accuracy Obligation Can an organisation charge any fee for a Correction Request? An organisation must make a reasonable effort to ensure that the personal data collected is accurate and complete Unlike an Access Request, there is no provision in the under certain circumstances discussed below.41 PDPA to impose any fee on a Correction Request.35 It would appear that an organisation has no legal authority for any When must an organisation undertake this obligation? fee to be imposed for a Correction Request. As a general rule, an organisation has no legal obligation to When can an organisation reject a Correction Request? check on the accuracy and completeness of the personal data obtained from an individual. However, there are First, an organisation need not accede to a Correction two instances when an organisation must discharge this Request if the circumstances fall within the Sixth Schedule.36 obligation. First, it is when an organisation is using the For instance, an employee cannot ask an organisation to personal data to make a decision that affects the individual change its promotion or termination report because that (eg his employment or promotion).42 Second, it is when the is an “opinion data” solely for an evaluative purpose.37 personal data is likely to be disclosed by an organisation to Second, an organisation may deny a customer’s request another organisation.43 This would include: re-insurance of to alter or correct a professional or an expert opinion.38 For life policy, or where personal data of customers collected instance, a customer cannot ask his insurance company may be disclosed to the Credit Bureau. to correct his medical report submitted by the insurance

Singapore Law Gazette April 2014 33 Feature

Practical implication of Accuracy Obligation When should an organisation cease to retain an individual’s personal data? To comply with this obligation, an organisation must exercise more care when it handles an individual’s personal data for First, an organisation must cease to retain the documents these two purposes. containing personal data or remove the means by which the personal data can be associated with an individual as 6. Th e Protection Obligation soon as it is reasonable to assume that the “purpose for which the personal data was collected is no longer being An organisation must protect the personal data in its served”.47 For instance, when an individual is no longer possession or under its control by making reasonable an employee of an organisation (ex-employee). Second, security arrangements to prevent unauthorised access, when the “retention is no longer necessary for legal or other collection, use, disclosure, copying, modiﬁ cation and business purposes”.48 For instance, when an individual is no disposal.44 longer a customer of an organisation (ex-customer). What security arrangement should an organisation When would an organisation need to retain personal have? data for a longer period

An organisation should: (i) design and organise security An organisation may need to keep for a longer period the arrangements to fi t the nature of the personal data held personal data of a disgruntled ex-customer or ex-employee by the organisation and the harm that might result from a because these individuals may sue the organisation. It may security breach; (ii) have reliable and well-trained personnel also need to retain personal data for a longer period under the to ensure the information security; (iii) implement robust requirements of other applicable laws. For instance, under policies and procedures to ensure appropriate levels of The Corruption, Drug Traffi cking And Other Serious Crimes security; and (iv) be prepared and able to respond to any (Confi scation of Benefi t Act) (“CDSA”), an organisation is security breach.45 required to keep certain documents containing a customer’s personal data for a minumum of fi ve years after the last What types of security arrangements must an transaction. organisation have? What should an organisation do at the end of the The PDPA Commission has recommended three types of retention period? security measures: (i) adminstrative measures (includes implementing procedures relating to confi dentiality An organisation must “cease to retain the documents” obligations, business continuity plan etc); (ii) physical containing the personal data of an individual. This means it measures (includes restriction of access by employees, must remove, delete or erase the document containing the proper disposal etc); and (iii) technical measures (includes personal data permanently. Alternatively, the organisation securing computer network, encrypting personnel data, may “remove the means by which the personal data can be access control etc).46 Practical implication of Protection Obligation

An organisation must establish and implement a security system to prevent any unauthorised access or abuse of the personal data in its possession or under its control. It should provide for regular audit of the security system. It must establish contingent plans and remedial measures in the event there is a breach of the security system. If the security system is outsourced to a third party, its contract must contain contractual binding provisions to ensure the outsourced party is able to comply with the Protection Obligations. 7. Th e Retention Limitation Obligation

An organisation cannot keep the personal data of an individual indefi nitely. Whilst there is no fi xed retention period, it is limited or fi xed by two factors below.

Singapore Law Gazette April 2014 34 Feature

associated with an individual”. This means to “annoymise” Practical implication of Openness Obligation the identity of the individual. The logic is that if the identity of an individual can no longer be identifi ed, the remaining data First, an organisation must, in developing its data protection no longer constitutes “personal data”.49 Hence the PDPA policy and practices, appoint one or more individuals to be does not apply. the compliance offi cer(s) under the PDPD (“Data Protection Offi cer”).52 The contact particulars (“Business Contact Practical implication of Retention Obligation Information”) of this offi cer(s) must be made available to the public.53 Second, an organisation must develop and First, an organisation must specify its retention policy and implement a compliance system to meet its obligations defi ne the retention periods for various classifi cations of under the PDPA.54 Third, as part of this compliance system, it personal data (eg customers and employees). Second, it must develop a process to handle complaints received from must specify the circumstances in which the personal data individuals (“Complaint Process”).55 Fourth, an organisation may be retained longer than the retention period. Third, it must make available to the public, upon request, its must specify the method of removal of the personal data compliance policies and practices and its Complaint (physical and digital) or anonymisation (what method). Process.56 Finally, an organisation must communicate Fourth, there needs to be a regular review to ensure that to its employees its compliance policies and practices by there is no “over-retention” of the personal data beyond the conducting internal training.57 Retention Obligation. Do Not Call Registry 8. Th e Transfer Limitation Obligation What is the Do Not Call Registry (“DNC Registry”) An organisation must not transfer any personal data outside of Singapore unless it provides the same standard of About? protection under the PDPA.50 This is particularly important The DNC Registry is set up to protect individuals from when an organisation has to transfer the personal data receiving unsolicited marketing messages (“Specifi ed to its overseas head offi ce, related offi ces or to overseas Message”) from organisations. An individual can avoid outsourced parties (“Overseas Party”). receiving any unsolicited marketing messages from any organisation by registering with any of the three registers How to ensure compliance with the Transfer Limitation (“No Voice Call”, “No Text message” or “No Fax”) under the Obligation? DNC Registry. An organisation must not send any marketing messages to any individual whose name is registered under The PDPC has recommended two ways.51 First, by entering the DNC Registry. into a contractual agreement between the organisation in Singapore and the Overseas Party. This “contractual” route When Did the DNC Registry Commence? is more suitable where the Overseas Party is a third party (eg Data Intermediary). Second, an organisation may adopt The DNC Registry came into operation on 2 January 2014. the “binding corporate rules” approach for inter-corporate rules (eg code of conduct, corporate policies) which are more suited for a multinational group of companies. These What is the Scope of the DNC Regime? legally binding instruments must contain provisions that First, the DNC regime only applies to sending marketing provide a comparable standard of protection under the messages to Singapore telephone numbers58 by telephone PDPA. calls, text messages and faxes. Hence, junk mail stuffed into our letter boxes will not be prohibited. Second, it only Practical implications of the Transfer Limitation applies to “local” marketing messages (ie both sender and Obligation recipient of the message must be in Singapore).59 Hence, overseas marketing messages received by a receipient in The organisation should draft a standard contractual Singapore are not covered. Third, all marketing messages agreement when it transfers personal data to a third party (eg advertisements) relating to the supply and promotion of overseas (“Overseas Transfer Agreement”). This agreement goods and services are covered under the DNC regime.60 should contain all the personal data protection provisions This would include the sale of all forms of goods, fi nancial under the PDPA (ie the nine obligations). If the overseas products, residential property and supply of services (eg transferee party is a related affi liate of the organisation, fi nancial services etc). it should examine and review that the internal binding corporate rules provided for the personal data protection What Does Not Come Within the DNC Regime? are comparable to those under the PDPA. The DNC regime does not cover the following messages: 9. Th e Openess Obligation it does not cover messages sent by an individual in a personal or domestic capacity.61 Hence, private phone calls, Basically, an organisation should provide information on its SMS etc are not covered. Also, any message for conducting data protection policies, practices and complaints process market research or market survey is not covered.62 Third, to the public upon request. any message sent to an organisation is not covered.63

Singapore Law Gazette April 2014 35 Feature

Hence, “B2B” messages are not covered. For the rest of the the organisation to make a refund to the complainant;69 (iii) exemptions, please refer to the Eighth Schedule. confi rm the refusal of the Correction Request or direct the organisation to correct the personal data in such manner What are the Duties of an Organisation Under the and time specifi ed by the Commission.70 DNC Regime? What Other Powers does the Commission Have? There are two statutory duties an organisation must discharge under the DNC regime. If an organisation has failed to comply with Parts III to VI (the nine obligations) of the PDPA, the Commission can give 1. Duty to check the DNC Registry. directions to the organisation to: (i) stop collecting, using or disclosing personal data in contravention of the PDPA; (ii) First, an organisation must check the DNC Registry before destroy the personal data in contravention of the PDPA; or sending any marketing messages to an individual.64 It must (iii) pay a fi nancial penalty of an amount not exceeding $1 not send any marketing messages to any individual whose million.71 name is registered under the DNC Registry. However, this duty shall not apply where the individual has given “clear Off ences, Penalties and Civil Action and unambiguous consent”.65 For instance, if Miss Tan has signed up with a gym and she ticked the “yes” box in Criminal Sanction her membership form to receive further information from the gym; this would constitute “clear and unambiguous Any person guilty of an offence under the PDPA (for which consent”. no penalty is expressly provided) is subject to a general penalty of a fi ne not exceeding $10,000 or to imprisonment Practical implication for a term not exceeding three years or to both. If it is a continuing offence, there shall be a further fi ne not exceeding An organisation must fi rst register with the DNC Registry to $1,000 per day.72 access the DNC Registry to check the DNC registers. The Commission may, in its discretion, compound any 2. Duty to identify itself. offences under the PDPA (except for the DNC offences) by accepting a sum less than half of the maximum fi ne or a Second, an organisation that makes a voice call to an sum of $5,000 (whichever is lower).73 individual regarding a marketing message must identify itself. It must not conceal its calling line identity (eg telephone It is also important to note that with regard to an Access/ numbers).66 Correction Request, it is an offence to: (i) evade such a request by disposing, altering, falsifying, concealing or The penalty for violation of either of these two duties is a destroying a record containing personal data; (ii) to obstruct fi ne up to $10,000.67 or impede the Commission in the exercise of its power or performance of its duties; or (iii) to knowingly or recklessly Practical implication mislead the Commission.74 The penalty for an offence under (i) is a maximum fi ne of $5,000 (for an individual) or $50,000 An organisation must ensure that all telemarketing (for an organisation). The penalty for offences under (ii) messages are made with identifi able telephone numbers. and (iii) is a maximum fi ne of $10,000 (for an individual) or $100,000 (for an organisation).75 Powers of Commission Civil Action Complaint to Commission by individual Besides criminal sanction, an organisation faces civil action What can an individual do if he is dissatisfi ed with an if it violates Parts IV, V and VI (the nine obligations) under organisation for: (i) refusing his Access/Correction Request; the PDPA. If a person suffers loss or damage directly as a (ii) charging on “unreasonable fee”; or (iii) taking too long to result of a contravention of any of the nine obligations by an accede to his Access/Correction Request? The individual organisation, he can sue the organisation for damages or can lodge a complaint with the Commission. seek an injunction (to stop the collection, use or disclosure of his personal data) in a civil action.76 For instance, an employee who lost his job because the HR department What Can the Commission Do? wrongly refused to allow him to correct his academic Upon receiving a complaint from an aggrieved individual, qualifi cation may threaten to sue the organisation. the Commission will review his complaint. The Commission can take any of the following actions: (i) confi rm the refusal ► Tan Sin Liang of the Access Request or direct the organisation to provide S L Tan & Co access to the complainant within such time specifi ed by the E-mail: [email protected] Commission;68 (ii) confi rm, reduce or disallow a fee or direct

Singapore Law Gazette April 2014 36 Feature

Notes 40 Section 51(1).

