# PK Wong & Nair > Your future is our business SR7.PMH ??={}; SR7.PMH = {cn:100,state:false,fn: function() { if (_tpt!==undefined && _tpt.prepareModuleHeight !== undefined) { _tpt.prepareModuleHeight({id:"SR7_5_1",el:,type:'standard',shdw:'0',gh:,gw:,vpt:,size:{fullWidth:false, fullHeight:false},mh:'0',onh:0,onw:0,bg:{color:'{"orig":"transparent","type":"solid","string":"transparent"}'},plType:'0',plColor:'#FFFFFF'}); SR7.PMH.state=true;} else if(SR7.PMH.cn-->0) setTimeout( SR7.PMH.fn,19);}};SR7.PMH.fn(); Commitment. Partnership. Ownership. Introduction --- ## Pages - [Marianne Yeo](https://pkwongnair.com/directors/marianne-yeo/) - [Terms of Business](https://pkwongnair.com/terms-of-business/) - [Privacy Policy](https://pkwongnair.com/privacy-policy-2/) - [Bjorn Tan](https://pkwongnair.com/associates/bjorn-tan/) - [Brendan Cheow](https://pkwongnair.com/associates/brendan-cheow/) - [Alex Chia](https://pkwongnair.com/associates/alex-chia/) - [Noel Chua](https://pkwongnair.com/directors/noel-chua/) - [Yun Neo](https://pkwongnair.com/senior-associates/yun-neo/) - [Senior Associates](https://pkwongnair.com/senior-associates/) - [Natalie Lim](https://pkwongnair.com/associate-directors/natalie-lim/) - [Directors](https://pkwongnair.com/directors/) - [Associate Directors](https://pkwongnair.com/associate-directors/) - [Associates](https://pkwongnair.com/associates/) - [Basil Ong](https://pkwongnair.com/directors/basil-ong/) - [Hannah Heng](https://pkwongnair.com/associate-directors/hannah-heng/) - [Maria Chang](https://pkwongnair.com/senior-associates/maria-chang/) - [Corporate & Commercial](https://pkwongnair.com/practice-areas/corporate-and-commercial/) - [Restructuring & Insolvency](https://pkwongnair.com/practice-areas/restructuring-insolvency/) - [Litigation](https://pkwongnair.com/practice-areas/litigation/) - [Arbitration](https://pkwongnair.com/practice-areas/arbitration/) - [Banking](https://pkwongnair.com/practice-areas/banking/) - [Employment & Immigration Law](https://pkwongnair.com/practice-areas/employment-immigration-law/) - [Intellectual Property](https://pkwongnair.com/practice-areas/intellectual-property/) - [Digital and Data Protection Law](https://pkwongnair.com/practice-areas/digital-and-data-protection-law/) - [Estate Planning & Trusts](https://pkwongnair.com/practice-areas/estate-planning-trusts/) - [Construction](https://pkwongnair.com/practice-areas/construction/) - [Practice Areas](https://pkwongnair.com/practice-areas/) - [Real Estate & Conveyancing](https://pkwongnair.com/practice-areas/real-estate-conveyancing/) - [Naomi See](https://pkwongnair.com/directors/naomi-see/) - [Jacinda Wong](https://pkwongnair.com/directors/jacinda-wong/) - [Jennifer Chih](https://pkwongnair.com/directors/jennifer-chih/) - [Andrew Ang](https://pkwongnair.com/directors/andrew-ang/) - [Mark Wong](https://pkwongnair.com/directors/mark-wong/) - [Teck Jin Lim](https://pkwongnair.com/associate-directors/teck-jin-lim/) - [Suresh Nair](https://pkwongnair.com/directors/suresh-nair/) - [Bryan Tan](https://pkwongnair.com/directors/bryan-tan/) - [Contact Us](https://pkwongnair.com/contact-us/) - [About Us](https://pkwongnair.com/about-us/) - [FAQ](https://pkwongnair.com/faq/) - [Home](https://pkwongnair.com/) - [News](https://pkwongnair.com/news/) --- ## Posts - [Hiring in Singapore: What Employers Can (and Can’t) Ask — And How to Get It Right](https://pkwongnair.com/2025/11/07/hiring-in-singapore/) - [Fancy Job Title, Not-So-Fancy Job: Legal Risks of Title Inflation](https://pkwongnair.com/2025/11/03/fancy-job-title-not-so-fancy-job-legal-risks-of-title-inflation/) - [The legality of Employer of Record arrangements in Singapore for expatriates And Some Anomalies](https://pkwongnair.com/2025/10/22/employer-of-record-arrangements-in-singapore/) - [Phantom share option schemes: a compelling alternative to traditional employee options](https://pkwongnair.com/2025/10/16/employee-share-option-schemes/) - [Clear but Flexible Definitions Help Singapore Pursue Renewable Energy Investments in 2025](https://pkwongnair.com/2025/08/26/renewable-energy-investments-in-singapore/) - [What can Employers do to stop Employees from vaping in the workplace? Part 2](https://pkwongnair.com/2025/08/21/what-can-employers-in-singapore-do-to-stop-employees-from-vaping-in-the-workplace/) - [What can Employers do to stop Employees from vaping in the workplace? Part 1](https://pkwongnair.com/2025/08/06/is-vaping-illegal-in-singapore/) - [Void Charges and Statutory Injunctions: Developments in the Law of Company Liquidation](https://pkwongnair.com/2025/03/21/void-charges-and-statutory-injunctions-developments-in-the-law-of-company-liquidation/) - [What Are the Key Employment Obligations and Regulations for Employers in Singapore?](https://pkwongnair.com/2025/03/14/what-are-the-key-employment-obligations-and-regulations-for-employers-in-singapore/) - [Retrenchment in Singapore: Union Reactions and Corporate Approaches](https://pkwongnair.com/2024/10/28/retrenchment-in-singapore-union-reactions-and-corporate-approaches/) - [Navigating the Intersection of Arbitration and Insolvency](https://pkwongnair.com/2024/07/08/navigating-the-intersection-of-arbitration-and-insolvency/) - [What is the Effective Date of a Share Transfer?](https://pkwongnair.com/2024/02/01/what-is-the-effective-date-of-a-share-transfer/) - [Mayer Brown PK Wong & Nair advises in the sale of Equiptest Engineering Pte Ltd to Cohu, Inc](https://pkwongnair.com/2023/10/09/sale-of-equiptest-engineering/) - [Sanctions and their effects on Banks and Liquidators in Singapore](https://pkwongnair.com/2023/06/26/sanctions-and-their-effects-on-banks-and-liquidators-in-singapore/) - [PK Wong & Nair LLC involved in PDV Marina wind-up identified as “Impact Case Winner” at Benchmark Litigation Asia-Pacific Awards 2023](https://pkwongnair.com/2023/06/24/pdv-marina-wind-up-impact-case-winner/) - [International Women’s Day - Legal rights and policies aimed at promoting gender equality in Singapore](https://pkwongnair.com/2023/02/28/international-womens-day-legal-rights-and-policies-aimed-at-promoting-gender-equality-in-singapore/) - [Budget Updates – The Employment Perspective](https://pkwongnair.com/2023/02/21/budget-updates-the-employment-perspective/) - [What to do if My Personal Data is Misused?](https://pkwongnair.com/2023/02/14/what-to-do-if-my-personal-data-is-misused/) - [Use of Private Email Addresses for Work Purposes](https://pkwongnair.com/2023/01/05/use-of-private-email-addresses-for-work-purposes/) - [PK Wong & Nair LLC officially launched its joint law venture with Mayer Brown on 1 January 2023](https://pkwongnair.com/2023/01/03/pk-wong-nair-llc-officially-launched-its-joint-law-venture-with-mayer-brown-on-1-january-2023/) - [The Fiduciary Principle: Being a Servant of Two Masters](https://pkwongnair.com/2022/11/24/the-fiduciary-principle-being-a-servant-of-two-masters/) - [Recent Developments affecting Cross-Border Transactions](https://pkwongnair.com/2022/11/14/recent-developments-affecting-cross-border-transactions/) - [Upcoming changes to the PDPA: Introducing Data Portability](https://pkwongnair.com/2022/10/26/upcoming-changes-to-the-pdpa-introducing-data-portability/) - [PK Wong & Nair LLC to enter Joint Law Venture with Mayer Brown in Singapore](https://pkwongnair.com/2022/10/25/pk-wong-nair-to-enter-joint-law-venture-with-mayer-brown-in-singapore/) - [Enhanced Penalties under the Personal Data Protection Act (“PDPA”)](https://pkwongnair.com/2022/10/11/enhanced-penalties-under-the-personal-data-protection-act/) - [Foreign Manpower Regulatory Audits by MOM](https://pkwongnair.com/2022/09/30/foreign-manpower-regulatory-audits-by-mom/) - [Upcoming Changes to the Eligibility for Employment Pass](https://pkwongnair.com/2022/08/17/upcoming-changes-to-the-eligibility-for-employment-pass/) - [The long arm of the Law reaches into the Metaverse](https://pkwongnair.com/2022/06/01/the-long-arm-of-the-law-reaches-into-the-metaverse/) - [PK Wong & Nair advises in the successful divestment of Team Metal (S) Pte Ltd to Acrotec Group](https://pkwongnair.com/2022/04/27/pk-wong-nair-llc-assists-in-the-successful-divestment-of-team-metal-s-pte-ltd-to-the-acrotec-group/) - [Tolkien-ization of Funds](https://pkwongnair.com/2022/04/06/tolkien-ization-of-funds/) - [Singapore’s Sanctions on Russia](https://pkwongnair.com/2022/03/16/singapores-sanctions-on-russia/) - [PK Wong & Nair LLC successfully advised and assisted in sale of A-Star Testing & Inspection to Phenna Group.](https://pkwongnair.com/2022/02/22/pk-wong-nair-llc-successfully-advised-and-assisted-in-sale-of-a-star-testing-inspection-to-phenna-group/) - [Court of Appeal partially sets aside Correction Order under Protection from Online Falsehoods and Manipulation Act 2019 (“POFMA”)](https://pkwongnair.com/2021/10/20/court-of-appeal-partially-sets-aside-correction-order-under-protection-from-online-falsehoods-and-manipulation-act-2019-pofma/) - [High Court grants super priority for arbitration funding under Insolvency, Restructuring and Dissolution Act 2018](https://pkwongnair.com/2021/09/22/high-court-grants-super-priority-for-arbitration-funding-under-insolvency-restructuring-and-dissolution-act-2018/) - [Advisory on Covid-19 Vaccination in Employment Settings](https://pkwongnair.com/2021/07/06/advisory-on-covid-19-vaccination-in-employment-settings/) - [Splitting local employees between companies to increase foreign worker quotas: Is it legal?](https://pkwongnair.com/2021/06/23/splitting-local-employees-between-companies-to-increase-foreign-worker-quotas-is-it-legal/) - [Court of Appeal decides on issues of authenticity of documents and rights of set-off](https://pkwongnair.com/2021/03/26/court-of-appeal-decides-on-issues-of-authenticity-of-documents-and-rights-of-set-off/) - [COVID-19 Vaccinations in the Workplace: Mandatory or Optional?](https://pkwongnair.com/2021/03/11/covid-19-vaccinations-in-the-workplace-mandatory-or-optional/) - [Breach Notification: New Data Protection Requirements](https://pkwongnair.com/2020/12/10/breachnotification/) - [PK Wong & Nair wins first round for luxury Thai hotel owner in a dispute against their insurer](https://pkwongnair.com/2020/12/01/pk-wong-nair-wins-first-round-for-luxury-thai-hotel-owner-in-a-dispute-against-their-insurer/) - [COVID-19: Guidance for Employers of Remote-Work Employees in Singapore](https://pkwongnair.com/2020/10/14/covid-19-guidance-for-employers-of-remote-work-employees-in-singapore/) - [Who you gonna call? Authenticating documents at trial](https://pkwongnair.com/2020/09/24/who-you-gonna-call-authenticating-documents-at-trial/) - [MOM tightens salary requirements for Employment Passes and S Passes](https://pkwongnair.com/2020/09/02/mom-tightens-salary-requirements-for-employment-passes-and-s-passes/) - [A brief overview of mergers and acquisitions (M&A) in Singapore post COVID-19](https://pkwongnair.com/2020/08/19/a-brief-overview-of-mergers-and-acquisitions-ma-in-singapore-post-covid-19/) - [Business Interruption Insurance Claims during the COVID-19 Pandemic](https://pkwongnair.com/2020/06/17/business-interruption-insurance-claims-during-the-covid-19-pandemic/) - [High Court rules on arbitrability of disputes under the Securities and Futures Act](https://pkwongnair.com/2020/04/23/high-court-rules-on-arbitrability-of-disputes-under-the-securities-and-futures-act/) - [Insolvency in a time of COVID-19](https://pkwongnair.com/2020/04/06/insolvency-covid-19-bill-singapore/) - [High Court decides first POFMA case](https://pkwongnair.com/2020/02/12/high-court-decides-first-pofma-case/) - [Enhanced Penalties for Breach of Fair Consideration Framework](https://pkwongnair.com/2020/02/06/enhanced-penalties-for-breach-of-fair-consideration-framework/) - [Nair & Co, PK Wong & Associates merge to form full-service law firm](https://pkwongnair.com/2020/01/06/nair-co-pk-wong-associates-merge-to-form-full-service-law-firm/) --- # # Detailed Content ## Pages Dedicated to quality service without exception --- A. General Terms Introduction PK Wong & Nair LLC is a limited liability law corporation formed under the laws of Singapore (the “PKWN Practice”) These terms of business (the “Terms”) are the general terms that govern the relationship between the PKWN Practice and you. Additional terms may apply to the services