To facilitate business arrangements between financial institutions in Singapore ("Singapore FIs") and their foreign related corporations ("FRCs"), the Monetary Authority of Singapore ("MAS") has put in place a framework since 2002 that permits these FRCs to provide cross-border financial services to customers in Singapore without being subject to the licensing requirements in Singapore ("FRC Framework"). Under the current FRC Framework, an arrangement between a Singapore FI and its FRCs for the FRCs to provide cross-border financial services in Singapore ("FRC Arrangement") must be approved by MAS on a case-by-case basis.
On 5 June 2020, MAS announced that it will proceed with its proposal to move the approval approach under the FRC Framework to an ex-post notification approach ("New FRC Framework"). This follows a public consultation conducted by MAS from 4 December 2018 to 31 January 2019.
In summary, the New FRC Framework covers:
- persons holding a capital markets services ("CMS") licence under the Securities and Futures Act (other than persons licensed to conduct the regulated activity of fund management solely in respect of the management of portfolios of specified products on behalf of venture capital funds);
- persons licensed as financial advisers under the Financial Advisers Act;
- specified exempt CMS licence holders;
- exempt financial advisers;
- exempt over-the-counter brokers; and
- exempt futures brokers.
Upon an FRC Arrangement meeting the boundary conditions imposed by MAS to mitigate the risks arising from cross-border business arrangements ("boundary conditions") under the new FRC Framework, the Singapore FIs will be able to commence the FRC Arrangement without the need to seek prior approval from MAS. The boundary conditions deal with the following matters:
- Notification requirements by Singapore FIs;
- Regulatory status of Singapore FIs;
- Regulatory status of FRCs;
- Permissible clientele under the FRC arrangement;
- Internal controls over the FRC arrangement; and
- Annual reporting requirements.
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E-commerce is a vital and growing section of the retail industry, with online retail making up a fast-increasing proportion of the total retail sales in Singapore.
The e-commerce process, however, is not without its own complexities and unique considerations. Enterprise Singapore ("ESG") and the Singapore Standards Council ("SSC") have thus launched the first national standard, Technical Reference 76 ("TR 76"), on guidelines for e-commerce transactions. The development of TR 76 was an industry-led effort, comprising representatives from the Consumers Association of Singapore, Singapore Retailers Association, online marketplaces, as well as payment and logistics service providers, among others.
TR 76 serves as a practical guide for e-retailers who sell directly to customers online, as well as online intermediaries such as e-marketplaces. It may also be relevant for third-party service providers, retailers providing online catalogues and parties looking to start their own online businesses. The guidelines provide comprehensive end-to-end coverage of the e-commerce transaction process, covering:
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Maritime casualty incidents can lead to extensive and complex dispute resolution proceedings, including claims for damage, loss of cargo and subsequent salvage. The seat of dispute resolution is of particular importance, as such claims often require sufficient support in terms of legal infrastructure.
As a global maritime hub, Singapore stands as one of the key jurisdictions for admiralty and shipping dispute resolution. On this front, the Singapore government continues to focus on developing the nation's maritime capabilities, pushing ahead with new laws to further enhance the legal framework and keep pace with other jurisdictions. Two recent developments demonstrate these progressive efforts:
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the introduction of legislative amendments to support Singapore's adoption of the International Convention on Salvage; and
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the implementation of the 1996 Protocol to the Convention on Limitation of Liability for Maritime Claims under Singapore law.
These developments mean that Singapore will be better able to hear salvage claims and allow enforcement of such claims through ship arrest. They also serve to increase the limits of liability for claims against ship-owners, further extending the attraction of Singapore's maritime arbitration and litigation jurisdiction. The enhancements to Singapore's maritime legal framework greatly increase its viability and its attractiveness as a seat of dispute resolution, particularly for salvage claims or damage claims arising out of casualty incidents.
For more information, click here to read our Legal Update.
On 14 May 2020, the Ministry of Communications and Information ("MCI") and the Personal Data Protection Commission ("PDPC") jointly issued a public consultation paper to seek comments on the draft Personal Data Protection (Amendment) Bill ("PDP (Amendment) Bill"). The consultation closed on 28 May 2020.
The draft PDP (Amendment) Bill sets out the proposed amendments to the Personal Data Protection Act 2012 ("PDPA"). These amendments are precipitated by the global shift towards a digitised economy, and the exponential increase in the need for and usage of personal data in business transactions and growing threat of data breaches. The amendments are intended to ensure that the PDPA keeps pace with the changing circumstances, while providing for effective protection of personal data in the digital economy.
For more information, click here to read our Legal Update.
The interaction between the insolvency regime and the arbitration framework has been a subject of much discussion before the Singapore courts. In a series of landmark decisions, the Singapore Court of Appeal recently clarified a crucial question: when a dispute is meant to be arbitrated under an arbitration agreement but the creditor company instead applies to wind up the debtor company, what must the debtor company establish before it can successfully stay or dismiss the winding-up proceedings?
This question was argued before the Singapore High Court and the Singapore Court of Appeal in three recent cases in which Rajah & Tann Singapore's dispute resolution team delivered wins for their respective clients:
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AnAn Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Company) [2020] SGCA 33 ("AnAn v VTB"), in which the Appellant was successfully represented by Lee Eng Beng SC, Chew Xiang and Torsten Cheong from the Restructuring & Insolvency Practice;
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BWG v BWF [2020] SGCA 36 ("BWG v BWF"), in which the Respondent was successfully represented by Kendall Tan, Ting Yong Hong, Aleksandar Georgiev and Darren Lim from the Shipping & International Trade Practice; and
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BW Umuroa Pte Ltd v Tamarind Resources Pte Ltd [2020] SGHC 71 ("BW v Tamarind"), in which the Plaintiff was successfully represented by Sim Kwan Kiat and Ho Zi Wei from the Restructuring & Insolvency Practice.
In AnAn v VTB, the Court of Appeal settled the disputed question of what standard should apply when determining whether to stay or dismiss winding-up proceedings in favour of arbitration – the "prima facie dispute" standard, or a higher "triable issue standard"? The Court held that the prima facie standard should apply, such that the winding-up proceedings would be stayed or dismissed as long as (a) there is a valid arbitration agreement between the parties; (b) the dispute falls within the scope of the arbitration agreement; and (c) the dispute is not being raised by the debtor in abuse of the court's process.
In BWG v BWF, the Court of Appeal adopted the prima facie standard applied in AnAn v VTB and went on to elaborate on what might constitute an abuse of process which would prevent an applicant from restraining winding-up proceedings. The Court highlighted that abuse of process is ultimately exercised at the court's discretion, which depends on all the interests and circumstances of the case.
In BW v Tamarind, the Defendant applied for a stay of winding-up proceedings in favour of arbitration. The High Court found in favour of the Plaintiff, holding that, even on the lower standard of proof, the Defendant had not managed to raise a bona fide prima facie dispute over the alleged unpaid debt, or in relation to its alleged cross-claims.
For more information, click here to read our Legal Update.