1. Section 3. 41 Section 23.

2 Section 2. 42 Section 23(a).

3 Section 4(b). 43 Section 23(b).

4 See deﬁ nition of “personal data” in s 2. 44 Section 24.

5 See deﬁ nition of “business contact information” in s 2. 45 Para 16.3, Key Concepts Guidelines.

6 Section 19. 46 Para 16.5, Key Concepts Guidelines.

7 See “Proposed Advisory Guidelines On Key Concepts In Th e Personal Data Protection 47 Section 25(a). Act” issued by the Personal Data Protection Commission (“PDPC”) on 5 Feb 2013 (“Key Concepts Guidelines”). 48 Section 25(b).

8 Section 13. 49 See deﬁ nition of “personal data” in s 2.

9 Section 15(1). 50 Section 26 (1).

10 Section 15(2). 51 See Part III, Proposed Regulations.

11 Section 14(1). 52 Section 11 (3).

12 Section 14(2)(a). 53 Section 11 (4).

13 Section 14(2)(b). 54 Section 12 (a).

14 Section 17. 55 Section 12 (b).

15 Item 1(f), Second Schedule.,1(f), Th ird Schedule, 1(h), Fourth Schedule. 56 Section 12 (d).

16 See deﬁ nition of “evaluative purpose” in s 2. 57 Section 12 (c).

17 Item 1(n), Second Schedule. 58 Section 38.

18 Section 18. 59 Ibid.

19 Section 20(1)(a). 60 Section 37.

20 Section 20(1)(b). 61 Item 1(b), Eighth Schedule.

21 Section 20(1)(2). 62 Item 1(f), Eighth Schedule.

22 Section 21(1). 63 Item 1(g), Eighth Schedule.

23 See deﬁ nition of “data intermediary” in s 2. 64 Section 43(1).

24 Section 21(b). 65 Section 43(3).

25 See “Proposed Regulations On Personal Data Protection In Singapore” by the PDPC, 66 Section 45(1). 5 Feb 2013, 3.7 (b)(i) at p 8 (“Proposed Regulations”). 67 Sections 44(2) and 45(2).

26 Para 3.7 (b)(ii), Proposed Regulations. 68 Section 28(2)(a).

27 Section 51(1). 69 Section 28(2)(b).

28 Section 51(2). 70 Section 28(2)(c).

29 Section 51(3). 71 Section 29(2).

30 Section 21(2). 72 Section 56.

31 Item 1 (a), Fifth Schedule. 73 Section 55(1).

32 Section 22(1). 74 Section 51(3).

33 Section 22(2 (b). 75 Section 51(4)(5).

34 Para 3.7 (b)(i), Proposed Regulations. 76 Section 32. 35 See Para 3.7(ii), Proposed Regulations.

36 Section 22(7).

37 Item 1(a), Sixth Schedule.

38 Section 22(6).

39 Section 22(2).

Singapore Law Gazette April 2014 37 Columns Ethics in Practice

The Ethics Committee, a committee of the Council of the Law Society, is tasked with providing guidance to members on their ethical obligations. Members can submit a written enquiry to the Committee through the Representation and Law Reform Department at [email protected]. For detailed guidelines on enquiries to the Ethics Committee, please refer to the Council’s Practice Direction 2 of 2009 which is available at the Legal Ethics section of the Law Society’s website at www. lawsociety.org.sg.

A member who encounters diffi culty in a specifi c case and needs guidance should write to the Committee for a specifi c opinion. The Committee and the Law Society are not liable to any member who does or omits to do anything based on this article. Silence is Golden

The law practice requested guidance from the Committee on whether there was an obligation to disclose the information and document sought to the Ofﬁ cial Assignee and if such disclosure will breach solicitor-client conﬁ dentiality. Guidance of the Ethics Committee

The Committee, upon consideration of the matter, provided the following guidance:

Rule 24 of the Legal Profession (Professional Conduct) Rules stipulates that an advocate and solicitor shall not in any way directly or indirectly disclose any conﬁ dential information which the advocate and solicitor receives as a result of the retainer or disclose the contents of the papers recording such instructions, unless with the consent of the client or is required by law or an order of Court.

The law practice should resist disclosure to the Offi cial Assignee of any solicitor-client communications received as a result of the retainer on the ground of legal privilege, unless the client waives his right to confi dentiality or the Disclosure of Legally Privileged Documents When Offi cial Assignee obtains a Court Order. Client is under Investigation The Committee had also previously responded to queries The Ethics Committee (the “Committee”) was informed by a on whether there was an obligation to produce legally law practice that their client was facing investigations by the privileged documents when issued with an order by the Offi cial Assignee for fraudulent disposal of property under Commercial Affairs Department (See “Rule 24 of the Legal s 138 of the Bankruptcy Act. The Offi cial Assignee requested Profession (Professional Conduct) Rules – Confi dentiality”, the law practice to provide the contact details of the housing Singapore Law Gazette, August 2009). agent who was involved in the sales transaction and a copy of the valuation report. The law practice was unable to ► Ethics Committee contact the client to obtain consent to the disclosure. The Law Society of Singapore

Singapore Law Gazette April 2014 38 Columns Legal Management Valuation of Intellectual Property Background to saving or improving people’s lives around the globe, came from the R&D-intensive pharmaceutical industry In this knowledge driven era, intellectual property (“IP”) is that depends on patent protections. being increasingly recognised as the engine for economic growth. Asia, being a center stage driving global growth, has • Innovative agricultural companies are creating new taken full advantage in focusing on IP-driven businesses, be products to help farmers produce more and better they technology, healthcare or consumer goods. Statistics products for the world’s hungry while reducing the around IP fi lings, IP asset transfers, royalty and licensing environmental impact of agriculture. fees, IP disputes, etc clearly demonstrate the increasing need to understand the monetisation aspects of intellectual • IP-driven discoveries in alternative energy and green property. The link between technical development of IP technologies will help improve energy security and and its ultimate commercialisation largely hinges around address climate change economic viability factors. Valuation exactly deals with this Source: Global Intellectual Property Centre (GIPC), US Chamber of Commerce aspect. It acts as a key decision-making tool in fi nancing, development and commercialisation of IP. We see valuation playing a critical role in providing impetus to the goals set Why Value IP? out by the Government of Singapore in its IP Hub Master Plan. Valuation of IP may be required for a variety of reasons; different stakeholders have different interests in IP. With this background, we endeavour to provide to the reader some of the key aspects of valuing IP. We aim to Although common perceptions of IP valuation are often cover the critical properties of IP that act as “value enablers” based on capitalisation of development costs, the real and demonstrate how different methodologies for valuation signifi cance has increased for a variety of purposes, of IP are adopted in various circumstances. including fi nancial reporting, acquisitions, investor relations, licensing and franchising, securitised borrowing/fi nancing, equity fund raising, litigation issues, tax planning and Introduction: IP Metamorphosis transfer pricing, and for internal management evaluation of performance of IP. Intellectual property has been in existence for several centuries, in the form of secret formulations in Chinese/ Indian medicine during the ancient era to mobile-based Intellectual Asset Financing technology in the modern age. It has been a contentious Management • Using IP as collateral for issue over many centuries, particularly because it allows • Evaluate intellectual asset raising debt and equity businesses to establish economic dominance. The science portfolio • Annual valuations of IP as behind commercialisation of IP has evolved over many • Make decision on future IP part of loan covenants centuries. In order to protect commercial/strategic interests, investments IPs were always safeguarded and only passed by word of • Analyse performance of mouth from generation to generation. As the world became existing IPs globalised, the importance of legal frameworks came to fore in order to protect the owners’ commercial interests in their Transaction Litigation IP. • Determining price of IP for • Determination of lost profi ts in M&A IP infringement The use and applicability of IP has evolved signifi cantly over • Valuation for determination the years, from a primary focus on defensive competitive of disposal value of IP in behaviour (eg creating entry barriers for competitors and insolvency cases enforcing patent laws against infringers) to being core to business strategy (eg licensing and building a patent Financial Reporting Tax Planning portfolio), and an important fi nancial asset (ie attracting • Fair valuation of IP for • Assessing fair value of IP for external sources of fi nance). Given the important commercial purchase price allocation transfer pricing matters utility of IP, it becomes imperative to understand the value • Testing of fair value for • Determining royalty rates for it generates; consequently, the role of valuation specialist impairment purposes licensing IP to subsidiaries gathers importance.

Interesting Facts on Social Impact of IP First Principles for Valuing IP Intellectual Property Helps Generate Breakthrough Solutions to Global Challenges There are various methods to value IP. Different circumstances require different approaches. The most • Nearly all of the 300 products on the World Health prudent valuer would use a variety of methods to compare Organization’s Essential Drug List, which are critical and contrast the valuation output before concluding on a

Singapore Law Gazette April 2014 39 Columns Legal Management range of values. This process becomes highly subjective, Relief-from-royalty method and a great degree of professional judgment is applied before considering the results from each methodology. The relief-from-royalty method values the IP by reference Hence, an in-depth understanding of the IP and experience to the amount of royalty one would have had to pay in an in IP valuation becomes critical. arm’s length licensing arrangement to secure access to the same rights. The key inputs into this method are the “royalty Valuation methodologies can be broadly classiﬁ ed under rate”, which is then applied to the revenue projection to the following: estimate the amount of theoretical royalty payments. This royalty stream, which the owner does not have to pay since A. Cost Approaches the intangible asset is already owned, is then taxed and discounted back to present value. The cost approach is based on the cost of obtaining a patented invention by either internal development or external Multi-period excess earnings method (“MEEM”) purchase. All cost based valuation methods are based on the principle of substitution. Replacement cost represents The MEEM is applied to a wide variety of intellectual assets, what it would cost today to buy a substitute intangible especially those that are close to the “core” of the business asset of comparable utility if the same is available in the model (sometimes referred to as “primary” or “leading” market. The replacement cost method is especially useful assets). In practice, IP is frequently valued using the MEEM. for purchased intangibles such as off-the-shelf software and similar licences. The cost of the new substitute intangible Since the IP being valued generates after-tax operating asset should be adjusted for obsolescence factors in order income by using contributory assets, in order to estimate to make the hypothetical new intangible asset comparable the earnings that are solely attributable to the asset being to the subject intangible asset. valued, an economic rent for the use of other contributory assets is deducted from the operating income. These cash Challenges ﬂ ows are then discounted after adjustment for the required rate of return. It is usually inappropriate to use the cost approach as it fails to capture the future earnings potential of the IP. It Other Methods may be used as a cross check or second method to check the reasonableness of value established by the primary Some of the other methods taken into consideration under method. It may also be used to value IP-related assets to income approach methods are: assist in buying decisions for assets with a relatively short history, where it is not practical to use other methods. 1. Premium pricing method: premium over generic product prices of products or services that do not possess the B. Market Approaches intangible being valued.

