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.
COVID-19 Circuit Breaker Measures: Suspension of Activities at Workplace
On 3 April 2020, the Singapore Multi-Ministry Taskforce announced that an elevated set of safe distancing measures will be in place from 7 April 2020 until 4 May 2020. These enhanced measures aim to act as a circuit breaker to control the spread of COVID-19 in Singapore by minimising movements and interaction in public and private places. Notably, there will be a suspension of activities at all workplace premises, subject to certain exemptions for selected essential services. In this Update, we highlight the scope and key aspects of the measures requiring the suspension of activities at all workplace premises.
Laws Enforcing Telecommuting, Safe Distancing (and More) at Workplace Take Effect 2 April 2020
On 1 April 2020, the Infectious Diseases (Workplace Measures to Prevent Spread of COVID-19) Regulations 2020 ("Regulations") were issued to give legal force to prevention measures against the spread of COVID-19 at the workplace. The Regulations apply throughout the control period of 2 April 2020 to 30 April 2020, inclusive of both dates. Its rapid implementation indicates the gravity of the current situation and the government's determination to ensure compliance. The Regulations apply to employers, principals, and occupiers, and set out prevention measures against the spread of COVID-19 to be put in place at the workplace, including safe distancing and telecommuting.
[Note: Following the Singapore Government announcements on 3 April 2020, new enhanced safe distancing measures will take effect on 7 April 2020. This relates most importantly to the need to work from home. The measures have been significantly tightened, with the critical point that “reasonably practicable” has been removed. The measures critically result in the requirement to close all workplace premises and retail outlets except for certain specified essential services. Non-compliance will result in an offence. This Update must thus be read with reference to these new measures.]
Keeping the Judicial Wheels Turning: Remote Proceedings in Singapore Courts amid COVID-19
The Ministry of Law has issued a press release announcing that it intends to introduce the COVID-19 (Temporary Measures) Bill ("Bill") in Parliament next week. The Bill includes proposed provisions allowing for the conduct of court proceedings using remote communication technology so as to avoid individuals having to physically appear in court. Rajah & Tann Singapore is well placed to manage remote court proceedings, having supported the pilot remote hearings before the Singapore courts and being fully equipped with remote communication technology. In this Update, we highlight the key aspects of the Bill as it relates to remote proceedings in court.
COVID-19 AGM Pack
As COVID-19 ravages the globe, governments are upending the rules on nearly every aspect of our lives almost daily. These include various social distancing measures to contain the outbreak. Issuers listed on SGX-ST Mainboard and Catalist are facing unprecedented challenges in conducting annual general meetings ("AGMs") and meetings in a manner that complies with new legal requirements, guidance and advisories from various regulatory authorities.
We appreciate the difficulty in keeping track of the rapidly evolving regulatory changes to deal with the COVID-19 situation. Rajah & Tann Singapore LLP is closely monitoring the situation and remains ready to assist.
We are pleased to bring you the COVID-19 AGM Pack that collates our Updates that share with you the latest legislative developments and advisories relating to the conduct of AGMs amid the COVID-19 outbreak. These include our latest Update titled “Listed Issuers' Meetings to Comply with Safe Distancing Measures Amid COVID-19” which discusses the draft COVID-19 (Temporary Measures) Bill that provides for, among other things, temporary alternative arrangements for conducting meetings in a manner that complies with the prevailing safe distancing measures. The Bill is expected to be introduced in Parliament next week and anticipated to be passed into law shortly after.
Temporary Relief for Breach of Contract under the New COVID-19 Bill
The new COVID-19 (Temporary Measures) Bill ("COVID Bill") will be introduced in Parliament next week and is anticipated to be passed into law shortly after. As the title suggests, the COVID Bill is intended to provide targeted and temporary relief for parties that due to the ongoing COVID-19 pandemic, find themselves unable to perform obligations under certain scheduled contracts – including contracts to which the government is a party. The COVID Bill will also temporarily increase the existing bankruptcy and insolvency thresholds for individuals and businesses respectively, as well as provide more time to respond to statutory demands from creditors. This Update provides a summary of these temporary reliefs under the COVID Bill.