provided by the PKWN Practice in a Particular Matter (as defined below). In these Terms, “we” or “us” means the PKWN Practice providing you with services in any specific matter and “you” means the person or entity to whom we provide our services. When you instruct or engage the PKWN Practice on a new matter (a “Particular Matter”), we will normally confirm your instructions or engagement in writing (an “Engagement Letter”). These Terms and the Engagement Letter (which may include additional terms relating to a Particular Matter), if any, together form the contract (the “Engagement Contract”) between you and the PKWN Practice. The PKWN Practice operates in a joint law venture with Mayer Brown (Singapore) Pte. Ltd. under Mayer Brown PK Wong & Nair Pte. Ltd. Mayer Brown PK Wong & Nair Pte. Ltd is part of Mayer Brown, a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) and non-legal service providers, which provide consultancy services (collectively, the “Mayer Brown Practices”). The Mayer Brown Practices are established in... --- Personal Data Protection Act INTRODUCTION PK Wong & Nair LLC (including any branches, associate offices and affiliates) (“PKWN”, “we” “our” or “us”) respects your privacy and takes its data protection responsibilities seriously. We recognise the importance of the personal data which has been entrusted to us, and are committed to managing, protecting and processing your personal data in accordance with applicable law. This document (“Privacy Policy”) applies to all personal data collected by PKWN. The purpose of this Privacy Policy is to inform you of how we manage personal data which is subject to the Personal Data Protection Act (No. 26 of 2012) of Singapore (“PDPA”). Please read this Privacy Policy to understand what information we collect, why we collect it, and your rights with regard to such personal data.   By interacting with us, using our website, submitting information to us, or engaging our services, you agree and consent to PKWN, as well as our service providers and third parties appointed by us on your behalf collecting, using and disclosing your personal data in the manner set forth in this Privacy Policy.   Without prejudice to any of the foregoing, if you provide the personal data of any other third party to us, you warrant and agree that such third party has fully read and understood this Privacy Policy and has consented to you disclosing his/her personal data to us for the collection, use and disclosure by us as described in this Privacy Policy. This Privacy Policy supplements but... --- Dedicated to quality service without exception   --- Dedicated to quality service without exception   --- Dedicated to quality service without exception --- Yun Neo Senior Associate                       Dedicated to quality service without exception   --- Hannah Heng Senior Associate Maria Chang Digital & Data Protection Lead and Senior Associate Natalie Lim Senior Associate --- Natalie Lim Associate Director DID: +65 6922 2997 M: + 65 9821 5630 Email: natalie. lim@mayerbrown. com Dedicated to quality service without exception --- Mark Wong Co-Managing Director Suresh Nair Co-Managing Director Andrew Ang Director Jennifer Chih Director Jacinda Wong Director Basil Ong Director Bryan Tan Director Marianne Yeo Director Noel Chua Director Naomi See Director --- Teck Jin Lim Associate Director --- Yun Neo Associate Bjorn Tan Associate Alex Chia Associate Brendan Cheow Associate --- Natalie Lim Senior Associate     Dedicated to quality service without exception --- Hannah Heng Associate Director             Dedicated to quality service without exception --- Natalie Lim Senior Associate     Dedicated to quality service without exception --- Other Practices Arbitration Banking Construction Corporate & Commercial Digital and Data Protection Law Employment & Immigration Law Estate Planning & Trusts Intellectual Property Litigation Real Estate & Conveyancing Restructuring & Insolvency --- Contact Us Office Particulars and Contacts PK Wong & Nair LLC (Shenton Way) 2 Shenton Way #16-02, SGX Centre 1 Singapore 068804 Tel: +65 6827 5555 Fax: +65 6827 5550, +65 6827 5560 Contact Us Office Particulars and Contacts PK Wong & Nair LLC (North Bridge Road) 25 North Bridge Road #02-02, EFG Bank Building Singapore 179104 Tel: (65) 3109 1860 Fax: +65 62659359 --- Arbitration Read more Banking Read more Construction Read more Corporate & Commercial Read more Digital and Data Protection Law Read more Employment & Immigration Law Read more Estate Planning & Trusts Read more Intellectual Property Read more Litigation Read more Real Estate & Conveyancing Read more Restructuring & Insolvency Read more Speak to us if you have a problem. We'll provide the solutions. Contact Us Office Particulars and Contacts PK Wong & Nair LLC (Shenton Way) 2 Shenton Way #16-02, SGX Centre 1 Singapore 068804 Tel: +65 6827 5555 Fax: +65 6827 5550, +65 6827 5560 Contact Us Office Particulars and Contacts PK Wong & Nair LLC (North Bridge Road) 25 North Bridge Road #02-02, EFG Bank Building Singapore 179104 Tel: (65) 3109 1860 Fax: +65 62659359 --- Restructuring & Insolvency Dedicated to quality service without exception --- Restructuring & Insolvency Dedicated to quality service without exception --- Restructuring & Insolvency Dedicated to quality service without exception --- Restructuring & Insolvency Dedicated to quality service without exception --- Restructuring & Insolvency Dedicated to quality service without exception --- Restructuring & Insolvency Dedicated to quality service without exception --- Restructuring & Insolvency Dedicated to quality service without exception --- Restructuring & Insolvency Dedicated to quality service without exception --- Office Particulars and Contacts PK Wong & Nair LLC (Shenton Way) 2 Shenton Way #16-02, SGX Centre 1 Singapore 068804 Tel: +65 6831 8800 Fax: +65 6831 8801 info@pkwongnair. com ---     PK Wong & Nair LLC is a premier, full service law corporation with roots that go back more than 30 years. Since our founding, we have maintained an abiding commitment to providing real, practical solutions to a diverse range of clients dealing with matters at all levels of legal complexity. We have a diverse client base and expertise in myriad areas of law. Our clients include small businesses, large multinational corporations and financial institutions, international law firms and shareholders dealing with boardroom disputes. Our transactional lawyers have been involved in countrywide telecommunications privatisation transactions and water infrastructure projects. They have also lent their expertise to the specialist area of resort development work, involving the drafting of legislation passed as law by the Government of Antigua and Barbuda in the Caribbean. Our disputes lawyers have acted as counsel in landmark cases in areas as varied as private banking, commodities trading, cross-border schemes of arrangement, clawback claims in liquidations, securities regulation, and in construction and torts. With our clients increasingly embracing digitalisation in their business operations, our firm has also moved to develop in-depth expertise in digital and data protection law in order to better aid our clients in their forays into cyberspace. Our dynamic team of lawyers is capable of working in cross-disciplinary teams to ensure that every client receives comprehensive and fully integrated service. We pride ourselves on our ability to formulate and take innovative, commercially sound approaches to problem solving. We strive to provide effective and responsive... --- Attornix Legal Services Corporate law practice area legal advice is the application of abstract principles of law to the concrete facts. The Register of Copyrights is authorized to specify by regulation the administrative classes into which works are to be placed for purposes of deposit and registration, and the nature of the copies or phonorecords to be deposited in the various classes specified. Need a Lawyer? Let Us Help You Were My Rights Infringed? Pellentesque habitant morbi tristique senectus et netus et malesuada fames ac turpis egestas. Nullam vel erat vitae lectus dictum lacinia. Sed nec dolor at lacus sagittis ultrices a et lorem. Aliquam fermentum consequat dolor, nec lacinia lectus fermentum ut. In et justo id justo tristique placerat. Nulla facilisi. Maecenas commodo erat in nisi vehicula lobortis in vitae urna. What Should I do to Hire a Lawyer? Pellentesque habitant morbi tristique senectus et netus et malesuada fames ac turpis egestas. Nullam vel erat vitae lectus dictum lacinia. Sed nec dolor at lacus sagittis ultrices a et lorem. Aliquam fermentum consequat dolor, nec lacinia lectus fermentum ut. In et justo id justo tristique placerat. Nulla facilisi. Maecenas commodo erat in nisi vehicula lobortis in vitae urna. Can I Get a Consultation Before Hiring a Lawyer? Pellentesque habitant morbi tristique senectus et netus et malesuada fames ac turpis egestas. Nullam vel erat vitae lectus dictum lacinia. Sed nec dolor at lacus sagittis ultrices a et lorem. Aliquam fermentum consequat dolor, nec lacinia lectus fermentum ut. In et justo id... --- Your future is our business SR7. PMH ? ? ={}; SR7. PMH = {cn:100,state:false,fn: function { if (_tpt! ==undefined && _tpt. prepareModuleHeight ! == undefined) { _tpt. prepareModuleHeight({id:"SR7_5_1",el:,type:'standard',shdw:'0',gh:,gw:,vpt:,size:{fullWidth:false, fullHeight:false},mh:'0',onh:0,onw:0,bg:{color:'{"orig":"transparent","type":"solid","string":"transparent"}'},plType:'0',plColor:'#FFFFFF'}); SR7. PMH. state=true;} else if(SR7. PMH. cn-->0) setTimeout( SR7. PMH. fn,19);}};SR7. PMH. fn; Commitment. Partnership. Ownership. Introduction PK Wong & Nair LLC is a premier, full service law corporation with roots that go back more than 30 years and an abiding commitment to providing real, practical solutions to a diverse range of clients dealing with matters at all levels of legal complexity. We have a diverse client base and expertise in myriad areas of law. Our clients include small businesses, large multinational corporations and financial institutions, international law firms and shareholders dealing with boardroom disputes. View More Awards & Accolades Our Philosophy & Values Our Philosophy At PK Wong & Nair LLC, we are dedicated to providing quality and personal service to every client, without exception. Our lawyers can be expected to provide clear, user friendly and commercially sound advice, without unnecessary legalese and theorising. We are fully committed to each client, and to ensuring that each client’s particular needs are dealt with in a practical, cost efficient and effective manner. Our goal is to grow with our clients, to own their every difficulty, to share in their every triumph and to be the legal partner our clients can rely on in even the most trying of circumstances. Our Values Commitment We pledge our unwavering commitment to our clients, to best... --- FeaturedLegal UpdateVoid Charges and Statutory Injunctions: Developments in the Law of Company LiquidationMarch 21, 2025March 22, 2025By admin Group Lease Holdings Pte Ltd v Group Lease Public Co Ltd SGHC 302 Group Lease Holdings Pte Ltd v... 0 Read More FeaturedLegal UpdateWhat Are the Key Employment Obligations and Regulations for Employers in Singapore? March 14, 2025March 21, 2025By admin In Singapore, employers have several key legal obligations when it comes to employment matters. These include paying the agreed-upon salary... 0 Read More FeaturedLegal UpdateRetrenchment in Singapore: Union Reactions and Corporate ApproachesOctober 28, 2024October 28, 2024By admin As we approach the year end, we look back on the year and the numerous layoffs, retrenchments and labour cutting... 0 Read More FeaturedLegal UpdateNavigating the Intersection of Arbitration and InsolvencyJuly 8, 2024July 9, 2024By admin On 19 June 2024, the Privy Council delivered a significant judgment in the case of Sian Participation Corp (In Liquidation)... 