Legal Updates for November 2018
Proposed Amendments to the Voluntary Delisting Regime
On 9 November 2018, Singapore Exchange Regulation ("SGX RegCo") issued a consultation paper on proposed amendments to the voluntary delisting regime. The proposed amendments are aimed at aligning the interests of the offeror and shareholders, in particular minority shareholders, as much as possible, and relate to the exit offer and the shareholder approval thresholds for the voluntary delisting resolution. Interested parties are invited to provide feedback on the proposals by 7 December 2018.
Directors and the Scope of Fiduciary Duties
The case of Winsta Holdings Pte Ltd and another v Sim Poh Ping and others  SGHC 239 involved a family-owned and run business, a substantial stake of which was subsequently bought over by an investor. The family members stayed on to manage the business as directors and senior management, but were later alleged by the investors to have breached their fiduciary duties by diverting business from the company and failing to declare conflicts of interest. The Singapore High Court found that the Defendants had in fact breached their fiduciary duties, and were liable to compensate the group of companies for the losses suffered as a result of the breaches. The Plaintiffs were successfully represented by Lee Eng Beng S.C., Mark Cheng, Chew Xiang and Ho Zi Wei of Rajah & Tann Singapore LLP.
Key Changes in the Proposed Amendments to China Maritime Code
The Ministry of Transport of the People’s Republic of China has recently issued a public consultation paper on the draft proposed amendments to the China Maritime Code (“CMC”). The current CMC was implemented in China 25 years ago. Due to developments in trade and the shipping industry, as well as other areas of law, there is a need to update the current maritime legal system to keep up with these developments. This Update will outline a few proposed amendments which are significant from the perspective of a foreign shipowner. The public consultation for the proposed amendments to the CMC is open until 7 December 2018.
Transactions in Breach of the Financial Assistance Regime
International Healthway Corp Ltd v The Enterprise Fund III Ltd and others  SGHC 246 is the first Singapore reported decision on the application of the relevant provisions under the Companies Act to void or avoid transactions where a company has purported to directly or indirectly purchase its own shares. The High Court had to undertake a detailed analysis of the transaction in question and to consider the interplay between statutory provisions impugning its validity and preserving the integrity of the scripless trading system. The Plaintiff company was successfully represented by Lee Eng Beng S.C., Jansen Chow, Lee Hui Yi and Danitza Hon of Rajah & Tann Singapore LLP in its claim to set aside the validity of the offending transaction.
Securities and Futures Act Amendments – Classification of Accredited Investors and the Opt-In Regime
The Securities and Futures (Amendment) Act 2017 introduced a spate of significant changes to the securities and derivatives industry. Of these amendments, one of the key changes that has taken effect is the revised eligibility requirements of Accredited Investors (“AI”). The new AI regime also introduces an opt-in mechanism (which comes into operation on 8 January 2019) through which eligible AIs can choose whether to be treated as a retail investor. In this Client Update, we look at the changes that have been implemented on the AI eligibility criteria, the key features of the opt-in/opt-out mechanism, and the various deadlines for compliance.
Singapore Infrastructure Dispute-Management Protocol – A New Innovation in Project Management
On 23 October 2018, the Ministry of Law launched the new Singapore Infrastructure Dispute-Management Protocol ("SIDP"). The SIDP is a framework for the management of differences and disputes, which parties to a construction or infrastructure project may choose to adopt. In this Update, we look at the key features of the SIDP and its potential practical implications.