Legal Updates for January 2016Setting Aside, Striking out and Appeals to the Court of Appeal in Ship Arrests
The Singapore Court of Appeal once again has had to grapple with ship arrest, setting aside and appeals to the Court under the High Court (Admiralty Jurisdiction) Act (Cap 123, 2001 Rev Ed) and the Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed). In one of the most important admiralty and shipping cases of 2015, The "Chem Orchid" [2016] SGCA 4, the Court of Appeal examined the issue of the right to appeal and to seek the leave of the High Court for appeals to the Court of Appeal in Setting Aside / Striking out cases. Mr Philip Tay (assisted by Ms Yip Li Ming) of Rajah & Tann Singapore LLP represented Mercuria Energy SA in The "Chem Orchid" appeal and in the High Court decision in the The "Chem Orchid" [2015] SGHC 50.
MAS Consults on Proposed Amendments to Complete Reforms in OTC Trade Reporting Regime
The Monetary Authority of Singapore (the "MAS") is consulting on proposed amendments to the Securities & Futures (Reporting of Derivatives Contracts) Regulations ("SF(RDC)R") to implement the reporting of commodity and equity derivatives contracts and other revisions to complete the implementation of the OTC derivatives trade reporting regime in Singapore. The consultation ends on 15 February 2016. This Update takes a look at the proposed amendments to the SF(RDC)R.
Appointment of the Chairman of the Philippine Competition Commission
On 24 January 2015, it was announced that Mr Arsenio Balisacan, Director-General of the Philippine National Economic and Development Authority had been appointed as the head of the Philippine Competition Commission ("PCC"). One of the first tasks of the PCC will be to issue the rules and regulations necessary to implement the Act. As the Act provides for a transitional period of two years during which businesses will have to put their house in order, businesses must monitor very closely the various legislation and guidelines which will be produced by the PCC and take every opportunity to voice any concerns the implementation may have on their business.
SGX Seeks Feedback on Proposed Amendments to Align Listing Rules with Changes to the Companies Act
In October 2014, the Companies (Amendment) Act 2014 was passed by Parliament to amend the Companies Act. The Singapore Exchange ("SGX") is now seeking feedback on proposed amendments to the SGX-ST Listing Rules for alignment with the amended Companies Act. SGX is also consulting on policy positions that are highlighted by other recent statutory amendments. The consultation ends on 12 February 2016.
This update takes a look at the proposed amendments to the Listing Rules, which relate to three key areas – directors, shareholders and shares.
Merger of Singapore Infocomm and Media Regulators
The Singapore Ministry of Communications and Information ("MCI") announced on 18 January 2016 that the Info-communications Development Authority ("IDA") and the Media Development Authority ("MDA") will be restructured to form the Info-communications Media Development Authority ("IMDA") and the Government Technology Organisation ("GTO"). The new IMDA will combine the regulatory and industry promotion functions of both the IDA and the MDA, and will include the Personal Data Protection Commission ("PDPC"). The establishment of a converged regulator is a logical evolution that follows the examples of other converged regulators worldwide. This update explains the restructuring, the roles of the new regulators, and analyses the potential impact on the legislative and licensing framework governing infocomm media players.
Patent Tax and Reclassification of Taxpayers
The Cambodian system of taxation has seen a major overhaul in a concerted push towards modernisation over the past two years. The government's recently launched taxation strategy aims to increase revenues "by improving transparency, efficiency and equity of the tax system, and monitoring tax collection more closely". With a view to further these objectives, the National Assembly and the Senate adopted the Law on Financial Management for 2016, which was promulgated by Royal Kram No. NS/RK/1215/016 on 17 December 2015.