0 Read More FeaturedLegal UpdateWhat is the Effective Date of a Share Transfer? February 1, 2024August 27, 2024By admin When does share title pass when you sell shares in a private company? Previously, it passes when the seller and... 0 Read More AnnouncementsClientsMayer Brown PK Wong & Nair advises in the sale of Equiptest Engineering Pte Ltd to Cohu, IncOctober 9, 2023August 27, 2024By admin The Corporate team led by Mark Wong, Jacinda Wong, Teck Jin Lim, and Bjorn Tan is pleased to see our clients through the... 1 Read More Load More Posts --- --- ## Posts If your hiring form still asks for a headshot and your interview guide includes “Tell me about your family,” it’s time for a kopi break and a rethink. Singapore’s Workplace Fairness Act 2025 (WFA) resets the ground rules for recruitment. The landmark law will take effect in 2027, but the message is already clear: judge candidates on merit, not on protected characteristics. The practice, however, takes a little finesse. Here’s a brisk, Singapore flavoured guide to staying compliant without losing your hiring mojo. What’s out of bounds now? Under the WFA, employers will be restricted from asking for, or using, information about protected characteristics in hiring or employment decisions. That includes age, nationality, sex, marital status, pregnancy, caregiving responsibilities, race, religion, language ability, disabilities, and mental health conditions. If a question is likely to reveal any of the above, it doesn’t belong in your job ad, application form, or interview script. Think about the classics that should now be retired. “What’s your age or date of birth? ” “Are you married — planning to have kids? ” “What’s your race or religion? ” “Do you have any disabilities? ” “What’s your nationality or PR status? ” “Please upload a recent photo. ” Even coded lines like “youthful team culture” or “native speaker” are red flags; they can act as proxies for age, language and nationality. Singapore examples make this concrete. A boutique fitness studio looking for “young, energetic instructors” is asking for trouble; the right way is to specify the... --- A recent article from The Straits Times (“Title inflation: Was your promotion real or just on paper? ”, published on 7 October 2025) explored a growing problem in today’s job market - inflated job titles without their corresponding job scope or pay. This phenomenon, often referred to as “title inflation”, describes the practice of assigning employees job titles that suggest greater responsibility, authority, or seniority than their actual duties or remuneration reflect. In the article, individuals were described as being given lofty titles such as “senior manager”, “lead”, and even “chief operating officer”. However, it is unclear whether their day-to-day responsibilities matched the seniority of what their titles would suggest. In fact, it was reported that these individuals were made to do “grunt” work almost exclusively, a far cry from the job scope of a senior role. In what can be seen as an endeavour to entice job seekers to “fast track” their careers with more prestigious-sounding titles, companies can often inadvertently blur the line between genuine advancement and superficial recognition. While such practices may offer some short-term appeal, companies should be alive to the legal risks they assume when they dress a job in far finer robes than it deserves.   Beyond the broad operational and credibility costs that companies risk, as the article discusses, title inflation may expose companies to claims from both employees and shareholders. For our purposes here, we will focus on claims from employees. In some instances, employees who find a significant mismatch between their... --- Singapore has long been a favored hub for multinational employers deploying international talent into Southeast Asia. Employer of Record (EOR) structures—under which a third-party provider becomes the legal local employer of personnel while the provider’s client directs day-to-day work—had been widely used to test the market, accelerate hiring, and manage compliance without establishing a local entity.   That landscape materially shifted in 2024. On 9 July 2024, Singapore’s Ministry of Manpower (MOM) clarified that EOR providers are not permitted to apply for work passes for foreign nationals to be based in Singapore where those individuals will be working for an overseas company without a local presence. This clarification had immediate consequences for expatriate hiring strategies and it placed Singapore at the forefront of a global trend of closer regulatory scrutiny of EOR and similar “labor supply” models. Even more recently, a Singaporean (Leong Kwai Tong) was jailed for 40 months and fined S$3,000 for setting up shell companies to obtain work passes for foreigners in exchange for money. He was also ordered to pay S$105,000 for proceeds of his crime. Model A above illustrates the scenario envisaged in the Ministry of Manpower’s announcement of 9 July 2024. Model B illustrates the structure that Leong Kwai Tong, with others, set up. At first glance, the 9 July announcement and the recent case above might seem to sit on the same continuum of “misuse of work passes”. In reality, they concern fundamentally different problem statements, risk profiles, and legal consequences. This analysis... --- For many growth companies, the challenge is how to share with employees long‑term value creation without the administrative burden, governance complexity and shareholder dilution that comes with issuing actual equity. Phantom share option schemes offer a pragmatic, high‑impact solution. If properly designed, they replicate the economic upside of share options, preserve cap table simplicity and allow employers to calibrate vesting, performance, leaver, and exit provisions with precision—while avoiding the issuance of real shares.   What a phantom share option scheme is A phantom plan grants notional “options” or “units” that entitle participants to a cash payout mathematically linked to increase in company value over time. Participants do not become shareholders and do not acquire voting or other equityholder rights. Instead, on a defined trigger/ settlement event, participants receive cash that is equal to the positive difference between the fair market value at settlement and the grant “strike” price, multiplied by their vested units. These triggers or settlement events are commonly some sort of liquidity event (such as a sale or IPO) but companies can and do use scheduled valuation dates or periodic post‑vesting windows (to create certainty).   Because no equity is issued, phantom schemes deliver the economic characteristics of options without dilution, share issuances, or shareholder agreements. They are typically documented through a board‑approved plan (shareholder approval is unlikely to be needed) and individual award agreements that specify grant size, cliff, vesting, performance conditions, settlement mechanics, valuation methodology and leaver/ bad faith/ clawback provisions.   Why phantom schemes are... --- Singapore's ambition to be one of the leading countries in Southeast Asia was put on full display when the Singapore Green Plan 2030 (the "Green Plan") was announced during the tail-end of the Covid-19 era back in February 2021. While the rest of the world was struggling to get back on their feet, the Republic saw this period of global upheaval as a prime opportunity to reconstruct development in an environmentally sustainable way.   Spearheaded by five different ministries, Singapore continues to seek to make good on its commitments under the United Nation's 2030 Sustainable Development Agenda and the legally binding international treaty on climate change in the Paris Agreement. Four years on, Singapore has continued to make significant strides towards this end - expanding green spaces, accelerating solar energy development, and signing numerous international partnerships. This endeavour imports complexities that require different players to contribute to make ambition a viable one. Role of Banks and Green Loans One significant cog in the sustainability machine is the role of the banks and green loans -facilities designed to strengthen corporates' ability to invest in environmentally friendly projects, encourage new entrants into the green economy, and build momentum towards the broader sustainability agenda.   In the build up to the announcement of the Green Plan, in December 2020, the Monetary Authority of Singapore ("MAS") published Guidelines on Environmental Risk Management (Banks) ("ERM Guidelines"). Here, MAS encouraged the banks to establish practices and frameworks that directly articulate and engage with the unique environmental... --- Vaping (both possession and use of any kind of vape) has been illegal in Singapore since 2018 under the Tobacco (Control of Advertisements and Sale) Act 1993. However, this law has not been heavily enforced. This has led to a general impression that it is acceptable, even in the workplace. From two years ago, employers started to notice a gradual increase in the number of people who are giving up cigarettes for e-cigarettes, which are in fact interchangeable with e-vaporisers (which everyone now calls “vapes”). Some employers even considered this to be a positive move, and likened vapes to oral tobacco, nicotine gum or even shishas. This is because there is no cigarette smell on employees who vape, and correspondingly, no cigarette breath. Employees were no longer leaving their desks for informal “smoke breaks”, which increased productivity. There was a general assumption, therefore, that vaping was cleaner and healthier than smoking cigarettes. But that is an old assumption now likely to be incorrect as well, given the growing awareness and some anecdotal evidence of health problems associated with vaping and secondhand vaping, or secondhand aerosol. In his National Day Rally speech on 17 August 2025, our Prime Minister Lawrence Wong made it clear that vaping will be treated as a drug problem. That means a lot of changes are coming, not just changes in law and societal perception, but also the relationship between employer and employee will need to be rewritten. Just to be clear, these statements do not just... --- Is vaping illegal in Singapore? Yes, vaping is illegal in Singapore, pursuant to section 16 of the Tobacco (Control of Advertisements and Sale) Act 1993. This includes the use of e-cigarettes, vaporisers, and disposable vapes, regardless of whether they contain nicotine. Importantly, this prohibition applies regardless of age or location – whether someone is vaping on the streets or inside private property (including work premises) – the possession and the act of vaping is illegal. Offenders who are caught may be issued a fine of up to S$2,000. Consequences of using Kpods in Singapore Using Kpods (vape juices laced with substances such as Etomidate and ketamine) in Singapore is illegal as well. Under section 9 of the Misuse of Drugs Act 1973 (MDA), it is an offence to have in his/her possession an article intended for the smoking, administration or consumption of a controlled drug. Given that Ketamine is classified as a controlled drug within the MDA and that etomidate is classified under the Poisons List within the Poisons Act 1938 (PA), the usage of Kpods would be an a punishable offence under the MDA and/or the PA, depending on the particular drug consumed. Offenders who are caught consuming Etomidate may be issued a fine of up to S$10,000 or imprisoned for a term not exceeding 2 years or both. Offenders who are caught consuming Ketamine may be issued a fine of up to S$20,000 or imprisoned for a term not exceeding 1 years or both. What can employers do... --- Group Lease Holdings Pte Ltd v Group Lease Public Co Ltd SGHC 302 Group Lease Holdings Pte Ltd v Group Lease Public Co Ltd SGHC 302 is an important decision on a variety of issues including the applicable tests for interim prohibitory versus interim mandatory injunctions and whether a contract entered into in breach of a mareva injunction may be void as being illegal. The Judgment also addressed the questions of whether a charge may be set aside as being an unfair preference when it has been executed during a period of provisional liquidation, and the ambit of s 270 IRDA. The liquidator was represented by Suresh Nair, Bryan Tan, Brendan Cheow, Joshua Goh and Too Tat Rui. The article below argues that an unregistered but registrable charge should be void as against a provisional liquidator just as it would be void against a