factual matrix in law

8/20/2019 Factual Matrix in Law

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© WongPartnership LLP

This update is intended for your general information only.It is not intended to be nor should it be regarded as legal advice.

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WongPartnership LLP (UEN: T08LL0003B) is a limitedliability law partnership registered in Singapore underthe Limited Liability Partnerships Act (Chapter 163A).

EXECUTIVE SUMMARY

WONGPARTNERSHIP ACTS IN…

DBS Group Holdings Ltd’s Acquisition of PT Bank Danamon Indonesia Tbk

1

CONSTRUCTION

A property developer was restrained from calling on an on-demand

performance bond as the Court of Appeal took the view that the call had

been made unconscionably. The Court took note of the developer’s complete

silence as to its belief that the contractor had caused the delays on the

building project until the moment it issued the call, and its knowledge that the

causes for the delay and the responsibility for the same were issues that

were hotly contested. It therefore could not be said that it genuinely believed

the contractor to be at fault when it issued the call.

5

INSOLVENCY

The plaintiff in this case claimed that the liquidator of a company had

wrongfully rejected its bid to purchase certain property of the company. It

sought to sue to liquidator, and the High Court held that leave of court was

required to bring such a claim. This was to ensure that the winding up was

not hampered by unmeritorious claims. The Court granted the leave sought

as the company had already been wound up and no purpose would be

served by refusing leave.

7

MEDIA / COMPETITION

The IDA recently amended the Code of Practice for Competition in the

Provision of Telecommunications Services. With effect from 9 April 2012,

IDA approval will be required for an acquisition of an interest in a regulated

telecommunications entity that causes the acquirer to cross the 30%

threshold. Transactions involving business trusts and other trusts in the

telecommunications industry will now also come under the ambit of the

Code. The Code has also expanded on the tests used to determine the level

of control that an acquiring party will obtain over a regulated

telecommunications entity.

9


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WONGPARTNERSHIP ACTS IN…

DBS Group Holdings Ltd’s Acquisi tion of PT Bank Danamon Indonesia

The Firm is acting for DBS Group Holdings Ltd (“DBS”) in relation to the

proposed acquisition of 67.37% of all the issued shares of PT Bank Danamon

Indonesia Tbk (“Danamon”) through the acquisition of Asia Financial

(Indonesia) Pte. Ltd. (an indirect, wholly-owned subsidiary of Temasek

Holdings (Private) Limited) for an aggregate purchase price of approximately

S$6.2 billion to be satisfied by an issuance of shares by DBS (the

“Transaction”). Danamon is a leading full-service commercial bank in

Indonesia, with a nationwide presence of approximately 3,000 branch offices

and outlets and approximately 6 million customers.

The Transaction is subject to DBS shareholders’ approval. The completion of

the Transaction will trigger a mandatory cash tender offer for the remaining

listed shares of Danamon for approximately S$2.9 billion and will make DBS

the fifth-biggest lender in Indonesia, as well as consolidating DBS’s position

as a leading Asian bank.

A number of the Firm’s partners, predominantly from the Corporate/Mergers

& Acquisitions Practice, are acting for DBS and bring a wealth of experience

to the Transaction. The partners involved are Ng Wai King, Elaine Chan,

Chan Sing Yee, Quak Fi Ling, and Khoo Yuh Huey.

Wai King is the Head of the Corporate Group and the Head of the

Corporate/Mergers & Acquisitions Practice and the vast extent of his

experience encompasses mergers & acquisitions, capital markets, financial

services advisory and regulatory work, as well as telecommunications

regulatory and transactional matters. His experience also extends to cross-

border transactions where he has advised parties involved in the acquisition

of assets/shares in jurisdictions outside Singapore. For instance, Wai King

was involved in advising Asahi Group Holdings, Ltd. on its acquisition of

Permanis Sdn. Bhd., Navis Capital’s disposal of King’s Safetywear to

Honeywell International, and the sale of Invida Group to A. Menarini S.r.l.