The market approach determines the value of an IP by 2. Avoided cost method: after-tax costs saved by owning comparing the price paid by other market participants for the asset; applied to favourable contracts and workforce. reasonably similar assets. 3. Option-based: Early-stage IP developments can be, and Market transactions method in most cases should be, used for valuation, especially when certain IPs in their early stage have a high The market transactions method is used to estimate the degree of path dependence. For example, some early fair value of an asset by reference to the transaction prices stage molecules in biotechnology have to go through or valuation multiples implicit in the transaction prices of stages of clinical trials and regulatory approvals prior identical or similar assets in the market. to commercialisation. Option-based models equip the valuer to determine the factors for such path-dependent Challenges variables, and a range of values can be established using various option models. IPs are rarely sold in piecemeal transactions, and it usually is diffi cult to fi nd comparable transactions. Furthermore, since 4. There are other methods such as earnings split, intangible assets are unique to a particular business entity, economic use, etc, which are derived from one or more comparison between entities would be diffi cult; hence, this of the above approaches method is rarely used in practice, except in certain cases. Challenges C. Income Approaches The greatest challenges to any income method are the The income approach attempts to calculate the present estimation of revenues, the discount rate and useful life value of the projected future cash fl ow arising from the of the IP. Longevity of IP is largely dependent on various subject IP during its economic life. Key methods under this factors such as technological obsolescence, attrition in approach include: revenue, product life cycle, ability of the IP to adapt to changing market conditions, etc. These factors are more

Singapore Law Gazette April 2014 40 Columns Legal Management

often than not subjective, and the experience of valuation relative emphasis of each method often varying with the specialists will be required to assess such inputs. factors such as stage of development of the IP, feasibility of the IP, adequacy of comparable transactions in the market, One of the key aspects to be aware of is the comparability the utility of the IP from enhanced legal protection, etc. In of licensing transactions to estimate the royalty rate. The addition to choosing a method for valuing the subject IP, valuer should also be able to compare and contrast the the valuer must try to cross-check the results from one proﬁ tability and growth factors between the subject IP and approach to another. Testing sensitivities to the output the IP being used to benchmark the royalty rates. Some based on various inputs is an imperative step in valuation. transactions also have upfront and milestone payments along with royalty payment; such nuances must be Substance of Intellectual Assets considered before arriving at the comparable royalty rate Intellectual Capital applicable to the subject IP.

In early-stage IPs, projecting future cash ﬂ ows becomes

a challenge at times. Despite the above challenges, the - Patents income method is the most popular and widely used method - Trademarks due to its practical application. - Publishing Rights - Brand Logos Design - Copyrights American Appraisal’s Risk Analyser - Information Databases Intellectual - Industrial Design Property - Software Platforms Quick checklist before seeking fi nancing options for IP: - Trade Secrets - Confidential Information 1. What is the stage of development for the IP? Is it in - Technology - Know-How proof-of-concept, lab tested, beta tested, early stage - Customer Capital or revenue stage? - Unpatented Research - Human Capital - Knowledge Providing 2. Is the IP registered with an appropriate statutory body? Value What jurisdictions are covered? Tangibility of Assets 3. Is the IP certifi ed by a competent technical authority, if any? As a cornerstone principle of valuation, the value of the IP increases with its ability to generate higher profi ts; however, 4. Is the IP development programme largely dependent profi tability has to be considered along with specifi c risks on the creator’s continued employment with the associated with the asset, its marketability and its synergy company/fi rm? If so, what barriers are created for with various other business functions. It would be prudent mitigating “key-man” risks? to entrust valuation of such intellectual property and other intangible assets to valuation experts who would be better 5. What are the incremental benefi ts of the IP as compared equipped in appropriately identifying and quantifying such to competing products? Is the market crowded with risks. generic versions? If so, what is the marginal utility of your product? What are the key differentiators?

6. What revenue model does the business envisage for the IP? Is it outright commercialisation, out-licence ► Srividya C.Gopalakrishnan based on royalty payment or JV? Managing Director, Americal Appraisal* E-mail: [email protected] 7. Will the forecast revenue be dependent on contractual revenues or non-contractual revenues? IP Maturity Matrix ► Karthik Balisagar As tangible factors such as commercial feasibility, legal protection, and the marketing of the IP become further Vice President, Americal Appraisal* developed, the perceived risks decrease. In most cases, E-mail: [email protected] mature IP can more easily attract additional investments either in the form of additional rounds of raised capital or * American Appraisal is a valuation and advisory fi rm established in 1896 in North America and has strong presence in North America, Europe, the Middle perhaps as the target of an acquisition. East, Asia-Pacifi c and South America. We have approximately 900 employees worldwide, located in more than 50 offi ces across 24 countries. Making the Right Choice www.american-appraisal.sg

Selecting an appropriate methodology for the situation Disclaimer: The information contained herein is of a general nature, non- at hand is a critical aspect of the valuation process, the comprehensive and not intended to address the circumstances of any particular individual or entity.

Singapore Law Gazette April 2014 41 Lifestyle Alter Ego Th e Occupiers’ Liability

Having lived in our new home for six months now brings us unceremonious death sentence and not say more, to constant new challenges – living with certain occupiers and prevent the rodent rights group from picketing outside my deciding on other future occupiers. house and also because I do not really feel like taking a SQ fl ight to Perth. If someone had told the Wife about the current occupants of the house, we would not be living here, not to mention The beleaguered Wife also has encounters with that the level of our individual liking for the house is both cockroaches, lizard poo, centipedes, garden fl ies and cats cold and warm. It did not help that certain members of my in the house. Not a week goes by without her complaining own family are now giving her lessons on equality in marital about them. I am an animal lover. I love zoos. Well, her partnerhips. You clearly do not need to go outside of family relationship with them starts and ends in work matters. I to fi nd enemies. cannot say more as I do not want her to join the wall of civil servants in the news. A few months ago, I heard a shriek from one part of the house. I was not worried. My rationale was the Wife would I love dogs. Again, helpful friends and a certain family appear in front of me in mere minutes if it was really bad member said, “Get a dog. There is so much space in the news. Again, the level of breaking news between us differs. house. It will be fun.” The same family member a few weeks later discouraged me with a sheepish look. The powers of I fi nally went to the kitchen to meet the worried Wife. “There the almighty Wife. is a monitor lizard,” she informs me. To my question of where, she points to the kitchen sink, probably worried that It does not help that most of our neighbours have dogs. I it might hear her. I look and fi nd a baby lizard. “That’s not like big, good looking and well behaved dogs, and there are a monitor lizard. They are supposed to be very big.” She many of them in our neighbourhood. I look at, admire and protests that it is one. No amount of fl ushing of water could court them, in the presence of the Wife, of course. get rid of it. “It will go away by the time we return from the offi ce,” I fi nally said, adjourning the matter. This is how the proceedings in relation to the admission of the occupiers of the house goes. Some 13 hours later, the Wife heads for the sink the moment we reach home. She re-mentions by informing The Wife (“W”): You do not have time for a dog. me that the harmless rodent is still there. It had not moved at all throughout the day. Let us just say I delivered it an Me: I will.

Singapore Law Gazette April 2014 42 Lifestyle Alter Ego

W: We work long hours. Who is going to take care of it? W: Yes, but she will have a lot of free time. And you know the problems she can bring into this house. Me: We can employ a maid. Me: I agree, but she can take care of the dog. Remember W: (in a calm voice) To take care of the dog? the dog?

Me: Yes. Anyway, we need help with the household chores. W: And the dog will supervise her?

After some discussion, we agreed to adjourn the maid issue Me: Well, you see how the maids in our neighbourhood walk and address the dog issue ﬁ rst. their employers’ dogs.

Me: It will be fun. It will welcome us home after a hard day’s W: The maids have a gathering and the dogs sit with them. work. The maid stops at a place and talks on her handphone with the dog sitting next to her. You will be happy with that? W: Who is going to care for it? Me: How about this ... ****** (intentionally censored to Me: Me. protect us from the authorities)

W: (with amusement) Really? W: You know that is not legal. What happens if she complains? Me: Remember, the other day, a neighbour of ours was walking his dog in his work clothes? That can be me. Me: Singapore is not really that squeaky clean you know.

W: It was 8.40pm. I know you well, all its care will fall on me. W: Would our parents want that?

Me: No, it will be my dog. Both our mothers do not like maids. Their collective reaction is, “We will have to take care of them as well!” Even at the W: Sure ... most needy points of their lives, they ruled out maids. “We would rather suffer and manage by ourselves than to have Me: (in my sweetest tone) I really, really want a dog. them in our homes.”

She tenders hearsay evidence of my good female friend Like most men, I do not enjoy doing household chores. who had discouraged me from owning a dog. According to Really, does one have to work so hard even at home after her, dogs need a lot of care and time and it will not ﬁ t into my work and on weekends? There is a joke in our household lifestyle. I cursed twice, once at my folly for telling her this. that the Wife handles the exterior (dusting and cleaning After 11 years with the Wife, I still have not learnt the art of the house) whilst I take care of the interior (arranging and marital censorship to preserve my self-worth. The other one tidying the cupboards). was sending negative mental signals to the friend who was safely more than 10,000 miles away. The maid issue has also been adjourned sine die.

W: The dog will go into depression due to lack of attention Our current solution is a bi-weekly part-time maid while the and love. It is not fair to it. Think about that seriously. You wife and I do “light cleaning” on the other weeks (I could don’t want to hurt a dog, right? not negotiate a better deal) as well as a weekly laundry service. As for me, I continue to ogle at the dogs in the The matter was adjourned sine die (indeﬁ nitely). Well, at neighbourhood and imagine I am a dog owner in my fantasy least it was not a dismissal. world. And I continue to hope to be relieved of household duties. One can only hope that time will help me win my The maid issue was then raised. applications in the Marital Court.

W: You know about my concerns over her supervision and conduct whilst we are not home.