COVID-19 Resilience Budget and MOM Relief Measures: Additional Support for Businesses
Since the announcement of Budget 2020 (also known as the Unity Budget) a bare five weeks ago, the Deputy Prime Minister and Minister of Finance, Mr Heng Swee Keat, has unveiled the S$48 billion Resilience Budget on 26 March 2020 to help Singapore weather the "mighty storm" of COVID-19. In a mark of the extraordinary times, this is only the second time that Singapore's reserves have been drawn on in her history.
Apart from the relief measures that directly assist households, the Resilience Budget sets aside funds to implement new schemes and enhance existing ones to support businesses in these crippling times. Key measures are elaborated on below, together with a consolidation of recent non-Budget measures implemented by the Ministry of Manpower ("MOM") to provide relief to employers to cope with manpower issues.
Averting Director Disqualification when Struck Off Company Restored
In Bijynath s/o Ram Nawal v Innovationz Pte Ltd (Accounting and Corporate Regulatory Authority, intervener)  SGHC 218, the Singapore High Court was faced with a contested application for relief from disqualification as director. The case involved novel questions of law of restoration of companies and concomitant reinstatement of directors under Companies Act amendments that came into force in January 2016. The Applicant in this case was successfully represented by Gregory Vijayendran SC and Leow Jiamin of Rajah & Tann Singapore LLP.
Singapore High Court Approves of General Distributions by Judicial Managers
It was traditionally understood in England and Singapore that judicial managers had no power to distribute funds to creditors to pay existing debts. However, in February 2020, the High Court in Standard Chartered Bank v Ryobi Kiso (S) Pte Ltd and another (unreported) granted leave for judicial managers (“JMs”) to distribute up to S$27 million to all unsecured creditors of two debtor companies, in the same priorities as that in liquidation. This marks the first known instance where the Singapore High Court has granted general distributive powers to JMs. Wilson Zhu and Lye Yu Min of Rajah & Tann Singapore LLP successfully represented the JMs in this novel application.
Singapore Court Grants Rare Instance of Super Priority Rescue Financing
Under section 211E of Singapore's Companies Act, the Court is empowered to grant super priority status for rescue financing. Since the introduction of these provisions in 2017, the Singapore courts have only granted super priority on one previous occasion. On 7 February 2020, the Singapore High Court granted its second successful application for super priority rescue financing in Re Swee Hong Limited (unreported). It is also the first instance where super priority was granted over assets not otherwise subject to a security interest in respect of rescue financing to be obtained, as well as separately granted super priority over all preferential and unsecured debt in respect of rescue financing that had already been provided to the applicant company. Patrick Ang, Sheila Ng, Priscilla Soh and Celine Kee of Rajah & Tann Singapore LLP represented the applicant company.
Singapore Court Decides on Jurisdiction in SFA-Related Dispute
In CA Investment (Brazil) S.A. v Joesley Mendonca Batista and others (unreported), the Singapore apex court and High Court issued a series of decisions relating to service out of Singapore and the jurisdiction of the court in the context of an unusual dispute relating to claims under the Singapore Securities and Futures Act ("SFA"), whereby the proposed bond issuance alleged to be in breach of the SFA had already been abandoned. The Defendants successfully set aside the service out of jurisdiction, with the court ruling that it did not have jurisdiction over the dispute. The 3rd to 8th Defendants in this matter were represented by Gregory Vijayendran SC, Leow Jiamin, Devathas Satianathan and Mark Teo of Rajah & Tann Singapore LLP.
Holding AGMs Amid COVID-19: Guidance from SGX RegCo
On 19 March 2020, the Singapore Exchange Regulation ("SGX RegCo") provided guidance on the holding of general meetings amid the COVID-19 situation, in furtherance of the latest advisories from the Ministry of Health. The SGX RegCo's guidance was developed in consultation with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore.
This guidance is a welcome complement to SGX RegCo's previous announcement providing issuers listed on the SGX-ST Mainboard and Catalist which meet certain criteria two more months to hold their annual general meetings ("AGMs") to approve their 31 December 2019 financial results.
This Update sets out further guidance by SGX RegCo on the holding of AGMs/general meetings amid the challenges posed by the COVID-19 situation.