liquidator, such that the provisional liquidator may include the assets subject to the charge as being among the assets of the company in provisional liquidation. It also examines the scope of powers available to a liquidator under s 270 IRDA. The article referred to was published in the SAL Practitioner on 14 March 2025 on Journals Online. The original publication may be found here © 2025 Contributor(s) and Singapore Academy of Law; no part of the article may be reproduced without permission from the copyright holders. https://journalsonline. academypublishing. org. sg/Portals/0/EFirst/Html/3781_%5b2025%5d%20SAL%20Prac%205_Void%20Charges%20and%20Statutory%20Injunctions%20(14%20Mar%202025). htm For more information on this case commentary, please contact Suresh Nair. --- In Singapore, employers have several key legal obligations when it comes to employment matters. These include paying the agreed-upon salary or wages, as outlined in the Employment Act 1968 (the "Act"), which also governs salary payments, deductions, and variable wages. Employment contracts often include provisions for discretionary bonuses. The National Wages Council issues annual wage adjustment recommendations. Employers must also understand payroll processing methods, the types of payroll deductions allowed, and the formulas for calculating termination and leave payments. Additionally, laws regulate compensation for employees on annual or reservist leave, as well as health and safety responsibilities under the Workplace Safety and Health Act 2006 ("WSHA"). Employers are also required to comply with the Work Injury Compensation Act ("WICA"), which mandates compensation for employees injured at work, regardless of fault. Employers are also subject to privacy regulations under the Personal Data Protection Act 2012 ("PDPA"). What are the methods of payment? In Singapore, salaries or wages must be paid through cash, cheque, or direct transfer to an employee's nominated bank account. The Act explicitly prohibits paying workers in kind, tokens, or credits, requiring payment in legal tender as per Section 54. Any contract stipulating otherwise is deemed void. The Currency Act 1967 sets legal tender limits, with amounts ranging from SGD 1 to SGD 20 depending on coin denominations. Employers can supplement monetary wages with additional benefits, such as food or housing, but not as substitutes for monetary payment. What are the types of payroll deductions allowed under the Act?... --- As we approach the year end, we look back on the year and the numerous layoffs, retrenchments and labour cutting measures that Singapore companies have taken in 2024. It is particularly interesting to note the different levels of scrutiny and publicity each company was subject to. Most recently, Samsung Electronics, Dyson, One Championship and Love, Bonito have been reported to retrenched reductions in their workforce as part of cost cutting measures. In the beginning of the year, PropertyGuru and Yahoo both reduced its workforce, and just a couple months ago Shein, MoneyHero, Citibank, and Ninja Van held similar retrenchment exercises. Generally, there is no way to tell whether these companies signed a collective bargaining agreement with any union. There is no search repository to obtain this information publicly. This is because unions in Singapore wish to allow the employer maximum privacy within which to negotiate their collective bargaining agreements (“CBA”) and/or memorandum of understandings (“MOU”). When we compare the media’s response to the news of Dyson Samsung Electronics’ retrenchments, the headlines are quite different: Dyson Singapore union dismayed by Dyson’s one-day notice of surprise layoff – The Straits Times, 2 October 2024Dyson retrenches workers in Singapore, gives union only one day’s notice – The Business Times, 1 October 2024Only one day’s notice: Dyson’s surprise layoff leaves Singaporean employees & union blindsided – Vulcan Post, 2 October 2024 Samsung Electronics Samsung to cut thousands of jobs, some in Singapore, amid struggles in AI market – The Straits Times, 2 October 2024Samsung’s... --- On 19 June 2024, the Privy Council delivered a significant judgment in the case of Sian Participation Corp (In Liquidation) v Halimeda International Ltd UKPC 16. This case, emerging from the British Virgin Islands (BVI), deals with the tension between the enforceability of arbitration agreements and the practicalities of insolvency proceedings. The ruling has profound implications for insolvency law in situations where a creditor seeks a winding-up petition on the basis of a contract subject to an arbitration clause. The facts The dispute involved Sian Participation Corp ("SPC"), part of a corporate structure holding a significant stake in Far-Eastern Shipping Co PJSC ("FESCO"), a prominent Russian transportation and logistics group. The respondent, Halimeda International Ltd ("Halimeda"), a wholly-owned subsidiary of FESCO, had advanced a USD140 million loan to SPC under a Facility Agreement. The Facility Agreement included an arbitration clause which provided that: "The Parties agree that any claim, dispute or difference of whatever nature arising under, out of or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement (a 'Dispute'), shall be referred to and finally settled by arbitration in accordance with the London Court of International Arbitration ('LCIA') Rules (the 'Rules') as in force at the date of this Agreement and as modified by this clause, which Rules shall be deemed incorporated into this clause. " SPC failed to repay the loan and Halimeda sent a letter... --- When does share title pass when you sell shares in a private company? Previously, it passes when the seller and the buyer signs a document called the share transfer form. The date of the share transfer form is the effective date on which the share title passes. Has that position changed with the enactment of the Companies (Amendment) Act 2014 (No. 36 of 2014) (the “Amending Act”)? The Amending Act introduced new section 126(3), which reads “A transfer of any share in a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5),” (the “Amendment”). The Amending Act aims to remove the requirement for private companies to maintain a register of members, improve public access to shareholding information, and enhance corporate governance (Response by Senior Minister of State for Finance Mrs Josephine Teo during the Second Reading of the Companies (Amendment) Bill 2014). This meant that, for the transfer to be effective, any share transfer in a private company must be updated by the Accounting and Corporate Regulatory Authority (“ACRA”) through registering the transfer on the electronic Register of Members (“eROM”). This amendment, effective from 03 January 2016, remains unchanged to this day. As such, to register an effective share transfer today, companies must pay stamp duty under section 45 of the Stamp Duties Act 1929 (2021 Rev Ed) before filing the transaction with ACRA via BizFile+ (“Filing”). Otherwise, a penalty is incurred under... --- The Corporate team led by Mark Wong, Jacinda Wong, Teck Jin Lim, and Bjorn Tan is pleased to see our clients through the successful close of the transaction for the sale of Equiptest Engineering Pte Ltd (EQT) to Cohu, Inc (NASDAQ: COHU). The team advised the founders in the sale of their 100% shareholding interest in EQT to Cohu, a global player in the semiconductor industry and represented by WongPartnership. The transaction closed on 2 October and marks a significant milestone for those involved. Congratulations to Ong Jason and the EQT and Cohu teams and special thanks to Eugene Tse and the rest of the Mergerstone Capital team for this success. For more information on this transaction, please contact Mark Wong, Jacinda Wong or Lim Teck Jin. --- Sanctions can affect Singapore parties whether or not they are imposed by Singapore. We have recently had occasion to deal with issues arising out of US sanctions against Venezuela, and European Union and Singapore sanctions against Russia, and have had to consider specific issues relating to the potential liabilities of liquidators and the applicability of exclusive jurisdiction clauses in cases involving Russian parties. Case 1 - Exclusive Jurisdiction Clauses and Russian Parties In response to the ongoing war between Russia and Ukraine, on 15 March 2022 and 8 April 2022, the European Union imposed unprecedented sanctions against Russia to prohibit certain trade or financial activities with Russia and Russian state-owned entities (the “EU Sanctions”). These EU Sanctions were in addition to those originally imposed following the Russia's annexation of Crimea and Sevastopol. On 14 March 2022, certain (more limited) sanctions were imposed by Singapore. These sanctions have resulted in certain countermeasures by Russia in relation to contracts that are governed by laws and courts of countries that have imposed sanctions against Russia. The issue arose in the unreported case between a corporate and investment bank from a European country ("the Bank ") and a Moscow-based company ("the Company").   The case involved a demand guarantee issued by the Bank's Singapore Branch in favour of the Company for the sum of EUR5. 34mn (the “Bank Guarantee”). The Bank Guarantee provided as follows: “This Guarantee is subject to and governed by the Law of Singapore and the Uniform Rules for Demand Guarantees... --- PK Wong & Nair acts for the liquidator of CV Shipping, a 50/50 joint venture company between Petrochina International (Singapore) Pte Ltd and PDV Marina SA ("PDVM"). PDVM, a company incorporated in Venezuela is a wholly owned subsidiary of Petroleos de Venezuela ("PDVSA"), which is in turn a Venezuela state-owned entity. The case raised important issues around the effect of US sanctions on the conduct of a Singapore based liquidation of a company that was 50% owned by a sanctioned Venezuelan company. We are very happy that the firm's involvement in this matter has been recognised (as "PDV Marina wind-up") at the 2023 Benchmark Litigation Asia-Pacific Awards, where the matter was awarded “Impact Case Winner”. Our Co-Managing Director, Suresh Nair led the Firm’s team in the matter, together with Noel Chua. The Benchmark Litigation Asia-Pacific Awards aims to provide law firm and lawyer rankings in the context of the cases in the market and firm developments across the region. Research for the awards is conducted through interviews with litigators, dispute resolution specialists and clients to identify leading litigators and firms. To find out more about our Restructuring & Insolvency Practice, click here. --- Women in Singapore already have a range of benefits and protections, including legal rights and policies aimed at promoting gender equality and women's empowerment. Here are some examples: 1. Workplace protections: We have regulations that prohibit discrimination in the workplace on the basis of gender, and require employers to provide equal pay for equal work. Additionally, employers are required to offer paid maternity leave and protection against dismissal for pregnant employees. 2. Education and training opportunities: Women in Singapore have access to a high-quality education system, with equal opportunities to attend primary, secondary, and tertiary education institutions. There are also initiatives aimed at encouraging women to pursue STEM (Science, Technology, Engineering, and Mathematics) fields, which have traditionally been male-dominated. 3. Healthcare access: Women in Singapore have access to a comprehensive healthcare system, with high-quality facilities and medical professionals. There are also programs in place to support women's health, including breast cancer screening and HPV vaccination. 4. Family-friendly policies: The Singaporean government offers a range of policies aimed at supporting working parents, including flexible work arrangements, childcare subsidies, and tax incentives for working mothers. 