Me: It’s ok. She will have to manage the household and ► Rajan Chettiar cook for us. Rajan Chettiar LLC E-mail: [email protected]

Singapore Law Gazette April 2014 43 Lifestyle Travel Sipadan – Divers Paradise in Peril

Lovingly documented in Jacques Cousteau’s Borneo: Ghost repeats itself even on our shores – the choking haze that of the Sea Turtle, Sipadan in Sabah, Malaysia, brings to engulfed Singapore in 2013 from burning forests in Sumatra mind images of an untouched tropical marine paradise so versus palm oil, the “green gold” of our times, and most pristine, it’s practically a cliché. Regarded as the tourism recently, the destruction of the Great Barrier Reef from jewel of Eastern Malaysia and consistently ranked by silt versus the building of Abbot Point coal terminal in National Geographic as one of the world’s top 10 diving Queensland, Australia, that promises thousands of jobs in a sites, Sipadan draws divers and seafaring adventurers from sluggish economy. all over the world to explore its treasures. Therefore, it was with gusto that I took up an invitation by Unfortunately, its international fame nearly became its the “Luminox Save The Seas” programme to explore the downfall. Sipadan has had an embattled history as the undersea world of Sipadan with world renowned Mexico- epicentre of a lengthy sovereignty battle between Malaysia, based ocean conservationist, Scott Cassell, in June 2012, Indonesia and the Philippines. Its famed fragile eco-system to capture for posterity the natural beauty of its famed was compromised by unmonitored tourism development marine diversity in constant danger of exploitation by the until the International Court in Hague ruled in favour of tourism trade or (heaven forbid) the palm oil “green gold Malaysia in 2002, after which the Malaysian Government rush”. We stayed at SMART Resort at the nearby Mabul stepped up conservation legislation by removing all man- island, which was truly rustic in all senses of the world. made structures from Sipadan and restricting the number Internet access was completely non-existent, which meant of divers’ permits to the island. Nonetheless, up to today, I would be majorly deluded with e-mails by the end of the the fragile eco-systems of Sipadan constantly hang in the holiday. But for once, no one checked their iPhones mid- balance in the constant struggle between environmental conversation. conservation and economic gain, a phenomenon that

A massive green turtle resting on a rock. Th ese gentle giants are reportedly so accustomed to divers, that some even allow divers to rub their shells

Singapore Law Gazette April 2014 44 Lifestyle Travel

A blue spotted ribbontail ray probes the seabed for mollusks A huge barracuda swims nonchalantly above a ﬁ shnet under a cluster of sponge mounds

NobodyN b d who h dives di in i Sipadan Si d comes away withoutitht feelingf li parrotfi sh population on Sipadan is exploding – and a minuscule at the awe of nature. Jump off the boat and single parrotfi sh eats more than fi ve tonnes of coral a year. chances are that your fi rst sweeping glance lands on a gentle Although legislation in Sipadan, and soon the rest of Sabah giant green turtle, gravely endangered globally, but uniquely with Sipadan bound for UNESCO Heritage status, bans plentiful in a place called “turtle tomb”, the famous cavern the hunting and fi nning of sharks, the migratory nature of of limestone tunnels off Sipadan where turtle skeletons sharks makes them susceptible to other shark killing fi elds can be seen. Though visibility was unusually murky during elsewhere in the South China Sea and as far as the Sea our dives, the waters around us teemed with life – swirling of Japan. International seas are largely un-policed and the schools of barracuda, snappers, basslets and rays encircled enforcement of shark fi nning legislation is sorely lacking us. Look down no further than a few metres and you would worldwide, with more than 100 countries involved in the see humphead parrotfi sh picking at colourful splashes of trade of sharks’ fi ns. Most countries act as exporters, with corals. I took my underwater shots with a Canon G9 in a the main consumer nations being mainland China, Hong dinky underwater casing but it was challenging with poor Kong, Malaysia, Singapore, Taiwan and Thailand. lighting, slow lens, lack of strobes amid the fast swimming swirls of fi shes. So I swam along with them to compensate According to the Global Shark Conservation Initiative, the for the movement. only thing in the world more lucrative than the shark’s fi n trade, which kills 73 million sharks a year, is the illegal drugs However, amidst this tropical paradise, something was trade. Again we see the classic struggle played out between amiss. The documentaries had promised us a shark conservation and the huge economic juggernaut that is the haven. But we only saw one lonesome blacktip reef shark shark’s fi n trade. on a hunt, where there should be a school of hundreds. Our guest conservationist, Scott Cassell, was worried. We The world is so beautiful. There is just so little time to prowled through the waters looking for a glimpse of a single capture things of beauty around us. If only we could stop hammerhead shark which was supposed to be a guaranteed the killing … and stop our own appetite for shark’s fi n soup. sighting in all our six dives. At the end of the dives, just that one blacktip shark remained on our dive log. ► Magdalene Tan Supreme Court of Singapore While Sipadan is protected as a marine sanctuary, ultimately its ocean eco-system is inter-connected. Sharks Photography: Simon Tan are the “health check” of the ocean. As apex predators, Attorneys Inc LLC they regulate fi sh population and clean out sick individuals that help to prevent the spread of disease. Already the

Singapore Law Gazette April 2014 45 Lifestyle Travel

A humphead parrotﬁ sh checks out the intruding divers A lonesome blacktip reef shark keeps an eye on the divers while on the hunt on its colourful coral turf

In pursuit of three spectacular golden ﬁ nned circular spadeﬁ sh

Th e Luminox “Save Th e Seas” dive contingent champions ocean conservation underwater

My dive buddy peers out curiously from a colourful rainbow of bush coral Th e blacktip reef on the prowl again on a school of unsuspecting trevally

Singapore Law Gazette April 2014 46 Lifestyle Travel

A sea slug lugs along the sandy bottom Bungalows on stilts on a tropical paradise on earth, a rare enclave sadly eroding away rapidly in an increasingly industrialised world

Th e Luminox “Save Th e Seas” dive contingent poses for a shot on dry land A pensive sunset over our dive jetty, which was followed by a large yellow full moon that stayed low till late into the night

Deadly but captivating – the lionﬁ sh is known for its long venomous spikes A long-jawed moray eel bares its fangs in fear at the divers before retreating to its rocky refuge

Singapore Law Gazette April 2014 47 Lifestyle Travel

Captured against the indigo colour of a coral, this translucent mantis Long ﬁ nned bannerﬁ sh amid a forest of willowy seaweed shrimp was a sight to behold

Varied coloured ivory bush coral carpet the ocean fl oor of Sipadan An exquisitely patterned map puff erfi sh rests on a grooved brain coral

A remarkably upright beer bottle and mug patterned with corallites Blue Linckia sea starﬁ sh straddle a gaily coloured boulder beckons at a bar counter within a submerged shipwreck

Singapore Law Gazette April 2014 48 Lifestyle Travel

Elegant and brightly coloured cave basslets whirl around us Scintillating golden-tailed one-spot snappers passing us by

Lost in a massive school of Blackﬁ n barracuda

In the shadow of the underbellies of an encircling shoal of barracuda A rapidly moving swirl of trevally greet us at the mouth of “Turtle Tomb”

Singapore Law Gazette April 2014 Invitation for Contribution of Articles

The Singapore Law Gazette (“SLG’”), an VMÄJPHS W\ISPJH[PVU of [OL Law :VJPL[y, HPTZ [V be an LK\JH[PVUHS YLZV\rJL for IV[O prHJ[PZPUN SawyLYZ and PU-OV\ZL JV\UZLS a MVY\T for KLKLIH[LL and a \ZLM\S YLMLYLUJL of OPNO X\HSP[` JVTTPZZPVULK HY[PJSLZ JovLYPUN HSS SLNHS Please e-mail ZWZWLJPHS[PLZW all enquiries, 44LTILYZ of [OL Law :VJPL[y, non-prHJ[PZPUN SLNHS WYVMLZZPVUHSZ and WYVMLZZPVUHSZ suggestions and PUU YLSH[LK ÄLSKZ are ^LSJVTL [V Z\ITP[ ^LSSYLZLHrJhed THU\ZJYPW[Z [OH[ are of submissions to eduJa[PonaS TerP[ and SPkeSy [o be of Pn[ereZ[ [o a wPde-ranNPnN SeNaS audPenJe Ms Chandranie at Chandranie@ :\ITPZZPVUZ:\ are ^LSJVTL [OYV\NOV\[ [OL year (SS Z\ITPZZPVUZ ZOV\SK be \UW\ISPZOLK lexisnexis.com workZ be[ween 1,500 [o 2,500 wordZ and are ZubjeJ[ [o [he Law SoJPe[y’Z revPew

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We look forward to hearing from you! 50 Notices Professional Moves

New Law Practices Outstanding matters of the former law The sole-practice of Ong Cheong Wei practice of Tan Lian Ker & Co have, with & Company dissolved on 31 March Mr Gurbachan Singh (formerly of effect from 1 April 2014, been taken 2014. KhattarWong LLP) has commenced over by: practice under the name and style Outstanding matters of the former law of Gurbachan Law Chambers on 6 Timothy Ong, Lim & Partners practice of Ong Cheong Wei & Company March 2014 at the following address 293-B Victoria Street have, with effect from 1 April 2014, been and contact numbers: Bugis Village taken over by: Singapore 188029 14 Toh Avenue Tel: 6334 1838 Belinda Ang Tang & Partners Singapore 508040 Fax: 6334 3800 Carpenter Street Tel: 9682 4297 E-mail: [email protected] Singapore 059908 Fax: 6543 1996 Tel: 6379 5757 E-mail: [email protected] and Fax: 6223 2177 E-mail: mainofﬁ [email protected] Sam & Associates Conversion of Law Practices 101 Upper Cross Street Mr Ong Cheong Wei (formerly of Ong #05-44 People’s Park Centre Cheong Wei & Company) has joined Yeo & Associates has converted to a law Singapore 058357 Belinda Ang Tang & Partners as Legal corporation, Yeo & Associates LLC, on Tel: 6225 6309 Consultant with effect from 1 April 2014. 3 March 2014 and is operating at the Fax: 6224 0882 following address and contact numbers: E-mail: [email protected] Change of Law Practices’ Addresses

47A Circular Road The law practice of Able Law Practice Bajwa & Co Singapore 049402 LLC dissolved on 31 March 2014. 3 Shenton Way Tel: 6220 3400 #08-02 Shenton House Fax: 6225 5687 Outstanding matters of the former law Singapore 068805 E-mail: [email protected] practice of Able Law Practice LLC have, Tel: 6227 5293 Website: www.yeolaw.com.sg with effect from 1 April 2014, been taken Fax: 6227 3780 over by: E-mail: [email protected] Ms Yeo Poh Tiang (formerly of Yeo & (wef 11 March 2014) Associates) is the sole Director of Yeo & Lee Bon Leong & Co Associates LLC. 79 Anson Road Bay Tan & Partners #11-01/02 9 Rafﬂ es Place Dissolution of Law Practices Singapore 179906 Level 17 Republic Plaza 2 Tel: 6222 3122 Singapore 048619 The law practice of Mok & Tan dissolved Fax: 6225 7239 Tel: 6227 3446 on 1 April 2014. The Law Society E-mail: [email protected] Fax: 6823 8156 has been advised that there are no (wef 1 April 2014) outstanding matters of the former law Mr Teo Chee Seng (formerly of Able practice of Mok & Tan. Law Practice LLC) has joined Lee Bon Leong & Co as Consultant with effect The law practice of Tan Lian Ker & Co from 1 April 2014. dissolved on 31 March 2014.

