Allen & Overy LLP (JD Supra Singapore)

The Monetary Authority of Singapore (MAS) has issued a Consultation Paper on Proposals to Mandate Reference Checks. - All financial institutions and entities regulated by the MAS are proposed to be required to carry out reference checks and to keep conduct records on the majority of their employees. If the proposed regime is implemented without change, it will mean that Singapore’s reference...

The Monetary Authority of Singapore (MAS) has proposed allowing foreign head offices and other branch offices (collectively, foreign branches) of financial institutions in Singapore (Singapore FIs) to provide cross-border financial services under an arrangement with Singapore FIs forming part of the same legal entity to customers in Singapore by a system of ex-post notification. This proposal was

The SGX and SGX Regco announced today a consultation on the amendment of the Listing Rules to allow for Special Purpose Acquisition Companies (SPACs) to be listed on the Mainboard. This is a significant development for capital markets in the region and will help bolster Singapore as a leading gateway for fund raising. We look at the proposed criteria for listing.

On 22 January 2021, the Digital Senior Officials’ meeting of the Association of Southeast Asian Nations (ASEAN) approved model contractual clauses for cross-border data flows (ASEAN Model Clauses) and related guidance on their implementation. The ASEAN Model Clauses include two sets of contractual terms to cover controller-processor and controller-to-controller situations.

Banks, asset managers and insurers have 18 months to introduce and implement environmental risk management practices in accordance with new Guidelines on Environmental Risk Management. The Guidelines were issued by the Monetary Authority of Singapore on 8 December 2020. This note looks at the requirements in the Guidelines and suggests some preliminary steps that these financial institutions...

The world’s largest trade agreement, the Regional Comprehensive Economic Partnership (RCEP) was signed on 15 November 2020, concluding more than 30 rounds of negotiations over eight years. Please see full Publication below for more information.

On 1 December 2020, the International Arbitration (Amendment) Act 2020 (the Amendment Act) came into force, introducing two of the proposed amendments to the Singapore International Arbitration Act (SIAA) that had been subject to public consultation in 2019. The new provisions introduced by the Amendment Act, which are not mirrored in the laws of competing jurisdictions such as Hong Kong, add to

As Covid-19 coronavirus continues to spread across the globe, the various forums for dispute resolution worldwide find themselves presented with novel challenges, in particular relating to issues around physical attendance at hearings. While much of the dispute resolution process is document based, up until this point, hearings have usually involved the parties, experts, witnesses and...

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

Singapore Exchange Regulation (SGX RegCo) issued a Consultation Paper on Enhancements to the Regulatory Regime for Property Valuation and Auditors on 16 January 2020.

The Singapore Exchange (SGX) has amended the Listing Rules to enhance disclosures in relation to various transactions. The transactions affected include the provision of loans, guarantees and other forms of financial assistance; the acquisition and disposal of assets; changes in capital; and interested person transactions. The amendments took effect from 7 February 2020.

The Monetary Authority of Singapore (MAS) has issued three new consultations each dealing with different aspects of the regulation of digital payment tokens (DPTs) under the Payment Services Act (PSA). It has also recently clarified that where a DPT may be characterized as either a debenture or as e-money, its policy approach will be to regulate it as e-money. Note that the PSA will come into...

In a recent case, the High Court had to consider whether to apply a moratorium to the enforcement of a share charge taken over the shares in a Singapore company where that company was subject to insolvency proceedings in the United States. It held that it had no basis to do so under section 259 of the Companies Act which renders void a transfer of shares in company made after the commencement of...

In The Enterprise Fund III Ltd & Ors v OUE Lippo Healthcare Ltd (2019), the Singapore Court of Appeal held that where a company that had been given a standby credit facility in order to buy shares in itself, the entire transaction including the standby credit facility was void as being in breach of the prohibition against a company holding shares in itself.

The Variable Capital Company (VCC) is a new corporate entity structure under which several collective investment schemes (whether open-end or closed-end) may be gathered under the umbrella of a single corporate entity and yet remain ring-fenced from each other. It is similar to the open-ended investment company structure in the UK and protected cell company or segregated portfolio company...