China's New Anti-Terrorism Law: Implications for Firms Dealing with Data in China
On 27 December 2015, China's National People's Congress Standing Committee passed a new anti-terrorism law (the "Law") that creates a legal framework providing Chinese authorities with wide-ranging powers to compel the cooperation and assistance of technology firms in the country’s war against terrorism. The Law came into effect on 1 January 2016. This client update will analyse the Law and the specific obligations and restrictions imposed by its relevant cybersecurity provisions, examining its impact on pertinent issues such as data privacy and discussing the broader implications stemming from this law for technology firms seeking to do business in the People's Republic of China.
Competition Bites – ASEAN & Beyond
This update highlights as quick notes a number of important competition-related legal and economic developments in ASEAN as well as key jurisdictions across the world. The update reminds all of the importance of complying with competition laws across different countries. This is particularly so for businesses active in ASEAN, as almost all the ASEAN countries have now enacted competition laws, in line with the ASEAN Economic Community commitment to introduce competition policy by 2015.
Compounding a Debt to Avoid a Winding Up Order
A statutory demand against a company is usually a precursor to a winding up application from the creditor. However, there are a number of ways for the debtor company to stave off the making of the winding up order, such as the compounding of the debt to the reasonable satisfaction of the creditor under section 254(2)(a) of the Companies Act (Cap. 50) (the "Act"). In Bombay Talkies (S) Pte Ltd v United Overseas Bank Limited [2015] SGCA 66, the Singapore Court of Appeal provided authoritative exposition on what constitutes the 'compounding' of a debt within the meaning of section 254(2)(a) of the Act. The creditor in this appeal managed to have the winding up order against the debtor upheld by the Court of Appeal, and was successfully represented by Rebecca Chew and Mitchell Yeo of Rajah & Tann Singapore LLP.
How Conclusive Is A Signature?
Business relationships and transactions are usually based on contracts, and nothing is as binding on a party as signing on the dotted line. We would expect legal obligations to follow the signee. However, there are instances where signatures can be 'disguised' or forged. In the case of The Bank of East Asia Limited v Sudha Natrajan [2015] SGHC 328, the Court had to decide whether the signature on a contract was indeed executed by the Defendant, or a forgery as alleged by the Defendant. Here, the sanctity of the contract in question was successfully upheld by Chua Beng Chye and Cherie Tan of Rajah & Tann Singapore LLP.
The Evolving Employment Landscape In Singapore - Looking Ahead To 2016
2016 promises to be an interesting and hectic year for both employers and employees as the employment landscape in Singapore continues to evolve towards a more pro-employee and pro-Singaporean approach. In this Update, we provide a summary of some of the key developments in 2015 and look at the key changes to Singapore's employment legislation in 2016. Employers are well advised to be cognisant of these changes to avoid unforeseen negative consequences.
Factors Considered by the Court when Granting Leave to Convene a Meeting to Consider a Scheme of Arrangement
Under s210(1) of the Companies Act, the Court has the power to grant leave to convene a meeting between a company and its creditors to consider and, if thinks fit, approve a scheme of arrangement. In Re Sembawang Engineers and Constructors Pte Ltd [2015] SGHC 250, the Singapore High Court granted an application for a s210(1) order; this order and a similar order made in respect of the applicant’s parent company were successfully defended in Re Punj Lloyd Pte Ltd and another matter [2015] SGHC 321 by Patrick Ang, Low Poh Ling, Chew Xiang and Ng Kexian from Rajah & Tann Singapore LLP.
Restraint Orders Against Insolvency Proceedings
Financial difficulties are not uncommon in the course of a business' lifespan, and though there may be the threat of insolvency, there are a number of alternative avenues through which a company may stave off winding up proceedings. In Re Conchubar Aromatics Ltd [2015] SGHC 322, the Singapore High Court examined restraint orders against insolvency proceedings under s210 of the Companies Act, which deals with schemes of arrangement.
Developments in Commercial Law in 2015
This Client Update summarises some of the notable developments in Singapore case law in 2015 in the fields of Shipping & International Trade, Company Law, White Collar Crime, and Family & Probate.
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