5. Legal protections: Singapore has laws in place to protect women from gender-based violence, including sexual harassment and domestic violence. There are also legal protections for women's property rights in the event of divorce, which do not apply to men at all. In summary, women in Singapore benefit from workplace protections, education and training opportunities, access to healthcare, family-friendly policies, and legal protections. That said, there is... --- On 14 February 2023, the Deputy Prime Minister and Minister for Finance of Singapore delivered the long-awaited 2023 Budget Statement, which sought to showcase the country's effort moving forward in "building our capabilities and seizing new opportunities in a new era of global development". Of note, amongst the myriad of policies and changes introduced during the 2023 Budget Statement, there were several measures that businesses should note will change and update their obligations as employers, such as the obligation to consider flex-work arrangements, increase in parental leave, and the adjustment of Central Provident Fund ("CPF") contribution rates. Correspondingly, businesses will have to adapt their internal policies and procedures with these significant changes in these 2 years until 2024. This Article seeks to provide a brief overview of key changes introduced, and their implications, that employers should note following the delivery of the 2023 Budget Statement. Implementation of Tripartite Guidelines on Flexi-Work Arrangements During the Budget, the Government announced its intention to implement the Tripartite Standard on Flexi-Work Arrangements (which are currently voluntary) as Tripartite Guidelines by 2024. Although this was announced as part of its efforts to "better support parents in managing their work and family commitments", it should be noted that the implementation of the Tripartite Guidelines on Flexi-Work Arrangements will likely apply to all employees in Singapore. In effect, what this means is that employers will be required to consider staff requests for such flexi-work arrangements fairly and properly. This will likely have a significant impact on business... --- Today, we are living in what has been commonly (and aptly) termed the "digital age", a time where digital technologies leads rapid technology change. In a blink of an eye, our personal data has become one of the most valuable commodities for businesses. From social media to sign up forms to website cookies, our personal data is constantly being collected and used BUT what happens if we discover or feel like our personal data is being misused? This article seeks to provide some clarity on what you can / should do in such situations. What Information is Protected? The first step is to determine whether the data that is allegedly misused by an organisation is data that is protected under Singapore law. The key legislation is the Personal Data Protection Act 2012 ("PDPA"), which governs the protection of personal data in Singapore. "Personal Data" refers to data about an individual or data from which an individual can be identified, regardless of whether such data is true or accurate, or whether it exists in electronic or other form. Accordingly, most kinds of personal data that can personally identify you or provide information about you (e. g. , contact details) will constitute personal data that is protected. However, one exception to note is that business contact information is NOT protected under the PDPA. This refers to information such as an individual's name, title, business number, business address or other similar information, not provided by the individual solely for his or her personal... --- The use of private email addresses for work purposes is not an uncommon practice – a recent survey by Avatier showed that nearly 40% of respondents use personal email accounts for work-related emails.   Such trends have understandably caused much concern for employers, who fear the business and legal risks of such behaviours. For instance, it may expose the company to data security breaches, difficulties may arise if such information has to be retrieved for audits or litigation, and it may even cause companies to fall foul of personal data protection legislation. Without an appropriately drafted employment contract or confidentiality undertaking however, the use of private email addresses for work purposes is not, in and of itself, illegal. To understand why this is so, we begin from the legal maxim that “everything which is not forbidden is allowed” – actions will only be illegal if they contravene a statutory provision, or if they breach a rule in the common law. As of the time of writing, there are no statutes prohibiting the use of private emails for work purposes. We thus turn to examine whether there are common law grounds for prohibiting such conduct.   Does the use of private emails for work purposes amount to a breach of confidence?   The use of private emails for work purposes may not amount to a breach of confidence, depending on whether the information in the email is confidential, as well as what the employee does with it.   First, only confidential... --- PK Wong & Nair LLC ("PK Wong & Nair") officially launched its joint law venture with Mayer Brown (“JLV”) on 1 January 2023 to become the first JLV established in Singapore since November 2016. The JLV, known as Mayer Brown PK Wong & Nair Pte. Ltd (“Mayer Brown”), is led by Mark Wong, Co-Managing Director of PK Wong & Nair and a partner at Mayer Brown, along with Tay Yu Jin, Mayer Brown’s Singapore Office Managing Partner. The JLV currently has over 30 lawyers including 17 partners, with plans to double headcount over the next two years. "The past three months have been an exciting time for our firm as we have worked closely with Mayer Brown in preparing to launch the JLV. This is an important development for the broader legal services market in Southeast Asia and for the legal community in Singapore of which we are a long standing and proud member. The JLV provides an excellent platform for our lawyers to further develop and gain greater exposure to international work as Singapore continues to reinforce its status as a leading global financial and legal services hub,” said Mark Wong, Co-Managing Director of PK Wong & Nair and a Partner at Mayer Brown. “Since obtaining approval for the JLV, the response from our global client base and the broader market has been overwhelmingly positive. This reaction has further highlighted the importance of Singapore as a regional hub for global business across Southeast Asia and the increasing prominence of... --- A review of the key learning points from the case of Tan Teck Kee v Ratan Kumar Rai and others SGCA 62 The fiduciary duties of directors in companies – now commonly referred to as the no-conflict and no-profit rule - find their roots in the precept that “no man can serve two masters. ” A fiduciary relationship imposes duties of loyalty and good faith on the fiduciary, who is to act only for the benefit of his principal to the exclusion of others, including himself. Whether this meant that a director, who owes the duty of single-minded loyalty to his principal company, cannot be found to be owing fiduciary obligations to third parties, was a question that was put before the Court of Appeal in the recent case of Tan Teck Kee v Ratan Kumar Rai SGCA 62. Brief Facts In around 2010 or 2011, the Plaintiff (“R”), the 1st Defendant (“S”) and another investor orally agreed to pursue a joint investment to purchase plots of Cambodian land (“the Venture”) as real estate investments. The 2nd Defendant (“T”) was also part of these meetings as a friend of S, though he did not participate as an investor. On R’s account of events, the group of men had agreed that S would act as the “custodian” of the investment funds for the Venture, who engaged T to assist him in the performance of his duties. In exchange S & T would be entitled to share in 10% of the profits... --- As 2022 draws to a close, we look at some recent developments affecting cross-border transactions. New determinants in cross-border M&A Contrary to popular belief, COVID-19 does not always hamper deal-making. Whilst cross-border M&A saw a dry spell in the early days of the pandemic, now, more than two years after the World Health Organisation first declared the outbreak a pandemic, investors and businesses have clearer perspectives and a growing confidence as to their investment strategies, future plans and how to navigate deal waters in the new normal. As part of this, new factors driving transactional and investment decisions, for instance, the determination of mergers and acquisition (M&A) targets, are emerging. One example is in how locational decisions are made, where it is the management of the virus, and not the outbreak itself, that is becoming a key factor determining the end point of an M&A. The resilience of a healthcare system, vaccination rate and governmental response to the pandemic, whether actual or perceived, are increasingly key factors playing a role in investment and acquisition decisions. A case in point is China, where its government’s “zero-Covid” policy has emerged as one of the country’s biggest challenges to foreign investors. While the containment strategy may have saved many lives, the uncertainties over China’s policy direction and its efficacy mean that many multinational companies are now reviewing plans for their China business and investors are looking elsewhere. Other considerations driving cross-border deals include (i) the level of regulatory risks and regulatory intervention, as... --- Passed in Parliament on 2 November 2020, the Personal Data Protection (Amendment) Bill introduced a slew of amendments and new concepts to the existing framework under the Personal Data Protection Act (“PDPA”). One of the new concepts is that of data portability under the proposed new Part VIB of the PDPA. Although this Part VIB is not yet in effect as at the date of this article, it is important for organisations to understand this upcoming amendment to better prepare itself for its eventual implementation. In particular, this new data portability obligation may be a cause of concern for organisations in Singapore, especially those who are not already familiar with similar obligations under the data protection laws in other jurisdictions. While new in Singapore, other jurisdictions have implemented such similar data portability obligations, for example, in the European Union under Article 20 of the General Data Protection Regulation (Regulation (EU) 2016/679). What is the Data Portability Obligation? Simply put, the new data portability obligations under the new Part VIB of the PDPA will, upon request by an individual, require organisations to transmit such individual’s personal data in its possession or under its control to another organisation in a commonly used machine-readable format. The purpose of the introduction of this new right for individuals is to provide data subjects with greater autonomy and control over their personal data, as well as to facilitate the innovative and more intensive use of personal data in the possession or under the control of organisations... --- Singapore, 25th October 2022 – PK Wong & Nair LLC (“PK Wong & Nair”) announced today that it will enter into a Joint Law Venture (“JLV”) with global law firm Mayer Brown, after receiving formal approval from the Singapore Legal Services Regulatory Authority. The JLV, to be known as Mayer Brown PK Wong & Nair Pte. Ltd. , will provide clients with an integrated service, offering seamless advice on international and Singapore law. All Singapore court litigation and related advice is provided through PK Wong & Nair. Tracing its roots back to 1986, PK Wong & Nair is a highly regarded full-service Singapore law firm with over 20 lawyers, including 8 directors. The firm has a strong track record of advising on cross-border transactions for multinational corporations, acting as Singapore counsel in multi-jurisdictional disputes, and also in high-value, complex international restructuring and insolvency matters. Mayer Brown opened its Singapore office in 2011, since then growing to over 25 lawyers, including 13 partners. Regularly ranked as a leading international firm in Singapore by the main legal directories, the office advises clients on a broad range of cross-border transactions, projects, and disputes across Southeast Asia. "As an established locally grown Singapore law firm, the increasing international dimension of the work we undertake for our