Elaine is the Joint Head of the Financial Services Regulatory Practice. Her

main areas of practice are financial services regulatory, compliance and

advisory, regulatory compliance for companies listed on the Singapore

Exchange and corporate governance. Elaine has extensive experience in

regulatory matters, which includes licensing and advisory work covering a

wide range of regulated activities including dealing in securities, trading in

futures contracts, commodity trading, fund management, proprietary trading,

deposit-taking, and carrying on banking business. She advised on Nomura’s

NG Wai King

d: +65 6416 8022

e: waiking.ng@

wongpartnership.com

For more on this partner >

Elaine CHAN

d: +65 6416 8010

e: elaine.chan@

wongpartnership.com


CHAN Sing Yee

d: +65 6416 8018

e: singyee.chan@

wongpartnership.com


QUAK Fi Ling

d: +65 6416 2410

e: filing.quak@

wongpartnership.com



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acquisition of certain assets of Lehman Brothers International Group in Asia-

Pacific, this deal was awarded the "Restructuring Deal of the Year" by IFLR

Asia Awards 2009.

Sing Yee is a Partner in both the Corporate/Mergers & Acquisitions and Private

Equity Practices. Her main areas of practice are mergers and acquisitions

(including the sale and purchase of businesses), joint ventures, venture capital,

corporate finance related transactions, and general corporate and advisory work.

Sing Yee acted for Nikko Asset Management Co., Ltd., a subsidiary of Sumitomo

Trust & Banking, as Singapore counsel, in its acquisition of DBS Asset

Management Limited, the asset management arm of DBS Bank Ltd., to create

one of the largest independent asset managers in Asia.

Fi Ling is a Partner in both the Corporate/Mergers & Acquisitions and Private

Equity Practices. Her main area of practice is mergers and acquisitions.

Matters of significance which Fi Ling has recently been involved in include

acting for Pacific International Lines (Private) Limited (“PIL”) in connection

with the voluntary delisting of Pacific Shipping Trust (“PST”) from the

Singapore Exchange, and the exit offer by PIL to acquire all the units of PST,

other than those held, directly or indirectly by PIL.

Yuh Huey is a Partner in the Capital Markets Practice. Her main areas of

practice are debt capital markets, securities offerings, and general corporate

law. Transactions of significance which Yuh Huey has recently been involvedin include advising and acting for Olam International Limited in its issue of

US$250 million 7.5% 10-year fixed rate unsecured bonds and CapitaLand

Limited in its issue of S$1.2 billion 2.88% convertible bonds due 2016, one of

the largest convertible bonds issuance in Singapore.

Other recent matters that the Firm was involved in are:

DESCRIPTION TYPE

Issue by Ascendas Pte. Ltd. of S$300 million 4.75%

perpetual capital securities, with DBS Bank Ltd.,Citigroup Global Markets Singapore Pte. Ltd. and

Credit Suisse (Singapore) Ltd as joint lead managers

and bookrunners

Debt Capital

Markets

Bumitama Agri Ltd.’s S$243.9 million initial public

offering, with DBS Bank Ltd and The Hongkong and

Shanghai Banking Corporation Limited as the joint

issue managers, bookrunners, and underwriters

Equity Capital

Markets

KHOO Yuh Huey

d: +65 6416 2548

e: yuhhuey.khoo@

wongpartnership.com



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DESCRIPTION TYPE

Divestment by Hebei Oriental Zhuyun PropertyDevelopment Co., Ltd., a subsidiary of Raffles

Education Corporation Limited, of four land parcels in

the Langfang Development Zone, Heibei Province,

PRC to Langfang Fenghe International Golf Club

Co., Ltd

China Practice /Corporate/Mergers

and Acquisitions /

Corporate

Governance &

Compliance

Joint venture agreement between Keppel

Telecommunications & Transport Ltd. and the Jilin City

government to develop and operate the Sino-Singapore

Jilin Food Zone International Logistics Park

China Practice

Refinancing of Cargill, Incorporated’s (“Cargill”)

US$1.25 billion multicurrency global syndicated

finance facility, which was Cargill’s first global

syndication exercise in Asia

Banking & Finance

Joint venture agreement between Singapore-Sichuan

Investment Holdings Pte. Ltd., a Singapore consortium

consisting of Semcorp Development Ltd and certain

subsidiaries of Temasek Holdings (Private) Limited,

and Chengdu Hi-Tech Investment Group Co. Ltd,

which represents the Chengdu government, to co-

develop the Singapore-Sichuan Hi-Tech Innovation

Park in the PRC

Corporate/Mergers

& Acquisitions /

China Practice

Mapletree Logistic Trust’s issue of S$350 million in

aggregate principal amount of 5.375% perpetual

securities and arranged by Citigroup Global Markets

Singapore Pte. Ltd. and DBS Bank Ltd

Capital Markets

The grant of credit facilities to Ascendas Frasers Pte.