SingaporeSinSinngapggaapporeoorree LawLaLawwG GGazetteazeazezettttettete AprilAprApAprpriill 220201401414 51 Notices Professional Moves

CheongHoh Law Corporation Loo & Chong Straits Law Practice LLC 151 Chin Swee Road No. 52 Chin Swee Road 9 Raffl es Place #09-01 Manhattan House #03-67 32nd Floor Republic Plaza Singapore 169876 Singapore 160052 Singapore 048619 T: 6337 8700 Tel: 6438 2883 Tel: 6713 0200 / 6538 1300 F: 6337 3700 Fax: 6438 2889 Fax: 6538 1311/ 6220 1602 E-mail: [email protected] E-mail: [email protected] (wef 1 March 2014) (2 January 2014) (wef 1 March 2014) New Branch Offi ce Chye Legal Practice Ranjeet and Company 20 Maxwell Road 9 Raffl es Place Whitefi eld Law Corporation #08-01H Maxwell House 32nd Floor Republic Plaza 3 Shenton Way Singapore 069113 Singapore 048619 #14-06 Shenton House Tel: 6356 8019 Tel: 9108 1964 Singapore 068805 Fax: 6356 8043 Fax: 6538 1311 Tel: 6372 0262 (wef 3 March 2014) (wef 3 March 2014) Fax: 6372 0155 E-mail: [email protected] Edmund Hendrick & Partners Pritam Singh Gill & Co (wef 1 March 2014) 6001 Beach Road 111 North Bridge Road #16-08 Golden Mile Tower #16-05A Peninsula Plaza Closure of Offi ce Singapore 199589 Singapore 179098 Tel: 6299 1866 Tel: 6224 1744 With effect from 27 January 2014, Fax: 6229 1366 Fax: 6224 2690 PKWA Law Practice LLC’s Offi ce at 7 (wef 14 March 2014) E-mail: [email protected] Temasek Boulevard, #08-01 Suntec (wef 31 March 2014) Tower 1, Singapore 038987 will cease JLC Advisors LLP operations. 80 Raffl es Place Satwant Associates #43-03 UOB Plaza 1 3 Jalan Bingka Change of E-mail Address Singapore 048624 Rifl e Range Road Tel: 6389 9555 Singapore 588896 Leo Fernando Fax: 6389 9556 Tel: 6299 9470 E-mail: [email protected] Fax: 6299 5541 Joann Ting LLC E-mail: [email protected] 3 Raffl es Place (wef 28 March 2014) Rajah Retnam & Co #06-01 Bharat Building E-mail: [email protected] Singapore 048617 Solitaire LLP Tel: 6836 5459 80 Raffl es Place Fax: 6836 2013 #43-03 UOB Plaza 1 E-mail: [email protected] Singapore 048624 (wef 1 April 2014) Tel: 6389 9548 Fax: 6389 9556 E-mail: [email protected] (wef 1 April 20014)

Corrigendum

On page 50 of the March 2014 issue, the commencement date and address of Mr Shourav Lahiri’s law practice, Lahiri LLC was published incorrectly. The correct information is as follows:

Mr Shourav Lahiri commenced practice under the name and style of Lahiri LLC on 18 January 2014 at the following address and contact numbers:

Level 42 6 Battery Road Singapore 049909 Tel: 6808 6578 E-mail: [email protected] Website: www.lahirillc.com

Singapore Law Gazette April 2014 52 Notices Information on Wills Information on Wills Name of Deceased (Sex) Last Known Address Solicitors/Contact Reference NRIC Person Date of Death Yeo Lee Hong Blk 124 Ang Mo Kio Avenue 6 Hoh Law Corporation AO/P20103.14/vt @ Yeo Albert (M) #11-4061 6553 5190 S0565596Z Singapore 560124 30 January 2014 Wong Ah Moi (F) 73 Rowell Road Hoh Law Corporation AO/P20118.14/vt S0736670A Singapore 208010 6553 5190 12 February 2014 Wong Mee Kin (F) Blk 549 Ang Mo Kio Avenue 10 Tito Isaac & Co LLP TIC.JC.L9155.2014.sl S1444607I #15-2028 6533 0288 22 February 2014 Singapore 560549 Wui Foo Sang 84 Thomson Green Legis Point LLC PL/bh/6071134 @ Wong Poo Teng (M) Singapore 574951 6438 3668 S0401436G 11 February 2014 Lim Yong Seng (M) 9 Pasir Ris Terrace Drew & Napier LLC JLTL/393733 S1040558J Singapore 518653 6531 2447 7 February 2014 Cheng Ho-Hui (F) Floor No. 11-2, No. 28, Sim Mong Teck & Partners SMT.JP.dc.1.2544.2014 Passport No. 131655051 Lane 86, Chinchu Road, 6496 0399 / 6736 6164 (rie) 29 November 2013 Neighbourhood 012, Chinchu Li, North District, Hsinchu City, Taiwan Province Lee Boon Khoon (M) Blk 309 Canberra Road Fortis Law Corporation PT/SL/20140075.jc S7375482H #03-117 6645 4502 13 January 2014 Singapore 750309 Joginder Singh (M) 14 Phillips Avenue JTL Lee JL/2014/26 S0303033D Singapore 546938 6535 6463 28 December 2013 Lai Wei Cai Kenneth Blk 669B Jurong West Street 64 Advocatus Law LLP CAD/FL/2014/030 (Li Weicai) (M) #13-84 6603 9201 S8708327F Singapore 642669 6 March 2014 Chia King Ling (M) 59 Jalan Kemuning Summit Law Corporation 201403514/11 S0905889C Singapore 769781 6597 8363 13 March 2014 Tan Kock Poh (M) 28 St. Michael’s Road Lee Bon Leong & Co JB.LWJ.395.2014 S0390150E Singapore 328000 6222 3122 27 January 2014 Tan Teck Tong (M) Blk 217 Jurong East Street 21 Seng Sheoh & Co LAB/2013/2 S1001839J #08-551 6533 9161 20 May 2011 Singapore 600217 Ng Yook Lin (M) 20 First Avenue Advocatus Law LLP CAD/2014/003 S0661934G Singapore 268755 6603 9201 18 November 2013

To place a notice in this section, please write to the Publications Department at The Law Society of Singapore, 39 South Bridge Road, Singapore 058673, Fax: 6533 5700, with the deceased’s particulars, a copy of the death certiﬁ cate and cheque payment of S$85.60 per notice made in favour of ‘The Law Society of Singapore‘. All submissions must reach us by the 5th day of the preceding month.

Singapore Law Gazette April 2014 53 Professional Services

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CORPORATE/ ISDA DOCUMENTATION Singapore 3-5 PQE M&A ASSOCIATE Singapore 2-5 PQE A leading international bank is seeking an ISDA documentation specialist to Our client, a leading international firm is seeking a US, Singapore or UK join its APAC commodities derivatives team in Singapore. Great academics qualified corporate lawyer with extensive experience in M&A, joint ventures and a proven track record in ISDA work are essential. Candidates who already and restructuring work. You should have experience working in an have expertise in commodities and ISDA will be at an advantage. (SLG 10522) international law firm or leading local firm. Candidates with Indonesia language skills will be at an advantage. (SLG 10150) PROJECTS COUNSEL Singapore 5-10 PQE

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Senior Counsel, ASEAN | 10+ yrs REF: 12198/SLG senior leadership role will facilitate, develop and promote This Fortune 500 mulnaonal conglomerate is seeking a Senior Counsel relaonships between the bank and all relevant regulators, as well to join its Kuala Lumpur office, to support its energy business units as key members of the business. Only candidates with a substanal across Southeast Asia. You will be responsible for a broad range of knowledge of Indonesian financial services, rules and regulaons issues with a focus on sales contracts and compliance governance. The along with commercial and general management skills will be ideal candidate will be Malaysia/Common Law qualified with at least 10 considered. You must have fluent Bahasa Indonesian language skills. years’ PQE, preferably gained in a leading internaonal law firm or in an MNC. Previous experience in the energy industry is highly desirable. Legal Counsel | 5+ yrs pqe REF: 12227/SLG You must also be well versed in Malaysian law. Strong draing skills Excellent opportunity to join this Fortune 500 technology corporaon in a newly-created role within its well-established legal team based and fluent English are mandatory plus an addional Asian language. in Singapore. You will assist the Legal Director to provide legal Ethics & Compliance Counsel | 10+ yrs pqe REF: 12073/SLG advice and support to all business units on contract, commercial, This Fortune 500 US technology company is seeking a Senior Lawyer based employment, and regulatory compliance maers in the Asia Pacific in Singapore to be a key officer of its South Asia Pacific legal team. You region. The incumbent will be a qualified lawyer from a reputed law will be responsible for implemenng, overseeing and monitoring its Code school with over 5 years’ PQE, preferably gained in an MNC. Excellent of Ethics throughout the Asia region. You will also develop and deploy a communicaon and interpersonal skills are required for this role. robust compliance program in accordance with the Ethics program and Legal Counsel | 5+ yrs pqe REF: 12218/SLG compliance objecves. To qualify for this role, you should have at least 10 This renowned regional reinsurer is seeking a Legal Counsel with solid corporate years’ relevant experience with an MNC. Substanal ethics and compliance experience to be the sole legal counsel in Singapore. The role will be responsible experience in mulple jurisdicons in the region is highly desirable. for providing legal advice and support on all corporate issues with a focus on Legal Director | 7-10 yrs pqe REF: 12057/SLG M&A and corporate secretarial maers. The ideal candidate will have a minimum This NYSE-listed technology company is seeking a Legal Counsel to be based of 5 years’ PQE with a financial services/insurance company. Knowledge of in Singapore, to oversee their operaons in Asia Pacific and to help with their regional regulaons in the insurance/reinsurance industry is highly desirable. expansion. This is a regional role with responsibility for providing strategic Regulatory Counsel | 5+ yrs pqe REF: 12184/SLG advice on all legal maers. You must have at least 7 years’ PQE in general A new opportunity has arisen for a regulatory affairs professional to perform commercial and corporate law plus working experience in Asia in a technology a regional role covering Asia at this respected European investment bank. This MNC. If you are looking to further your career development in a fast-paced Singapore based role will provide legal and regulatory advice to business units and and high growth technology company, this is a great opportunity for you. regional management on all business acvies in Asia. Ideally, you are a qualified Head of Legal, Indonesia | 7-10 yrs pqe REF: 12112/SLG lawyer with at least 5 years’ regulatory experience, preferably gained in a financial A bulge-bracket bank is urgently seeking a senior lawyer with a financial services instuon or in a regulator. Knowledge of legal and regulatory developments background as the Head of Legal to cover all legal maers in Indonesia. This such as FATCA and Data Privacy in the financial services industry is preferred.