clients, means that finding a partner with an aligned global platform is a strategic imperative,” said Mark Wong, Co-Managing Director of PK Wong & Nair. “We have worked with Mayer Brown for a number of years now and... --- On 2 November 2020, the Personal Data Protection (Amendment) Bill was passed in Parliament and set into motion the introduction of several key changes to the Personal Data Protection Act (“PDPA”). Coming into effect on 1 February 2021, some of the amendments to the PDPA included the increase of the cap for financial penalties for data protection breaches. In particular, the new Section 48J was introduced which stated that the financial penalty cap for data protection breaches for organisations was S$1 million. Notwithstanding the increased maximum financial penalties under the PDPA following the 2021 amendments, it was intended thereafter for there to be further enhanced penalties. This, however, was delayed as a result of the uncertainties in the wake of the COVID-19 pandemic. However, during the Committee of Supply 2022 debate on 4 March 2022, the Minister for Communications and Information, Ms. Josephine Teo, announced that the enhanced penalties under the PDPA will take effect from 1 October 2022. Accordingly, the table below sets out the changes: Financial Penalty Cap No. Contravention Prior to 1 October 2022 On or after 1 October 2022 (a) Contravention of Part 3, 4, 5, 6, 6A or 6B of the PDPA S$1 million (1) up to 10% of an organization’s annual turnover in Singapore; or (2) S$1 million, whichever is higher (b) Contravention of Part 9 of the PDPA For individual: S$200,000 For organisation: S$1 million (c) Contravention of Section 48B(1) of the PDPA For individual: S$200,000 For organisation: S$1 million For individual: S$200,000... --- The Ministry of Manpower's Foreign Manpower enforcement divisions are stepping up their audit inspections of private sector employers. Prior to inspections, you may (or may not) receive some fairly innocuous correspondence from the Ministry of Manpower such as a survey form. The Foreign Manpower enforcement division checks whether foreign to local dependency ratios are being breached by cross-deployment of foreign workers within group companies. This is a criminal offence for which the employer can be charged. Cross-deployment occurs when an individual working for Company A is found working for Company B. Even though A and B may be linked by common shareholding, or may even have the same 100% holding company, all work passes only permit an individual to work for one company. Personalised Employment Passes are not an exception to this rule – despite having flexibility to change employers, they still can only work for one employer at a time. Audit inspections are usually unannounced. No prior appointment is made, and no notice is given. Sometimes these are triggered by complaints to the Ministry of Manpower, but more often it occurs as part of the Ministry’s ongoing policy to protect foreign workers from exploitation and harm, by ensuring that employers obtain proper licences for their workers, and are therefore bound by legal obligations toward their welfare and upkeep. The Ministry also has the dual obligation of ensuring plentiful employment for local workers, at least for lower wage positions, by imposing strict local to foreign ratios for lower-paid jobs. For... --- Earlier in the year, during the Singapore Budget Statement 2022 on 18 February, it was announced by the Minister of Finance that there will be several changes introduced to our foreign worker policy framework to better allow businesses to access a diverse pool of manpower. Notably, as part of these changes, there will be an update to the framework for Employment Passes (“EPs”) in Singapore, some of which will be taking effect on and from 1 September 2022. Current Framework Under the current EP framework, foreign professionals who fulfil the following criteria are eligible (but not guaranteed) for an EP: Has a job offer in Singapore; Works in a managerial, executive or specialised job; Has acceptable qualifications, usually a good university degree, professional qualifications or specialised skills; and Has a minimum qualifying monthly salary of: (All except financial services) $4,500 (increases progressively with age, up to $8,400 for candidate in mid-40s) (Financial Services) $5,000 (increases progressively with age, up to $9,300 for candidate in mid-40s) To determine if a candidate meets the EP requirements above, they are strongly encouraged by the Ministry of Manpower (“MOM”) to use the Self-Assessment Tool (SAT) to assess their eligibility before applying. Overview of New Framework Recognising the need to keep pace with the rapidly evolving business environment, the MOM will be introducing a new two-stage eligibility framework, which will apply progressively from 1 September 2022. A. Two-Stage Eligibility Framework Stage 1: Earn at least the EP qualifying salary, which will be benchmarked to the... --- Introduction In a landmark decision, the General Division of the High Court of Singapore issued a proprietary injunction and a worldwide Mareva injunction against unidentified persons to prevent the dissipation of cryptocurrency assets that were claimed to have been stolen. It also ordered two centralised cryptocurrency exchanges to disclose information on the accounts credited with the allegedly stolen cryptocurrency assets. The case of CLM v CLN & Ors SGHC 46 (“CLM”) highlights the legal remedies available to victims of digital asset theft or scams and the importance of seeking expeditious legal relief. Background The plaintiff commenced the action to recover of 109. 83 Bitcoins (BTC) and 1497. 54 Ethereum (ETH) (collectively, the “Cryptocurrency Assets”) valued at US$7. 08 million at the time. The plaintiff these Cryptocurrency Assets had been stored in two digital wallets which were accessible through a seed phrase (a string of 64 numbers and alphabets known only to the wallet owner). The plaintiff alleged that unknown person(s) (the “Unknown Perpetrators”) had accessed his physical safe and used the seed phrase to access his digital wallets and transferred the Cryptocurrency Assets therein. Subsequent tracing efforts revealed that the Cryptocurrency Assets had been dissipated through various digital wallets, including wallets held at two centralized cryptocurrency exchanges with operations in Singapore (the “Centralized Exchanges”). The plaintiff’s action listed the Unknown Perpetrators and the Centralized Exchanges as defendants in the proceedings and sought the following interlocutory relief against them: a proprietary injunction and a worldwide freezing injunction against the Unknown Perpetrators... --- PK Wong & Nair LLC is delighted to have been involved in advising on the successful divestment of Team Metal (S) Pte Ltd (“Team-Metal”). The PK Wong & Nair LLC team, led by Co-Managing Director Mark Wong with support from Associate Director Jacinda Wong, Senior Associate Lim Teck Jin and Associate Cheryl Theng, advised and assisted shareholders of Team-Metal during the Acrotec Group’s acquisition of this industry leader in precision engineering, which closed on 20 April 2022. Team-Metal has been recognised in the industry since 1988 for its high-precision mechanical products and services, producing intricate parts sought after by a wide range of industries, including the life sciences, analytical instruments, medical, lifestyle and office automation sectors. Team-Metal now joins the Acrotec Group (a partner of global investment company, The Carlyle Group), an independent group focusing on micromechanics offering a wide range of manufacturing processes for precision components for industries ranging from luxury watches and jewellery, to medical devices. The PK Wong & Nair LLC team worked closely with professional advisors Houlihan Lokey on the successful divestment through an auction process. The legal aspects of the deal which involved various jurisdictions including Singapore, China, Indonesia, France and Japan was coordinated by PK Wong & Nair LLC to seamlessly deliver cross-border transactional legal support utilising its expertise in the cross-border mergers and acquisitions sphere. PK Wong & Nair LLC wishes Team-Metal continued success in its endeavours. --- “A box without hinges, key, or lid, yet golden treasure inside is hid. ” – J. R. R. Tolkien Blockchain. Smart contracts. Tokenization. Buzzwords of the 21st century with promises of opportunities for golden treasure made accessible to the general population. However, beyond the immense hype built around them, these concepts still remain a mystery to many and unfamiliar territory to all. Notably, in recent months a big topic that has arisen is the tokenization of funds. It is intended to leverage on blockchain technology to open up opportunities for ordinary retail investors which were previously not available with old, traditional markets or assets. This article seeks to explore what it is, how it works and the benefits of the tokenization of funds. What is tokenization? As a starting point, the key question to begin with is what tokenization is. Simply put, tokenization is the process whereby the ownership rights of an asset are converted into purely digital representations of such asset, which can then be subdivided, traded or stored on decentralized ledger technology (loosely referred to as “blockchain” for this article). A token, in theory, can represent any asset type but typically fall within one of the following two categories: (1) token is native to the blockchain and have no physical presence (e. g. , cryptocurrencies); or (2) token is not native to the blockchain and represent some form of real-world asset (e. g. , shares). However, while they may represent a real-life asset, it should be noted that... --- In the face of Russia’s gross violation of both the UN Charter and international law via their invasion of Ukraine, Singapore’s Minister for Foreign Affairs announced in his Ministerial Statement to Parliament on 28 February 2022 of the Singapore Government’s intentions to, in concert with other like-minded countries, impose appropriate sanctions and restrictions against Russia. This move is notwithstanding the failure of the UNSC resolution to condemn Russia’s aggression against Ukraine failing to pass due to Russia’s veto and will serve as only the second time that the country has decided to censure a foreign power with UNSC assent. Sanctions and Restrictions The sanctions and restrictions imposed by Singapore are aimed to constrain Russia’s overall capacity to conduct war against Ukraine. Briefly, as mentioned by the Minister in his Statement in Parliament, these economic sanctions and restrictions can be summarised into two main categories: Export Bans – Banning the export of all times that can be used directly as weapons in Ukraine to inflict harm or to subjugate the Ukrainians or that can contribute to offensive cyber operations; and Financial Bans – Financial measures prohibiting any dealings with designated Russian banks, entities and activities in Russia, and fund-raising activities benefiting the Russian government. This shall include specific prohibitions on digital payment token service providers from facilitating transactions that cold help to circumvent these financial measures. Export Bans As part of its unilateral sanctions against Russia, Singapore will enforce the imposition of export controls on items that can be directly used... --- PK Wong & Nair LLC advised the vendors of A-star Testing & Inspection, a leading global ultrasonic measurement (UTM) and non-destructive testing (NDT) business headquartered in Singapore in the sale to Phenna Group (UK). The PK Wong & Nair team was led by co-managing director Mark Wong and Associate Director Jacinda Wong, with support from senior associates Lim Teck Jin from the M&A team and Marianne Yeo from the real estate team. --- Singapore Democratic Party v Attorney General SGCA 96 Between June and December 2019, the Singapore Democratic Party (“SDP”) published (on their website and by way of hyperlinks to Facebook posts), an article on their population policy (the “SDP Article”). The SDP Article said, among other things, as follows: “The SDP’s proposal comes amidst a