The Monetary Authority of Singapore (MAS) announced on 29 August 2019 that it will begin accepting applications for new digital bank licences. This follows from its earlier announcement on 28 June 2019 of its intention to issue up to two digital full bank licences and up to three digital wholesale bank licences. Please see full publication below for more information.

The MAS recently issued Guidelines on Provision of Financial Advisory Services, which set out the approach of the MAS to determining whether a person is providing financial advisory services in Singapore. In a separate development, it clarified recently that a financial adviser that ceases business will only have its licence cancelled once it can show that it has properly discharged its...

The SGX has amended the voluntary delisting regime. Among other things, exit offers must be both fair and reasonable and the offeror and parties acting in concert with it may not vote. The changes are intended to afford greater protection to minority shareholders.

The Monetary Authority of Singapore (MAS) has announced its intent to issue up to five digital bank licences, comprising: • Up to two digital full bank licences, which will eventually allow the provision of a wide range of financial services and deposit-taking from retail customers; and • up to three digital wholesale bank licences, which will serve small and medium-sized enterprises (SMEs)

Organisations will need to start planning for how to deal with data portability requests. A number of other jurisdictions already require organisations to transmit personal data held by that organisation to another if so requested by the data subject. Such data portability obligations are being proposed by the PDPC in its recent consultation paper, which also seeks views on data innovation...

Ensuring compliance with the MAS’s proposed Guidelines on Individual Accountability and Conduct will be a non-trivial exercise. While non-prescriptive in nature, FIs will need to conduct a proper and systematic analysis of their operations in Singapore and the risks attendant to their business in Singapore to ensure that responsibility for each material aspect is accounted for.

In Re Zetta Jet Pte Ltd (2019), the Singapore High Court held that the Centre of Main Interest (COMI) of a Singapore-incorporated company was the US. It noted that a company’s jurisdiction of incorporation could be displaced as the presumed COMI jurisdiction on evidence to the contrary.

In Asplenium Land v Lam Chye Shing (2019), the Singapore High Court had to consider whether emails to and from a person acting as a company’s legal counsel were protected by legal advice privilege where that person had been seconded to the company by a company that was not its parent company. It also discussed the factors required to show that an employment contract had arisen. The case...

The Variable Capital Companies Act 2018 is expected to come into force in the second half of 2019. The MOF is currently consulting on the GST and stamp duty treatment of sub-funds in a VCC. It is proposed that for these purposes sub-funds will be treated as if they were separate entities in respect of supplies and transactions made.

The MAS is proposing changes to requirements for outsourcing arrangements by banks and merchant banks. The proposals will extend requirements on outsourcing to a wider range of outsourcing arrangements as well as enhance the requirements for such arrangements. Other changes have also been proposed to the Banking Act.

Financial advisers from Singapore, Malaysia, the Philippines and Thailand can apply to provide financial advisory services in each others’ jurisdictions pursuant to the ACMF Pass. In a separate development, the MAS is proposing that related corporations of Singapore financial institutions can enter into arrangements to provide services in Singapore through their Singapore related corporation...

The Takeover Code has been amended to provide that where changes in the number of votes of multiple vote shares in a dual class shares company results in a shareholder coming under an obligation to make a general offer for the company, the obligation will not apply if, among other things, the shareholder is independent of the change. It also sets out how the offer price is to be determined in...

Banks will need to include bail-in recognition provisions in certain regulatory capital instruments not governed by Singapore law. New approval and notification requirements also applied to banks as from 30 November 2018. These include a new requirement to inform the MAS of any development that is likely to materially affect adversely the bank, any entity in its bank group or any entity in its...

A new Payment Services Bill tabled in Parliament sets out the MAS’s proposed licensing framework for providers of payment service activities. The three categories are: Money-Changing Licensee, Standard Payment Institution and Major Payment Institution. They will need to implement AML/CFT measures and user protection measures. AML/CFT measures apply to all three types of licensees. The user...

The SGX is proposing various amendments to the voluntary delisting regime. In a separate consultation, it is also proposing removing the power of the Listings Advisory Committee to look into applications not referred to it. That consultation also proposes requiring issue managers to be independent from the listing applicant.