Legal Updates

Legal Updates for March 2017

Listing Rules to be Amended for Alignment with Changes to the Companies Act
The SGX-ST Listing Rules (Mainboard) and the SGX-ST Listing Rules (Catalist) will be amended for alignment with changes to the Companies Act. The amendments will take effect from 31 March 2017, and relate to the following areas:

  • Insurance coverage and indemnities for directors;
  • Shareholder consent for electronic transmission of notices and documents;
  • Safeguards for electronic transmission of notices and documents;
  • Restraint on exercise of voting rights;
  • Treatment of shares held by a subsidiary in its holding company; and
  • Annual Reports.

Will the Singapore Court Assist in Cross-Border Schemes of Arrangement?
With corporate insolvencies becoming increasingly cross-border in nature, the Singapore court has had to consider whether and how it should recognise foreign insolvency proceedings and render assistance by regulating its own proceedings. In Arris Solutions, Inc and others v Asian Broadcasting Network (M) Sdn Bhd [2016] SGHC(I) 1, the Singapore International Commercial Court examined the appropriate scope of such assistance in the context of a foreign scheme of arrangement.

New Cybersecurity Laws Introduced in Parliament
In April 2016, the Minister for Communications and Information Dr Yaacob Ibrahim revealed that a standalone Cybersecurity Bill to strengthen laws against online crimes would be tabled in Parliament sometime in 2017. While we are still awaiting this standalone Cybersecurity Bill, the Singapore Government has taken steps to strengthen the existing Computer Misuse and Cybersecurity Act ("CMCA").

The Computer Misuse and Cybersecurity (Amendment) Bill ("Bill") was introduced in Parliament on 9 March 2017 and given a First Reading. This update takes a look at the key changes proposed by the Bill.

Intellectual Property Case Updates - Malaysia
This issue of Intellectual Property Case Updates provides case notes on some recent Malaysian cases on intellectual property.

It is not often that the provisions of well known marks under the Malaysian Trade Marks Act 1976 are ventilated and decided upon by the Courts. The Court of Appeal has recently affirmed the decision of the High Court in Y-Teq Auto Parts (M) Sdn Bhd v X1R Global Holdings & Anor which touched on the scope of a well known mark provision under the Act prohibiting registration of a mark even where the goods of the parties are not the same.

In a case that illustrates the importance for trade mark owners to use their registered trade marks, failing which they run the risk of not only losing their registrations but also allowing their competitors to enter the market using substantially similar trade marks, the Malaysian Federal Court has recently denied a registered trade mark owner permission to appeal against the decision of the Court of Appeal in El Baik Food Systems Co, S.A. v Al Baik Fast Food Distribution Co S.A.E., where the Court of Appeal ruled that the owner's registered trade marks be expunged and those of its competitors be maintained.

SGX Proposes Changes to Equities Market Structure to Facilitate Greater Retail Participation
On 8 March 2017, the Singapore Exchange ("SGX") launched a public consultation on proposed changes to minimum bid size, forced order range and shorter trading hours for the securities market. These proposed adjustments aim to "address current market conditions, while balancing the diverse objectives and interests of different segments of participants in the market ecosystem." The consultation ends on 29 March 2017.

At the same time, SGX also announced that it would mandate that all Mainboard IPO companies allocate to retail investors, at least 5% or S$50 million, whichever is lower, of their offer size, to facilitate greater retail participation. The new rules on the minimum allocation are effective 2 May 2017.

The Scope of Police Power to Seize Property
The Police are empowered to seize certain property in the course and for purposes of their investigations. However, this power is not without its limits, both in terms of scope and time. In Rajendar Prasad Rai and another v Public Prosecutor and another matter [2017] SGHC 49, the High Court examined the extent of the power of seizure.

Time for a Warming Up of the Residential Property Market?
On 10 March 2017, the Stamp Duties (Amendment) Bill was read and passed in Parliament. The legislative amendments took effect on 11 March 2017.

