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Having received broad support for dual class share ("DCS") structures following a February 2017 public consultation on a possible listing framework for DCS structures (“February 2017 consultation”), the Singapore Exchange ("SGX") will allow the listing of companies with DCS structures. Issuers who wish to list with a DCS structure must meet the Mainboard listing criteria under Chapter 2 of the SGX-ST Listing Rules (Mainboard) ("Mainboard Rules"), and other additional requirements under the proposed DCS listing framework ("Framework").
On 28 March 2018, SGX issued its response to feedback received on the February 2017 consultation, and at the same time, commenced its second consultation in respect of the Framework. This second consultation sets out proposed amendments to the Mainboard Rules to codify the Framework, and details of proposed safeguards. Key proposals relate to: (i) the admission and related criteria for listing; (ii) various safeguards against entrenchment risks and expropriation risks; and (iii) measures to enhance clarity to investors.
The public consultation ends on 27 April 2018.
Click here to read our client update.
The Inland Revenue Authority of Singapore ("IRAS") consulted on draft goods and services tax ("GST") guides published in regards to businesses and individuals buying services from overseas providers. IRAS is proposing to implement a reverse charge mechanism to tax business-to-business ("B2B") supplies of imported services, and implement a new Overseas Vendor Registration Scheme to tax business to consumer ("B2C") supplies of digital services.
The public consultation ended on 20 March 2018.
Read the draft Guides here.
On 5 March 2018, the Minister for Manpower announced in Parliament that key changes will be made to the Employment Act to cover more employees in Singapore with effect from 1 April 2019.
Professional, managers and executives in Singapore earning more than S$4,500 will now be covered by the core provisions of the Employment Act, pending any further exemptions to be announced. Additionally, more employees will also be covered under the additional protections afforded to more vulnerable employees under the Employment Act. The amendments will also streamline the forum for hearing employer-employee disputes.
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The Securities Commission Malaysia, the Monetary Authority of Singapore, and the Securities and Exchange Commission of Thailand have signed a Memorandum of Understanding to enhance the ASEAN Collective Investment Schemes ("CIS") Framework. The Framework enables fund managers operating in one jurisdiction to offer funds constituted and approved in that jurisdiction to retail investors in the other two jurisdictions under a streamlined authorisation process.
The enhanced Framework took effect on 23 February 2018.
Click here for more details.
The Corporate Governance Council ("CGC") has proposed amendments to the Code of Corporate Governance in a Consultation Paper published on 16 January 2018. As a result of the recommendations made by the CGC, the Singapore Exchange ("SGX") has also proposed amendments to the SGX Listing Rules, as set out in the consultation paper. These amendments aim to tweak and tighten existing rules so as to improve the corporate governance practices of companies listed in Singapore.
The public consultation ended on 15 March 2018.
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On 8 January 2018, the Cybersecurity Bill ("Bill") was introduced in Parliament. The Bill takes into account the feedback received from a public consultation on the earlier draft Cybersecurity Bill ("Draft Bill"). The Bill seeks to establish a framework for the protection of critical information infrastructure against cybersecurity threats, the adoption of measures to prevent, manage and respond to cybersecurity threats in Singapore, and the regulation of providers of licensable cybersecurity services. The Bill was passed on 5 February 2018.
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The case of Re: Zetta Jet Pte Ltd and others [2018] SGHC 16 is the first reported decision from the Singapore High Court on the recognition of foreign insolvency proceedings under the UNCITRAL Model Law on Cross-Border Insolvency, providing a demonstration of how the courts will apply the new law.
In its decision, the High Court declined to grant full recognition of US insolvency proceedings due to public policy reasons, as the US proceedings were in breach of a Singapore court injunction. However, the High Court granted the foreign insolvency representative limited recognition to set aside or appeal against the Singapore injunction.
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Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only
intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice.
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Rajah & Tann Singapore LLP
9 Straits View Marina One West Tower #06-07 Singapore 18937 Republic of Singapore http://sg.rajahtannasia.com
Contacts: Francis Xavier, SC, PBMPartnerD +65 62320551francis.xavier@rajahtann.comChia Kim HuatPartnerD +65 62320464kim.huat.chia@rajahtann.comHoward CheamPartnerD +65 62320685howard.cheam@rajahtann.comRajah & Tann Asia is a network of legal practices based in Asia. | Member firms are independently constituted and regulated in accordance with relevant local legal requirements. Services provided by a member firm are governed by the terms of engagement between the member firm and the client. | This update is solely intended to provide general information and does not provide any advice or create any relationship, whether legally binding or otherwise. Rajah & Tann Asia and its member firms do not accept, and fully disclaim, responsibility for any loss or damage which may result from accessing or relying on this update. |
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