Private Practice Mid-Senior Level Associate | 3-7 yrs pqe REF: 12099/SLG Associate | 2-4 yrs pqe REF: 12092/SLG Presgious US law firm is seeking a mid to senior-level associate ideally with solid A leading US law firm is now hiring a junior to mid-level associate to join its Singapore Indonesian projects / transaconal energy experience to join its Singapore office. You office. You will work on major corporate / capital markets / financing deals with a focus will work on major transacons in different energy, infrastructure and resources sectors on the Indonesian markets. This role will require strong technical ability. Candidates throughout South East Asia. Role will require strong technical ability and draing skills. applying for this role must have outstanding academics and have trained with top-ranked The firm will consider qualified lawyers from major Commonwealth jurisdicons with law firms. Native-level in both written and spoken Bahasa Indonesia would be desirable. 4-7 years’ relevant experience. Fluent Bahasa Indonesia would be highly desirable. Corporate M&A Associate | 2+ yrs pqe REF: 12035/SLG Associate | 3+ yrs pqe REF: 12026/SLG Excellent opportunity for a junior M&A lawyer to join a top tier US law firm Our client is an international law firm who is a prominent player in the insurance and in Singapore. Candidates who understand the Indonesian market and have shipping industry practice and they are currently seeking a Commonwealth qualified lawyer the potential to build client relationships in this region would have an added to join its Singapore office. You should have at least 3 years’ PQE with solid dry shipping or advantage. An excellent academic track record is necessary alongside either UK or marine insurance experience, preferably gained at an international or top-tier law firm. US qualification with at least 2 years’ PQE in an international or leading local firm.

To find out more about these roles & apply, please contact us at: T: (65) 6220 2722 E: [email protected] www.hughes-castell.com (EA Licence No: 11C3590) 57 Appointments YOUR PROFESSION OUR PASSION Motivated Legal Counsel – Technology Energetic Legal Executive – Multimedia Singapore - 1-2 years relevant experience Singapore - Minimum 7 years Paralegal experience A well established technology company is seeking a Legal Counsel to join A market leading multimedia and publishing company is seeking a their tight knit legal team. You will be responsible for reviewing, negotiating legal executive to support the Head Legal Counsel in one of their and drafting various legal documentation, liaising with other arms of the business divisions. You will be assisting clients prepare and negotiate business and advising on relevant legislation. You will be researching and standard contracts, including but not limited to non-disclosure advising on various licensing and regulatory matters, as well as maintaining agreements, consultancy and software agreements. You will be the company’s database with respect to the global licenses and contracts. providing business support in the negotiation of partnership and You will be actively involved in training and educating employees on the alliance contracts. In addition to your drafting duties, you will be effective operation of corporate governance and company practices. There attending to general client enquiries as well as researching on legal will also be some corporate secretarial work involved. developments and data protection issues. You must have at least 1-2 years of relevant experience. You must be You must have a Diploma of Legal Studies from a reputable educational fluent in Mandarin and have a strong grasp of the English language. institution and have at least seven years of paralegal experience in You should also be commercially savvy and show that you have good an MNC environment. You must be practical and have good business business acumen. REF: 1049323 acumen. This is an excellent opportunity for an experience Paralegal seeking to take on more challenges in their career. REF: 1050100 Experienced Paralegal – Technology Singapore - Minimum 5 years relevant experience Junior Contract Drafter Singapore - Minimum 2 years relevant experience A reputable company in the technology industry is seeking a paralegal to support one of the legal counsels. A leading energy company is seeking a Contracts Drafter to support their Contracts Manager in their iron ore department. You will review, Your responsibilities will include but are not limited to engaging in draft and advise on sales contracts, as well as various business cases a variety of legal and administrative duties, reviewing, drafting and and policies. You will maintain sales data, generate monthly reports and advising on legal documentation and coordinating the execution coordinate the execution of various contracts. There will also be various process. You may also be given the opportunity to develop and mentor administrative duties which you will need to attend to on a daily basis. subordinates, ensuring quality performance and meeting career goals. You must be enthusiastic, driven and enjoy the challenges of working You will at least have a Diploma in Law and a minimum of five years in a fast paced environment. You should ideally have experience in a paralegal experience either in house or in private practice. REF: 1049348 trading house or the oil & gas industry. You must have significant data Head of Department – Boutique law firm analysing skills and be proficient in using Microsoft Excel tools such Singapore - Minimum of 15 years PQE as pivot tables and V-lookups. This is an excellent opportunity for a Contract Drafter seeking exposure to the global market. REF: 1050103 An established CBD based practice is seeking an experienced corporate and commercial lawyer to join and manage a department Contact Judy Liu (Reg ID No. R1333115) at [email protected] within their team. This is a generalist role which will require a broad or +65 6303 0725. range of knowledge across numerous industries. The firm engages in Indonesian facing work, however is it more crucial for you to have Singapore focused experience. You must have some management experience, a strong grasp of the English language and good business acumen. You must have a solid working history in private practice and work well in a close knit team. Mandarin skills will be an advantage although not essential. This is an excellent opportunity for an experienced individual who is keen on settling into a small working environment. REF: 1050022 Driven M&A Lawyer - Property Singapore - Minimum 3 years PQE A leading property developer seeks an M&A focused lawyer to join their team. You will be working closely with the Legal Managers and report directly to the Deputy Legal Director. You will predominantly be engaged in M&A work, including but not limited to transactions involving Australia. You must be qualified and have a minimum of three years relevant experience in M&A and general corporate work. While Singapore focused work is essential, additional experience relating to Australian facing work will be advantageous. Due to the size of the team, you must be a strong team player and be very personable. Experience in property development will also be highly advantageous. This is an excellent opportunity for someone seeking a friendly working environment with good work/life balance. REF: 1050002

hays.com.sg R O L A N D SOLICITORST O N G

NICHE BOUTIQUE LAW FIRM WITH SPECIALISED M&A PROJECT WORK REQUIRES:

1. LEGAL ASSISTANT, 3 TO 8 YEARS PQE. MUST HAVE SOLID INTELLECTUAL PROPERTY EXPERIENCE GAINED IN EITHER CORPORATE OR LITIGATION DEPARTMENT. SOUND KNOWLEDGE OF RECENT IP CASE LAW DEVELOPMENT IS ESSENTIAL. TRAVEL IS REQUIRED.

2. PRIVATE SECRETARY FOR PRINCIPAL CLIENT, MINIMUM 10 YEARS SECRETARIAL EXPERIENCE. MUST BE WELL SPOKEN, ORGANISED AND HAVE EXCELLENT PC KNOWLEDGE AND PR SKILLS TO FILL FAST PACED CONFIDENTIAL Advertise in the POSITION. TOP MARKET REMUNERATION WILL BE PAID TO THE RIGHT CANDIDATE.

PLEASE SEND DETAILED RESUME INDICATING LAST DRAWN AND EXPECTED SALARY WITH RECENT PHOTO TO:

THE OFFICE MANAGER, M/S ROLAND TONG, 3 PICKERING STREET #02-22, SINGAPORE 048660. EMAIL: [email protected]

Be Part of the MAS Team Help shape Singapor e’s ﬁnancial landscape Law Gazette’s Capital Markets Department Assistant Director/Associate (Legal), Enforcement At the forefront of a specialised area of practice, you will be a member of a team responsible for (Ref: 30019402_62011) the enforcement of the civil penalty regime under the Securities and Futures Act (SFA). You will investigate potential market misconduct, including insider trading and market manipulation and conduct litigation on behalf of the MAS for the award of civil penalties for market misconduct. You can expect to be challenged intellectually and professionally as you work closely with other regulators and enforcement agencies. You will gain insight into how capital markets participants operate, and the rules and regulations at play, as you serve as an important part of MAS' enhanced enforcement regime under the SFA. Your work will shape the legal landscape for this area of Law, which is fundamental in safeguarding and enhancing the reputation of 6LQJDSRUHDVDßQDQFLDOFHQWUHDQGHQVXULQJLWVFRQWLQXHGJURZW Requirements: h. Ý Recognised Law Degree and admitted to legal practice in Singapore Ý At least 1 to 3 years of Civil/Commercial Litigation experience Ý Willing to be a pioneer in an emerging area ofgation practice experience emergi Ý Ability to be innovative and creativeng in areasolving of practicproblemse creative in solving probl Application: ems To apply, please log on to our career page at eer page att hhttp:/http://www.mas.gov.sg/careers Information on the other positions is also available at the Singapore Public Service Job Portal at is alsoo aavailabailable Appointments Closing Date: 7 August 2011 lableble www.careers.gov.sg . section.

As trustee of the nation’s savings, we understand what it means to be trusted. In our hands we hold ATMD BIRD & BIRD LLP global association with Bird & Bird, is looking for individuals who the future of real people and real lives. are highly self-motivated and ambitious, a leading for theSingapore following law positions: firm in a

We foster an environment of trust and encourage IT lawyer (for our IP & Technology Practice Group) positive relationships for effective teamwork. We Corporate/Commercial Lawyer offer you the space to develop with meaningful Candidates should have at least 2 years’ PQE, preferably with (for our Corporate/Commercial Practice Group) opportunities and fresh challenges. We adopt a total experience in non-contentious Technology-related advice. Candidates must have been admitted to practice in Singapore rewards focus comprising competitive remuneration, and should have 3 years’ PQE, with experience and/or interest in EXXVEGXMZIFIRI½XWERHRSRQSRIXEV]VIGSKRMXMSR Candidate will be expected to work in broad range of IT, telco and commercial matters, involving drafting, negotiating and advising on corporate commercial work such as mergers and acquisitions and corporate finance. 8EOIXLEX½VWXWXIT[MXLYW telecommunications and licensing arrangements. Candidate must also be familiar with Software licensing, Systems and Hardware *SV8VYWXMWXLIWXEVXMRKTSMRXJSVEPP[IHS procurement, Data exploitation and Business Process Outsourcing. The successful candidate will join our corporate team in our growing practice, and will be exposed to work ranging from corporate This is a challenging and multifaceted role and you will work with advisory and regulatory matters, to mergers and acquisitions, and a team of dedicated and supportive professionals in ATMD B&B; venture capital investment work. and also with Bird & Bird’s Technology Media and Telecoms team in Asia, Europe and Middle East. ATMD’s corporate clients include multi-national and established companies engaged in leading edge commercial activities and industries. The successful candidate should be keen to develop deep knowledge and transactional experience relating to our clients’ ŶĚŽĂƌĚ Please submit your detailed resume stating your experience,business current and industries. and expected remuneration to:

DĂŬĞĂŝīĞƌĞŶĐĞƐ>ĞŐĂůŽƵŶƐĞůǁŝƚŚƚŚĞĞŶƚƌĂůWƌŽǀŝĚĞŶƚ&ƵŝŶŐ͘tĞŽīĞƌĞǆĐĞůůĞŶƚŽƉƉŽƌƚƵŶŝƟĞƐĨŽƌŵŽƟǀĂƚĞĚĂŶĚ ƐƟŵƵůĂƟŶŐŵĂƩĞƌƐƚŚĂƚǁŝůůŐŝǀĞǇŽƵĂƐĞŶƐĞŽĨĂĐŚŝĞǀĞŵĞŶƚ The Recruitment Partner KƵƌůĞŐĂůƚĞĂŵŚĂƐĞǆƉĂŶĚĞĚŽǀĞƌƚŚĞǇĞĂƌƐĂŶĚǁĞĂƌĞƐƟůůŐƌŽǁŝŶƐŝŐŚƚŝŶƚŽƉŽůŝĐǇŵĂŬŝŶŐ͘ 2 Shenton Way #18-01 SGX Centre 1 ĐŽŵŵŝƩĞĚŝŶĚŝǀŝĚƵĂůƐ͘zŽƵǁŝůůŚĂǀĞƚŚĞŽƉƉŽƌƚƵŶŝƚǇƚŽǁŽƌŬŽŶ Singapore 068804 ĂŶĚĨƵůĮůŵĞŶƚ͕ĂŶĚĂƚƚŚĞƐĂŵĞƟŵĞůĞĂƌŶŶĞǁƐŬŝůůƐĂŶĚŐĂŝŶĂŶǀĞůŽƉŝŶŐůĞĂĚĞƌƐŚŝƉƐŬŝůůƐ͕ĂĨƌŝĞŶĚůǇĂŶĚŶƵƌƚƵƌŝŶŐǁŽƌŬ Tel: 65345266 Fax: 62238762 ƌƚŚĞĐŚĂŶĐĞƚŽǁŽƌŬŝŶĂŶĂǁĂƌĚǁŝŶŶŝŶŐŬĞǇƉƵďůŝĐŝŶƐƟƚƵƟŽŶ Email: [email protected] zŽƵǁŝůůĂůƐŽĞŶũŽǇĚŝǀĞƌƐĞƚƌĂŝŶŝŶŐƉƌŽŐƌĂŵŵĞƐƚŚĂƚŝŶĐůƵĚĞĚĞ ƉƌŽǀŝĚŝŶŐĂŵƉůĞŽƉƉŽƌƚƵŶŝƟĞƐƚŽŐƌŽǁĂŶĚĞǆĐĞů͘ For more information regarding ATMD, please visit www.twobirds.com ĞŶǀŝƌŽŶŵĞŶƚĂƐǁĞůůĂƐĂŐŽŽĚǁŽƌŬͲůŝĨĞďĂůĂŶĐĞ͘ƉƉůǇƚŽĚĂǇĨŽ ƚŚĂƚŝƐĐŽŵŵŝƩĞĚƚŽĚĞǀĞůŽƉŝŶŐƚĂůĞŶƚƐ͕ƉƌŽŵŽƟŶŐŝŶŶŽǀĂƟŽŶĂŶĚ

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R R In-House Roles Regional Head of L&C . Singapore Commodities . Gurgaon, India 'ůŽďĂů ŝŶƐƵƌĞƌ ƐĞĞŬƐ ĂŶ ĞǆƉĞƌŝĞŶĐĞĚ ĐŽŵŵĞƌĐŝĂů ůĂǁǇĞƌ ǁŝƚŚ ĞǆƉĞƌŝĞŶĐĞ ŚĂŶĚůŝŶŐ dŚŝƐůĂƌŐĞŐůŽďĂůĐŽŵŵŽĚŝƟĞƐĐŽŵƉĂŶǇŝƐůŽŽŬŝŶŐƚŽŚŝƌĞĂŽƵŶƐĞůƚŽũŽŝŶŝƚƐƚĞĂŵŝŶ ĐŽŵƉůŝĂŶĐĞ ŵĂƩĞƌƐ ƚŽ ƚĂŬĞ ƵƉ Ă ƐƚĂŶĚͲĂůŽŶĞ ƌŽůĞ ŝŶ ^ŝŶŐĂƉŽƌĞ͘ zŽƵ ǁŝůů ƉƌŽǀŝĚĞ /ŶĚŝĂ͘ ĂŶĚŝĚĂƚĞƐ ŵƵƐƚ ŚĂǀĞ ŐŽŽĚ ƉĞĚŝŐƌĞĞ ĞǆƉĞƌŝĞŶĐĞ ŝŶ ƚƌĂĚĞ ĮŶĂŶĐĞ ĂŶĚ ƐƵƉƉŽƌƚƚŽĐŽƌƉŽƌĂƚĞƐĞƌǀŝĐĞƐĂĐƌŽƐƐWŝŶĂŐƵŝĚĂŶĐĞĂŶĚŐŽǀĞƌŶĂŶĐĞƌŽůĞ͘ ƐƚƌƵĐƚƵƌĞĚĮŶĂŶĐĞ͘KƉĞŶƚŽƉƌŝǀĂƚĞƉƌĂĐƟĐĞůĂǁǇĞƌƐǁŚŽĂƌĞĐŽŵŵĞƌĐŝĂů͘ ZĞĨ͗ϭϵϱϲϭϭ ϴнǇĞĂƌƐ oremZĞĨ͗ϭϵϱϳϬϭ Ipsum is simply dummy text of the printing and ϱнǇĞĂƌƐ ASEAN Counsel . Singapore typesettingUS MNC . Ho Chiindustry. Minh, VietnamLorem Ipsum has been the industry’s standard dummy text ever since the 1500s, dŚŝƐ ŐůŽďĂů ĮŶĂŶĐŝĂů ƐĞƌǀŝĐĞƐ ƉƌŽǀŝĚĞƌ ŝƐ ůŽŽŬŝŶŐ ƚŽ ŚŝƌĞ ĂŶ ^E ĐŽƵŶƐĞů ǁŝƚŚ dŚŝƐŚŝŐŚůǇƐƵĐĐĞƐƐĨƵůh^DEŝƐůŽŽŬŝŶŐĨŽƌŝƚƐĮƌƐƚůĂǁǇĞƌŝŶsŝĞƚŶĂŵ͘ĂŶĚŝĚĂƚĞƐ ĞǆƉĞƌŝĞŶĐĞ ŽŶ ĂĚǀŝƐŝŶŐ ŽŶ ƌĞŐƵůĂƚŽƌǇ͕ ĐŽƌƉŽƌĂƚĞ ĂŶĚ ĐŽŵŵĞƌĐŝĂů ŵĂƩĞƌƐ ĂĐƌŽƐƐ whenŵƵƐƚŚĂǀĞƐƚƌŽŶŐĐŽƌƉŽƌĂƚĞĐŽŵŵĞƌĐŝĂůĞǆƉĞƌŝĞŶĐĞŝŶͲŚŽƵƐĞĂŶĚǁ an unknown printer took a galley of typeŝůůďĞĞǆƉĞĐƚĞĚƚŽ and ŵƵůƟƉůĞũƵƌŝƐĚŝĐƟŽŶƐ͘/WͬĚĂƚĂƉƌŝǀĂĐǇͬĞͲĐŽŵŵĞƌĐĞĞǆƉĞƌŝĞŶĐĞĂŶĂĚǀĂŶƚĂŐĞ͘ scrambledŚĂŶĚůĞƚŚĞĚĂǇƚŽĚĂǇŵĂƩĞƌƐĂŶĚĂůƐŽĂŶǇĐŽŵƉůĞǆŶĞŐŽƟĂƟŽŶƐ͘ it to make a type specimen book. It has ZĞĨ͗ϭϵϱϱϳϭ ϳнǇĞĂƌƐ ZĞĨ͗ϭϵϱϳϭϭ ϴнǇĞĂƌƐ . survived . not only ﬁve centuries, but also the leap Derivatives Singapore intoMedia electronicSingapore typesetting, remaining essentially un- /ŶƚĞƌŶĂƟŽŶĂů ďĂŶŬ ƐĞĞŬƐ ĚĞƌŝǀĂƟǀĞƐ ůĂǁǇĞƌ ƚŽ ĨŽĐƵƐ ŽŶ ĮǆĞĚ ŝŶĐŽŵĞ ƌĂƚĞƐ͕ &y͕ changed.ŶĞǆĐŝƟŶŐŽƉƉŽƌƚƵŶŝƚǇŚĂƐĂƌŝƐĞŶƚŽũŽŝŶƚŚŝƐůĞĂĚŝŶŐŵĞĚŝĂĐŽ It was popularised in the 1960sŵƉĂŶǇŝŶ^ŝŶŐĂƉŽƌĞ͘ with the ĐŽŵŵŽĚŝƟĞƐĂŶĚĐƌĞĚŝƚKdĚĞƌŝǀĂƟǀĞƐ͕ƐƚƌƵĐƚƵƌĞĚƉƌŽĚƵĐƚƐΘĂƐƐĞƚƌĞƉĂĐŬĂŐŝŶŐ͘ ĂŶĚŝĚĂƚĞƐ ƐŚŽƵůĚ ŚĂǀĞ ƌĞůĞǀĂŶƚ ŵĞĚŝĂ ďĂĐŬŐƌŽƵŶĚ ĂŶĚ ŚĂǀĞ ĐŽŶƚĞŶƚ ĂĐƋƵŝƐŝƟŽŶ dŚĞǇĂƌĞƐĞĞŬŝŶŐĂĐŽŵŵŽŶůĂǁƋƵĂůŝĮĞĚůĂǁǇĞƌǁŝƚŚƚŽƉͲƟĞƌƚƌĂŝŶŝŶŐĂŶĚĐƌŽƐƐͲ releaseĞǆƉĞƌŝĞŶĐĞ͘/ŶƚĞƌŶĂƟŽŶĂůůĂǁĮƌŵĞǆƉĞƌŝĞŶĐĞǁŝůůďĞŚŝŐŚůǇĨĂǀŽ of Letraset sheets containing LoremƵƌĞĚ͘ Ipsum ďŽƌĚĞƌĞǆƉĞƌŝĞŶĐĞ͘ZĞĨ͗ϭϵϱϯϲϭ ϮͲϱнǇĞĂƌƐ passages,ZĞĨ͗ϭϵϯϴϭϭ and more recently with desktop publishing ϱнǇĞĂƌƐ Legal Counsel, Shipping . Singapore softwarePharmaceutical like Aldus . Singapore PageMaker including versions of Lorem Ipsum. ƌĞŶŽǁŶĞĚƵƌŽƉĞĂŶDEŝŶƚŚĞƐŚŝƉƉŝŶŐƐĞĐƚŽƌŝƐůŽŽŬŝŶŐĨŽƌĂůĂǁǇĞƌǁŝƚŚƐƚƌŽŶŐ dŚŝƐůĞĂĚŝŶŐƉŚĂƌŵĂĐĞƵƟĐĂůĐŽŵƉĂŶǇŝƐůŽŽŬŝŶŐĨŽƌĂƐĞŶŝŽƌůĂǁǇĞƌƚŽĐŽŵĞŽŶďŽĂƌĚ͘ ĐŽŵŵĞƌĐŝĂůĂŶĚƚƌĂŶƐĂĐƟŽŶĂůDΘĞǆƉĞƌŝĞŶĐĞ͕ŝĚĞĂůůǇŝŶƚŚĞƉŽƌƚƐĞĐƚŽƌ͘ĂŶĚŝĚĂƚĞƐ ĂŶĚŝĚĂƚĞƐ ƐŚŽƵůĚ ŚĂǀĞ Ă ŐŽŽĚ ƉĞĚŝŐƌĞĞ ďĂĐŬŐƌŽƵŶĚ ĂŶĚ ŝĚĞĂůůǇ ŚĂǀĞ ĐŽǀĞƌĞĚ ƐŚŽƵůĚďĞƋƵĂůŝĮĞĚŝŶĂĐŽŵŵŽŶůĂǁũƵƌŝƐĚŝĐƟŽŶ͘ DĂůĂǇƐŝĂĂŶĚƚŚĞEƌĞŐŝŽŶƐ͘/ŶͲŚŽƵƐĞĞǆƉĞƌŝĞŶĐĞŝƐƉƌĞĨĞƌƌĞĚ͘ ZĞĨ͗ϭϵϱϳϮϭ ϰнǇĞĂƌƐ ZĞĨ͗ϭϵϰϬϲϭ ϭϬнǇĞĂƌƐ Private Practice Roles