rising proportion of Singapore PMETs getting retrenched. Such a trend is partly the result of hundreds of local companies continuing to discriminate against local workers. ” On 2 December 2019, the SDP published a Facebook post with an illustration. The illustration was of two graphs side by side, depicting “local PMET employment” decreasing and “foreign PMET employment” increasing (the “SDP Graphic”). This Facebook post also contained a link to the SDP Article. On 14 December 2019, three Correction Directions (“CDs”) were issued to the SDP on the authority of the Minister of Manpower. The first two related solely to the SDP Article. The third CD related to both the SDP Article and the SDP Graphic. The “subject statement” in the SDP Article that was said to be false was this: “Local PMET retrenchment has been increasing”. The allegedly false subject statement that the SDP Graphic was said to have communicated was this: that “local PMET employment has gone down”. On 8 October 2021, the Court of Appeal (“CA”) set aside the third CD to the extent that it related to the SDP Graphic. The Judgment addressed many key constitutional issues, as well as issues relating to... --- It is well known that third-party funding is permissible for arbitration proceedings under section 5B of the Civil Law Act (Cap. 43). It is also well known that rescue financing can be granted super priority under section 67 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA”). What happens however when the third-party arbitration funding is the rescue financing? The issue was considered by the Court in Originating Summons No. 2638 of 2021, in the context of the proposed scheme of arrangement of Antanium Resources Pte Ltd (the “Company”). As part of its restructuring efforts, in May 2021 the Company secured funding from a third-party (the “Funder”) for an ongoing arbitration brought by the Company and a number of its subsidiaries (the “Group”) against one of the Group's trade finance counterparties (hereinafter referred to as the “respondent”). The respondent also claims to be a creditor of the Company. The litigation funding agreement (“LFA”) entered into between the Group and the Funder provided that (among other things) any recovery from the arbitration was to first be applied towards the cost of funding, and then to the Company itself. The LFA also required the Group to assign to the Funder any recoveries from the respondent, limited to the amount of the Funder’s entitlement under the LFA. As with most litigation funding arrangements, the LFA provided for no recourse to the Funder in the event that the Group’s claim did not succeed, or if the Group failed to obtain any recoveries from the... --- The Ministry of Manpower has just released an Advisory on Covid-19 Vaccination in Employment Settings. Employers in the private sector have been looking forward to these guidelines since Covid vaccinations for the general population became available earlier this year, so as to come up with their own policies on employee vaccinations. The Advisory is an easy read, and comes with FAQs which are very clear. The task of coming up with guidelines that would apply to all of the private sector and different communities and industries within it is mind-boggling. Please take 15 minutes to read them! What is clear is: (a) these guidelines apply to employees, but not to independent contractors, visitors, vendors or customers; (b) most office workers cannot be required to get Covid vaccinations; (c) most retail workers cannot be required to get Covid vaccinations; (d) there will be penalties for employers who discriminate against vaccinated and non-vaccinated employees, and, more interestingly, there will likely be penalties for employers who discriminate between vaccinated and non-vaccinated job candidates; and (e) employers cannot dictate which vaccine (specifically, Pfizer, Moderna or Sinovac) the employee chooses. However, these guidelines do not dictate office building policies, e. g. whether the owners of an office building will require all tenants and their employees to be vaccinated and to show proof of vaccination. They also do not dictate travel arrangements, hence, employees who are not vaccinated and who cannot produce “vaccine passports” may be declined entry into any number of countries, and this could... --- It was announced in February 2021 that the Singapore government would be reducing the sub dependency ratio ceiling for S Pass holders in the manufacturing sector. The reduction is to take place over two steps in 2022 and 2023, with the ceiling ratio dropping from the current 20%, to 18% in Jan 2022 and 15% in January 2023. The change was made to sustain the impetus for restructuring and improving manpower resilience in the manufacturing sector. In September last year the minimum qualifying salary for Employment Pass applications was raised, and as of 1 May 2021, accompanying spouses on Dependent’s passes will be required to obtain an applicable work pass to work, instead of a letter of consent. The actions taken by the Ministry of Manpower (“MOM”) are reflective of its intention to restructure and grow sectors of the economy, as well as develop local skills and strengthen the Singaporean core in businesses. These efforts are in line with government efforts to combat unemployment rates that were exacerbated by the Covid-19 pandemic. Limiting the sub dependency ratio ceilings for work pass holders is one solution to incentivise businesses to employ more Singapore permanent residents and Singapore citizens, which is a method that the MOM is keen to use to boost employment rates amongst locals. Presently, an employer calculates their quota entitlement for work permit or S pass holders with reference to a Local Qualifying Salary (“LQS”). A Singapore citizen or permanent resident who is employed under a contract of service... --- In June 2020, the High Court of Singapore (now the General Division of the High Court) dismissed a lawsuit commenced by CIMB Bank Berhad (“CIMB”) against World Fuel Services (Singapore) Pte Ltd (“WFS”) (See CIMB Bank Berhad v World Fuel Services (Singapore) Pte Ltd SGHC 117. CIMB appealed. On 5 March 2021, the Court of Appeal dismissed CIMB’s appeal, upholding the learned Judge’s decision at first instance, albeit on different grounds. The Court of Appeal’s judgment (CIMB Bank Berhad v World Fuel Services (Singapore) Pte Ltd SGCA 19) is important for its ruling on the rights of set-off and provides useful guidance to litigants on proving the authenticity of documents. Before we discuss the Court of Appeal’s decision below, we first look at the background and the learned JC’s decision in the first instance. Background CIMB claimed that by a Deed of Debenture (the “Debenture”), Panoil Petroleum Pte Ltd (“Panoil”) had assigned all goods and/or receivables associated with goods financed by the bank. WFS was a bunker trader and had a commercial relationship with Panoil starting in 2014. It was envisaged that WFS and Panoil would have to buy and sell marine fuel to each other. As such, WFS and Panoil entered into an Offset Agreement in 2014 which granted WFS the right to setoff sums owed by Panoil against sums owed by WFS to Panoil (the “2014 Offset Agreement”). In or around August 2017, Panoil faced financial difficulties. CIMB issued a notice of assignment to WFS on 29 August... --- Arguably one of the defining affairs of the year 2020, the COVID-19 pandemic swept across the world at an unprecedented rate, dealing a crippling blow to the global community and people’s lives, health, livelihoods, and lifestyles. On 14 December 2020, a collective sigh of relief could be heard across the nation as Prime Minister Lee Hsien Loong announced that the Pfizer-BioNTech vaccine has been approved for use in Singapore by the Health Science Authority (“HAS”) and will be free for all Singapore citizens, Singapore permanent residents, and long-term residents who are currently in Singapore (i. e. , work permit, S-pass, employment pass, long term visit pass and dependant’s pass holders). Vaccination, in conjunction with diligent safe management measures, forms an integral part of the Singapore Government’s strategy to combat against COVID-19 and its efforts to enable the country to return to normalcy. In consonance with the recommendations by the Expert Committee on COVID-19 Vaccination, the Government wishes to achieve as high a level of vaccination coverage as possible in Singapore and strongly encourages (but does not mandate) all individuals who are medically eligible to be vaccinated. Having said that, though the introduction of the COVID-19 vaccination plan has been widely welcomed, it has also given rise to several legal issues and areas of uncertainty, particularly in the area of employment law. Notably, one of the key concerns which has been raised to us, by both employers and employees alike, has been whether an employer is permitted to unilaterally impose a... --- A new mandatory personal data breach notification requirement was passed by Singapore's Parliament on 3 November 2020 as part of new amendments to the Personal Data Protection Act 2012 ("PDPA") and is expected to be implemented by early 2021. New draft guidelines have also been published by the Personal Data Protection Commission ("PDPC") on the implementation of this requirement. Companies and other organisations operating in Singapore should take active steps to incorporate this new requirement into their data protection procedures and data breach management plans. Previous Voluntary Notification Regime A data breach involves the unauthorised access, collection, use, disclosure, copying, modification or disposal of personal data (collectively referred to in this article as "unauthorised processing") or the loss of any storage medium or device (e. g. a misplaced portable hard disk or USB storage drive) on which personal data is stored in circumstances where unauthorised processing is likely to occur. Prior to the amendments to the PDPA, Singapore had a voluntary notification regime whereby organisations were encouraged to notify the PDPC and affected individuals in the event of a data breach. No penalties were directly imposed for a failure to notify the PDPC or affected individuals. However, the PDPC could take into account prompt notification as a factor in an organisation's favour when deciding on any action to be taken against the organisation where a data breach occurs. Notifiable Data Breaches The new mandatory breach requirement mandates that data breaches must be notified to the PDPC and affected individuals if... --- Link here: Global Arbitration Review: PK Wong & Nair wins first round for luxury Thai hotel owner in a dispute against their insurer. --- Introduction COVID-19 has had an unprecedented impact on employment and human resource management. One area where this has been most pronounced has been in relation to the management of global talent pools. When a relatively small group of countries had initially commenced preventive lockdowns in early 2020, few would have predicted how rapidly this pandemic would progress across the globe and the tough choices which governments had to make in order to curb the spread of the disease. As borders started to close and travel was severely curtailed, many employers found that their employees, whom they had expected to be abroad for only relatively short periods of time, were now effectively stranded and unable to return back to the countries in which they were employed. Such employees, now working remotely where possible, present legal and compliance challenges which employers should be aware of. In particular, such arrangements could give rise to concerns about: whether such employees might create a permanent establishment for their employers in the country from which they now work remotely; whether employers would now be liable for social security contributions imposed in such countries; and whether employers would now need to comply with local labour law requirements for such remote work employees. In Singapore, the Inland Revenue Authority of Singapore ("IRAS") has indicated that, subject to certain conditions, there should be no permanent establishment in such circumstances. The presence of employees in Singapore is also unlikely to