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eOASIS is Rajah & Tann Singapore LLP's legal information website for clients, containing business and legal information prepared from a practitioner's viewpoint. It has four different modules, updated regularly, and materials range from commentaries on the latest legal developments to key legal and business information.

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Key Legislative Changes to Align Regulatory Regimes for BTs with Companies and REITs From 12 March 2024
The Business Trusts (Amendment) Act 2022 ("Amendment Act") contains changes to the Business Trusts Act 2004 ("BTA") which governs the registration and regulation of registered business trusts ("BTs"). Since the BTA came into effect, there have been various amendments to the Companies Act 1967 ("CA") to improve the regulatory regime for companies. As such, the Amendment Act introduces changes to amend the BTA to align with certain corresponding provisions in the CA to improve the regulatory regime for BTs. Changes under the Amendment Act will be implemented in two phases. Phase 1 amendments came into effect on 12 March 2024 and phase 2 amendments will be implemented concurrently with supporting subsidiary legislation. The Monetary Authority of Singapore intends to consult on supporting legislation for phase 2 amendments in Q2 2024, targeting implementation in Q4 2024. This Update gives a snapshot of salient key amendments to the BTA that came into force on 12 March 2024.  

Ratification – Not Always a Magic Bullet
Modern day commercial transactions are typically executed by agents (usually, directors) on behalf of their principals. Where an agent’s act is not authorised by the principal, a valid ratification retrospectively authorises the agent to enter into the transaction. Yet ratification is not always a magic bullet. There are parameters to a principal’s power to ratify. Among others, can a principal ratify a contract in which it is expressly named as a party, even though it did not know about the contract at the time a litigation on the contract started?

The team of Gregory Vijayendran SC, Lester Chua and Tomoyuki Lewis Ban from Rajah & Tann Singapore LLP’s Commercial Litigation Practice Group successfully represented the respondents in resisting an appeal before Singapore’s apex court in Alternative Advisors Investments Pte Ltd v. Asidokona Mining Resources Pte Ltd anor [2024] SGCA 3. In this recent case, the dispute involved the issue of whether certain loan documents and deeds of assignment were valid, in circumstances where the purported principal was not aware of the agreements at the time the claim was initiated, and where the agent had not purported to act on the purported principal’s behalf when executing the agreements. The Court of Appeal held that the alleged ratification of the agreements was invalid.

The team from Rajah & Tann was instructed by M&A Law Corporation. This Update elucidates the key considerations that the Court of Appeal took into account in dismissing the appeal.  

Mandatory Climate Reporting for Listed Issuers from FY 2025, and Large Non-Listed Companies to Follow from FY 2027
On 28 February 2024, the Accounting and Corporate Regulatory Authority and Singapore Exchange Regulation ("SGX RegCo") announced details of mandatory climate-related disclosure for: (1) issuers listed on the SGX-ST ("listed issuers") from financial year ("FY") 2025; and (2) large non-listed companies limited by shares with annual revenue of at least S$1 billion and total assets of at least S$500 million ("Large NLCos") (unless exempted) from FY 2027, as part of a finalised climate reporting and assurance implementation roadmap set out in the Response paper. This is following consultations on the recommendations from the Sustainability Reporting Advisory Committee.

SGX RegCo is separately conducting a public consultation on its proposals on the amendments to the listing rules of the SGX-ST to implement the above recommendations, as set out in its Consultation Paper on "Sustainability Reporting: Enhancing Consistency and Comparability" issued on 7 March 2024. The consultation closes on 5 April 2024.

This Update provides a snapshot of the upcoming and/or anticipated key mandatory climate reporting requirements for listed issuers and Large NLCos.  

SGX RegCo Seeks Feedback on Enhancing Listing Rules on Restructuring and Trading Resumption Processes for SGX ListCos
The Singapore Exchange Regulation ("SGX RegCo") is seeking comments on its proposed changes to the SGX Listing Rules (Mainboard) and SGX Listing Rules (Catalist) to clarify the obligations of issuers listed on SGX-ST ("issuers") undergoing the corporate restructuring process under Insolvency, Restructuring and Dissolution Act 2018 of Singapore, and to streamline the application process for trading resumption by suspended issuers. If implemented, the changes will enable issuers to conduct restructuring more efficiently, while reducing the regulatory burden in the restructuring process. The public consultation closes on 22 March 2024.

This Update provides a summary of SGX RegCo's key proposals to improve the restructuring and trading resumption frameworks.  


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