In summary, the holding period for which Seller's Stamp Duty will apply was reduced from 4 years to 3, with the stamp duty rate payable being reduced by 4% for each year. The total debt servicing ratio ("TDSR") will also no longer be applicable to borrowers who take up loans secured on their residential properties, but which are not taken for the purchase of the property, where the loan does not exceed 50% of the property's value.

The Government also introduced the payment of stamp duty for the sale and purchase of equity interest in property holding entities ("PHE"). The stamp duty, known as Additional Conveyance Duty, is applicable to significant owners of equity interest in PHEs, which include companies (whether incorporated in Singapore or not), partnerships, limited liability partnerships and property trusts.

This update looks at these measures in detail and their potential impact on the market.

Companies (Amendment) Bill Undergoes First Reading in Parliament
The Companies (Amendment) Bill (“Bill”) was first read in Parliament on 28 February 2017. The legislative amendments contained in the Bill consolidate proposals that were the subject of three public consultations held between October 2016 to December 2016 relating to (i) proposals to reform Singapore’s debt restructuring and corporate rescue framework, (ii) the introduction of an inward re-domiciliation regime in Singapore, and (iii) proposals to reduce the regulatory burden on business entities and enhance the transparency of business entities.

This update provides an overview of the key changes made to the proposals after taking into consideration public feedback received.

Key Announcements from MOM’s Committee of Supply Speeches 2017 and Other Employment Updates
On 6 March 2017, the Committee of Supply ("COS") speeches for the Ministry of Manpower ("MOM") were delivered. This comes at a time when Singapore's labour landscape is changing due to global economic conditions and evolving technology. The COS speeches set out the key initiatives of the MOM in 2017, which includes creating quality jobs, helping unemployed Singaporeans take on new jobs, and enhancing the employment protection. This update summarises some of the key takeaways from the COS speeches and the potential implications for businesses in Singapore.

Revisiting the Issue of Parallel Imports in Singapore – Samsonite IP Holdings Sarl v An Sheng Trading Pte Ltd [2017] SGHC 18
Parallel imports are a common concern for trade mark proprietors. Having spent time and money to protect their marks in Singapore, trade mark proprietors do not want to be undercut in terms of price by parallel importers. To the chagrin of trade mark proprietors, Singapore has consistently taken the position that it encourages parallel importation on the basis that it is good for consumers. It is therefore rare for a trade mark proprietor to succeed in preventing the parallel import of goods in Singapore, but that is exactly what happened in the recent decision of Samsonite IP Holdings Sarl v An Sheng Trading Pte Ltd [2017] SGHC 18.

Singapore Court of Appeal Decides on Registrability of Kit Kat Finger Shape Marks
The Singapore Court of Appeal in Societe Des Produits Nestlé SA and anor v Petra Foods Limited and anor [2016] SGCA 64 recently affirmed a previous High Court decision in Singapore that Nestlé's two-finger and four-finger shape marks are not registrable. This decision comes after the English Courts had similarly refused the registration of the same shape marks in the United Kingdom. In this Update, we summarise some of the more salient principles enunciated by the Singapore Court of Appeal that shape mark proprietors should be aware of.

Overseas Practice Scheme for Architects - Amendments to the Architects Act
In light of the expanding regional practices of Singapore registered architects, the Singapore government has introduced legislative changes which will allow for the mutual recognition of architects with partnering countries. The changes are contained in the Architects (Amendment) Bill, which was approved on 28 February 2017. This Client Update takes a look at the new overseas practice scheme for architects as well as the other key amendments in the Bill.

Termination for Gross Misconduct – The Position in Singapore and the UK
Employment contracts generally contain provisions on termination, listing out potential grounds for dismissal of an employee. It is common to find "gross misconduct" or "serious misconduct" as one of the grounds for termination. However, employers often treat this as a sort of "catch-all" provision to cover miscellaneous reasons for dismissal. In recent court decisions, it has become clear that employers cannot simply unilaterally label an act as "misconduct" and proceed with termination without sufficient justification. This Update takes a look at the comparative positions in Singapore and the UK regarding gross or serious misconduct.

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