require employers to make social security contributions under the Central... --- Introduction In an assignment, a party (an assignor) may transfer its contractual rights to a third party (the assignee). Such an assignment is often given in favour to a bank before the grant of a credit facility. The bank may then seek to enforce the contractual rights of the assignor against its commercial partner. However, if the bank (as assignee) is to successfully enforce the contractual rights of the assignor, the bank must prove that there is a valid assignment. Failing this, the assignee risks losing the benefits of the assigned contractual rights. This issue arose in the recent High Court case of CIMB Bank Berhad v World Fuel Services (Singapore) Pte Ltd SGHC 117 where CIMB Bank Berhad (“CIMB”) sought to exercise contractual rights, allegedly assigned to it by Panoil Petroleum Pte Ltd (“Panoil”), against World Fuel Services (Singapore) Pte Ltd (“WFS”). Brief facts Sometime in mid-August 2017, CIMB discovered that Panoil was in dire financial straits. Concerned that Panoil would not be able to repay its debts to CIMB under a facility letter dated 29 June 2016, CIMB issued a notice of assignment to WFS on 29 August 2017, informing WFS that Panoil had assigned certain rights to it pursuant to a Debenture purportedly executed by Panoil, on 15 July 2016 (the “Debenture”). CIMB alleged that pursuant to the terms of the Debenture, Panoil had assigned (among other things) receivables due under 11 Panoil invoices (the “Subject Invoices”) which had previously been issued by Panoil to WFS. WFS... --- On 27 August, the Ministry of Manpower (MOM) announced that they would be tightening the salary requirements for Employment Passes (EP) and S Passes. Employment Passes The minimum qualifying salary for EP will be raised from S$3,900 to S$4,500 for all new applicants. In an unprecedented move, the MOM is also introducing a higher qualifying salary for EP candidates in the Financial Services sector. The new qualifying salary for EP candidates in this sector shall be raised to S$5,000. The change to the Financial Services sector reflect and are intended to complement the Monetary Authority of Singapore’s (MAS) efforts to encourage and support financial institutions in developing a strong local pipeline of talent. Qualifying salaries for older and more experienced EP candidates across all sectors will also be raised correspondingly, with those in their 40s needing to meet around double the minimum qualifying salary for the youngest EP applicants. These changes shall take effect from 1 September 2020, and for EP renewal applicants these salary levels shall take effect from 1 May 2021. S Passes For S Passes, the minimum qualifying salary will be raised from S$2,400 to S$2,500. In addition to this, the Fair Consideration Framework job advertising requirement shall be extended to apply to S Pass applications. These changes shall take effect from 1 October 2020, and to renewal applicants from 1 May 2021. There presently no further changes to levies and quotas for S Passes. Given the effect the Covid-19 pandemic has had on unemployment rates, the... --- Introduction Despite headline deals such as Yinson Holdings’ purchase of the majority stake in Ezion Holdings worth US$532 million and the US$8 billion merger between CapitaLand Mall Trust and CapitaLand Commercial Trust, the first quarter of 2020 has seen a decrease of 22. 4% in M&A deal value and a 30% decrease in M&A deal count as compared to the first quarter of 2019, which have been attributed to COVID-19 and the anticipation of potential issues arising from COVID-19. Notwithstanding the overall decrease in M&A activity early this year, some regional surveys had indicated that 61% of respondents are expecting more acquisitions to be carried out in 2020. Marketwatchers have also observed industry trends such as buyers considering acquisitions in sectors more heavily affected by COVID-19 (such as international travel, hospitality and tourism) that may provide a bargain, and a shift towards a “buyer friendly” M&A market as compared to “seller friendly” in previous years. We have also observed clients with concluded deals coming back to discuss the way forward in these uncertain times. This is especially so where the sellers still hold a stake in the business and are involved in its operations. Significantly protracted negotiations have also become increasingly common as parties deal with new issues and uncertainties arising from COVID-19. Market practices In terms of market practices, the use of digital technology has been significantly accelerated due to lockdowns and telecommuting requirements. Negotiations and due diligence have moved to online spaces, the requirement for hard copy original... --- Introduction The Covid-19 pandemic and the ensuing lockdown implemented across the globe has wreaked havoc on businesses. Singapore has been no exception. Since April 7, as part of its efforts to curb the spread of Covid-19 and contain the pandemic, the Singapore government has implemented “Circuit Breaker Measures”. This includes the closure of workplace premises of non-essential businesses. For many businesses, particularly in the hospitality and entertainment sector, this amounts to a full shutdown of their operations. While the Circuit Breaker Measures have officially been lifted as of June 2, most of these businesses have not been allowed to resume operations, and it remains uncertain exactly when they will be allowed to do so. It makes sense, therefore, that these businesses would look at making claims under their “All Risks Policy” for business interruption. Many such claims will likely be rejected by Insurers who will likely argue that their respective policies do not cover business interruption claims arising from Covid-19. Businesses, however, need not treat this at the end of the matter. Wording is Everything One common line of argument adopted by Insurers is that the policy will only allow for a claim for business interruption (covering loss of revenue or profit) that a business may suffer as a result of property damage. While it may be that many policies are drafted (or intended to have been drafted) in this manner, ultimately it boils down to specific terms and wording of each policy. Many business interruption policies will contain extensions... --- Synopsis In CA Investment (Brazil) S. A v Eldorado Brasil Celulose S. A. & Ors (Originating Summons No. 169 of 2019, Summons No. 3420 of 2019), unreported (the “OS”), the High Court considered the application of arbitration agreements to disputes under the Securities & Futures Act (Cap 289) (the “SFA”). The Applicant in that case (“CA”) applied for and obtained an interim injunction under s 326(3) of the SFA to restrain the Respondents (the “Eldorado Entities”) from proceeding with a bonds issuance (the “Proposed Bonds Issuance”) on the basis that the Offering Memorandum on which it was based was false and misleading such that its publication and/or dissemination would be a contravention of s 199 or s 200 of the SFA. The bonds were to be listed on the Singapore Exchange and were to be issued by an Austrian entity known as Eldorado Intl. Finance GmbH. In reliance on certain arbitration agreements among the parties, the Eldorado Entities applied for a stay of the proceedings in favour of arbitration under s 6(1) of the International Arbitration Act (Cap 143A, 2002 Rev Ed) (the “IAA”). The Honourable Justice Vinodh Coomaraswamy dismissed the stay application, and in doing so provided clarity on the issue of arbitrability of actions brought under the SFA. Facts CA is the registered shareholder of 49. 41% of the total issued and outstanding shares of Eldorado Brasil Celulose S. A. (“Eldorado”). Eldorado’s other shareholder is a Brazilian company known as J&F Investimentos S. A. (“J&F”). Eldorado’s By-Laws (the... --- The Ministry of Law announced on 1 April 2020 that it intends to introduce the COVID-19 (Temporary Measures) Bill (the “Bill”) in Parliament in the week of 6 April 2020 to offer temporary relief to businesses and individuals who might find themselves unable to fulfil their contractual obligations because of COVID-19. Among the measures proposed in the Bill are very significant but temporary changes to insolvency thresholds and the laws relating to insolvent trading. These changes will be in place for a “prescribed period” which, it is envisaged, would in the first instance be 6 months from the date of the passing of the legislation (the “Act”), although that period may be shortened or extended by the Minister by order in the Gazette. Insolvency Thresholds The insolvency thresholds for bankruptcy and winding up applications during the prescribed period will be as follows: (1) in respect of individuals: (a) the monetary threshold for bankruptcy applications will be increased from $15,000 to $60,000 for all bankruptcy applications filed after the commencement of the Act and during the prescribed period; and (b) the time period to satisfy a Statutory Demand issued during the prescribed period (by payment or providing security) will be increased from 21 days to 6 months. (2) in respect of companies: (a) the monetary threshold for bankruptcy applications will be increased from S$10,000 to S$100,000 after the commencement of the Act and during the prescribed period; and (b) the time period to satisfy a Statutory Demand will be increased from... --- Synopsis In the case of Singapore Democratic Party v Attorney-General SGHC 25, the Honourable Justice Ang Cheng Hock made some important observations on the Protection from Online Falsehoods and Manipulation Act 2019 (No. 18 of 2019) (“POFMA”). The Court’s key findings were that the burden of proof in such appeals falls upon the Minister to prove the falsity of a statement that has been made the subject of a Correction Direction (“CD”), that a CD is not a penal remedy, that the applicable standard of proof is the balance of probabilities, and that the meaning that the statement maker intended is in its strict sense irrelevant as the Court takes an objective approach to construction of the impugned statements. Facts On 8 June 2019, the Singapore Democratic Party (“SDP”) published an article (the “SDP Article”) on its online website titled “SDP Population Policy: Hire S’Poreans First, Retrench S’Poreans Last”. On 30 November 2019, SDP published a post (the “November Facebook Post”) on its Facebook page with some text, an image and a hyperlink to the SDP Article. On 2 December 2019, SDP published a post (the “December Facebook Post”) on Facebook with some text and an image containing two graphical illustrations. There was also in this post a hyperlink to the SDP Article. On 14 December 2019, the POFMA Office of the Info-communications Media Development Authority, on the direction of the Minister for Manpower, issued three CDs to the SDP, one each in respect of the SDP Article and the... --- In January 2020, the Ministry of Manpower in Singapore strengthened the Fair Consideration Framework for greater deterrence against workplace discrimination.   The Fair Consideration Framework is a set of guidelines issued by the Ministry of Manpower, in its capacity as a regulator of foreign manpower in Singapore.  They do not have the power of law, but are regarded in the private sector as more important on a daily operational basis than black letter law because of the Ministry of Manpower’s discretion and power to suspend a private sector company’s ability to apply for or renew the work passes of its expatriate employees if these guidelines are not complied with. Read full article “The information provided in this page is for general informational purposes only and is not intended to constitute legal advice. We do not warrant its accuracy or completeness or accept any liability for any loss or damage arising from any reliance thereon. While we strive to provide accurate and up-to-date information, the legal landscape is constantly evolving, and the details of any given case may change over time. ” --- TWO Singapore law firms, boutique dispute resolution and insolvency law firm Nair & Co and mid-sized law firm PK Wong & Associates, have merged to form a full-service law firm called PK Wong & Nair.   Read full article --- ---