Banking & Finance . Singapore Funds/REITS . Singapore dŚŝƐŐůŽďĂůůĂǁĮƌŵƌĞƋƵŝƌĞƐĂďĂŶŬŝŶŐΘĮŶĂŶĐĞůĂǁǇĞƌĨŽƌŝƚƐŵĂƌŬĞƚůĞĂĚŝŶŐƚĞĂŵ͘ ǀĞƌǇƌĂƌĞƌŽůĞŚĂƐĂƌŝƐĞŶĂƚƚŚŝƐŝŶƚĞƌŶĂƟŽŶĂůůĂǁĮƌŵŝŶ^ŝŶŐĂƉŽƌĞ͘dŚĞǇĂƌĞŬĞĞŶ ĂŶĚŝĚĂƚĞƐ ŵƵƐƚ ŚĂǀĞ ĚĞŵŽŶƐƚƌĂďůĞ ƚƌĂŶƐĂĐƟŽŶĂů ĞǆƉĞƌŝĞŶĐĞ ŚŽŶĞĚ ĨƌŽŵ ĂŶ ƚŽ ŚŝƌĞ Ă ^'ͲƋƵĂůŝĮĞĚ ĨƵŶĚƐ WĂƌƚŶĞƌͬŽƵŶƐĞů ǁŝƚŚ Ă ĨŽĐƵƐ ŽŶ ƌĞĂů ĞƐƚĂƚĞ ĂŶĚ ŝŶƚĞƌŶĂƟŽŶĂůůĂǁĮƌŵĂŶĚĞǆĐĞůůĞŶƚĂĐĂĚĞŵŝĐƐ͘ ĞǆƉĞƌŝĞŶĐĞǁŝƚŚZ/dƐ͘^ŽŵĞŽŶĞǁŝƚŚŬŶŽǁůĞĚŐĞŽĨƚŚĞŚŝŶĂŵĂƌŬĞƚǁŽƵůĚďĞŽĨ ZĞĨ͗ϭϵϱϲϯϭ ϮͲϰнǇĞĂƌƐ ƉĂƌƟĐƵůĂƌŝŶƚĞƌĞƐƚ͘ZĞĨ͗ϭϵϱϳϱϭ WĂƌƚŶĞƌ Capital Markets . Singapore Corporate . Singapore dŚŝƐůĞĂĚŝŶŐŝŶƚĞƌŶĂƟŽŶĂůƉƌĂĐƟĐĞƌĞƋƵŝƌĞƐĂĐĂƉŝƚĂůŵĂƌŬĞƚƐůĂǁǇĞƌƚŽǁŽƌŬĂůŽŶŐƐŝĚĞ dŚŝƐƚŽƉƌĂŶŬĞĚŐůŽďĂůůĂǁĮƌŵŝƐŬĞĞŶƚŽƌĞĐƌƵŝƚĂŶ^'ͲƋƵĂůŝĮĞĚĐŽƌƉŽƌĂƚĞƉĂƌƚŶĞƌ͘ ĂƌĞŶŽǁŶĞĚƉĂƌƚŶĞƌŽŶĂŵŝǆƚƵƌĞŽĨDĂŶĚDǁŽƌŬ͘dŽƉĐůĂƐƐĂĐĂĚĞŵŝĐƐĂŶĚ dŚĞǇĂƌĞŚĂƉƉǇƚŽĐŽŶƐŝĚĞƌĂ&>ďƵƚǁŽƵůĚĂůƐŽĞŶƚĞƌƚĂŝŶƐŽŵĞŽŶĞũŽŝŶŝŶŐƚŚĞŝƌ ƉƌŝŽƌŝŶƚĞƌŶĂƟŽŶĂůĞǆƉĞƌŝĞŶĐĞŝƐĞƐƐĞŶƟĂů͘ ĨŽƌĞŝŐŶůĂǁƉƌĂĐƟĐĞ͘ŶĞŶĞƌŐǇƐĞĐƚŽƌĨŽĐƵƐĂŶĚĞǆƉĞƌŝĞŶĐĞŝŶ/ŶĚŽŶĞƐŝĂǁŽƵůĚďĞŽĨ ZĞĨ͗ϭϵϱϲϰϭ EYͲϮнǇĞĂƌƐ ƉĂƌƟĐƵůĂƌŝŶƚĞƌĞƐƚ͘ZĞĨ͗ϭϵϰϭϮϭ WĂƌƚŶĞƌ Corporate M&A . Singapore Corporate/ECM . Singapore ƌĂƌĞŽƉƉŽƌƚƵŶŝƚǇĨŽƌĂĚǇŶĂŵŝĐDΘůĂǁǇĞƌƚŽũŽŝŶƚŚŝƐĂǁĂƌĚͲǁŝŶŶŝŶŐƚĞĂŵŚĂƐ dŚŝƐůĞĂĚŝŶŐŝŶƚĞƌŶĂƟŽŶĂůůĂǁĮƌŵŝƐŬĞĞŶƚŽŚŝƌĞƚǁŽ^'ͲƋƵĂůŝĮĞĚWĂƌƚŶĞƌƐŝŶƚŽŝƚƐ ĂƌŝƐĞŶ͘tŽƌŬŝŶŐŽŶƐŽŵĞŽĨƚŚĞŵŽƐƚŚŝŐŚƉƌŽĮůĞĚĞĂůƐŝŶƚŚĞƌĞŐŝŽŶ͕ǇŽƵǁŝůůƉŽƐƐĞƐƐ ĐŽƌƉŽƌĂƚĞͬDƚĞĂŵ͘dŚĞǇǁŝůůĐŽŶƐŝĚĞƌƐŽŵĞŽŶĞǁŝƚŚĂƚƌĂĐŬƌĞĐŽƌĚĂŶĚƐŝǌĞĂďůĞ ĞǆĐĞůůĞŶƚĂĐĂĚĞŵŝĐƐĂŶĚƚĞĐŚŶŝĐĂůĂďŝůŝƚǇ͘/ŶĚŽŶĞƐŝĂĞǆƉĞƌŝĞŶĐĞďĞŶĞĮĐŝĂů͘ ƉƌĂĐƟĐĞĂŶĚĂůƐŽĂŵŽƌĞũƵŶŝŽƌƉĂƌƚŶĞƌůŽŽŬŝŶŐĨŽƌĂďĞƩĞƌƉůĂƞŽƌŵ͘ƚĞĂŵŵŽǀĞ ZĞĨ͗ϭϵϱϲϱϭ EYͲϮнǇĞĂƌƐ ǁŽƵůĚďĞŝĚĞĂů͘ZĞĨ͗ϭϵϰϵϲϭ WĂƌƚŶĞƌ Ship Finance . Singapore Banking . Singapore ,ŝŐŚůǇƌĞŐĂƌĚĞĚŝŶƚĞƌŶĂƟŽŶĂůůĂǁĮƌŵƌĞƋƵŝƌĞƐĂƚůĞĂƐƚŽŶĞĂĚĚŝƟŽŶĂůĮŶĂŶĐĞůĂǁǇĞƌ ZĂƌĞ ƌŽůĞ Ăƚ ƚŚŝƐ ŝŶƚĞƌŶĂƟŽŶĂů ůĂǁ Įƌŵ͘ dŚĞǇ ĂƌĞ ŬĞĞŶ ƚŽ ŚŝƌĞ Ă ^' Žƌ ŽǀĞƌƐĞĂƐ ƚŽŚĂŶĚůĞƉƌŝŵĂƌŝůǇƐŚŝƉĂŶĚŽīƐŚŽƌĞŽŝůΘŐĂƐĮŶĂŶĐĞǁŽƌŬ͘'ĞŶĞƌĂůĮŶĂŶĐĞůĂǁǇĞƌƐ ƋƵĂůŝĮĞĚďĂŶŬŝŶŐͬĮŶĂŶĐĞWĂƌƚŶĞƌďĂƐĞĚŝŶ^ŝŶŐĂƉŽƌĞďƵƚǀĞƌǇŵƵĐŚĨŽĐƵƐĞĚŽŶƚŚĞ ǁŝƚŚĂŶŝŶƚĞƌĞƐƚŝŶƐƉĞĐŝĂůŝƐŝŶŐĂƌĞĂůƐŽŽĨŝŶƚĞƌĞƐƚ͘ /ŶĚŽŶĞƐŝĂŵĂƌŬĞƚ͘^ŽŵĞŽŶĞǁŝƚŚĐŽŵďŝŶĞĚƉƌŽũĞĐƚĮŶĂŶĐĞͬďĂŶŬŝŶŐƉƌĂĐƟĐĞǁŽƵůĚ ZĞĨ͗ϭϵϱϰϴϭ EYͲϱнǇĞĂƌƐ ďĞĂĚǀĂŶƚĂŐĞŽƵƐ͘ZĞĨ͗ϭϵϰϵϳϭ WĂƌƚŶĞƌ

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