Ltd. (a joint venture company between Ascendas

Land (Singapore) Pte. Ltd. and Frasers Centrepoint

Limited) to, among other things, finance the

development and construction of an integrated

business park facility at Changi Business Park,

where we acted as Lenders’ counsel

Banking &

Finance/Corporate

Real Estate


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DESCRIPTION TYPE

Establishment by Heliconia Capital Management Pte.Ltd., a subsidiary of Temasek Holdings Limited, of

the SME Co-Investment Fund LP, which seeks to

invest in small-medium enterprises headquartered, or

with significant businesses, in Singapore

Asset Management& Funds

Sale of Peak Retail Investments Pte. Ltd’s strategic

interest in RSH Limited to a member of the Al

Futtaim Group, which included a refinancing and

capital reduction exercise undertaken by RSH

Limited in connection with the sale

Corporate/Mergers

& Acquisitions /

Middle East

Practice

Sale by Sincere Holdings Limited of the entire

shareholding in the capital of Sincere Watch Limited

to Be Bright Limited

Corporate/Mergers

& Acquisitions

Pre-conditional voluntary general offer by Frencken

Group Limited, a Singapore-listed manufacturing

company and global high-tech capital and consumer

equipment service provider, for all the issued and

paid up ordinary shares in the capital of Juken

Technology Limited

Corporate/Mergers

& Acquisitions


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CONSTRUCTION

A court must examine the ent ire factual matr ix of the case to determine if

the facts show that the beneficiary of an on-demand performance bond

had acted unconscionably and without good faith when making a call on

the demand, and if it had, the court would restrain it from making the call:

-- BS Mount Sophia Pte Ltd v Join-Aim Pte Ltd [2012] SGCA 28

(Singapore, Court of Appeal, 9 May 2012)

The Court of Appeal recently considered when it would be unconscionable for

a beneficiary of an on-demand performance bond to make a call on the bond.

The case provides useful guidance as to how the test of unconscionability will

be applied. Tan Chee Meng, SC acted for the successful respondent.

Facts

The Appellant was a property developer and the Respondent was a

contractor. Pursuant to a building contract (“Contract”), the Appellant

employed the Respondent to construct a residential condominium

development. As required by the Contract, the Respondent provided the

Appellant with an on-demand performance bond (“Bond”) to secure the

performance of its obligations under the Contract.

The date specified in the Contract for completion of the building project was 1

January 2010. Extensions granted by the project architect gave a revised

completion date of 4 April 2010. Actual completion was certified as having

taken place on 27 August 2010. The Respondent disagreed with the architect’s

determination of the project completion date and the revised completion date,

and sought to have him amend them. The architect refused to do so.

On 15 July 2011, the Respondent referred the dispute on the completion date

and the extension of time to arbitration pursuant to the terms of the Contract.

The Appellant did not respond to this reference to arbitration, but on 27 July

2011, it called on the Bond stating that completion had been delayed due to

the Respondent and that it was therefore entitled to liquidated damages.

The Respondent applied to Court for an order restraining the Appellant from

calling on the Bond. It argued that it would be unconscionable to allow the call.

The Test of Unconscionability

The Court noted that unconscionability is one of the grounds on which a court

may restrain a beneficiary from calling on a performance bond. However, the

threshold for establishing a case of unconscionability is a high one. It requires a

To discuss the possible

implications of this for your

business, please contact:

TAN Chee Meng, Senior

Counseld: +65 6416 8188

e: cheemeng.tan@

wongpartnership.com



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strong prima facie case of unconsionability to be established. Sufficient reasons

have to be given to the court before it will conclude that there was

unconscionable behaviour on the part of the beneficiary in calling on the bond.

The Court explained that conduct was unconscionable if the court found it to

be so lacking in good faith such that an injunction restraining the beneficiary’s

substantive rights was warranted. However, there was no single definition of

unconscionability that could be applied. The elements of behaviour that would

be caught by the label of unconscionability included unfairness, and the

question as to whether or not notice was afforded to the obligor of his alleged

breach before the beneficiary’s call on the bond. At the end of the day, the

court would engage in a thorough consideration of the relevant facts as

viewed in the entire context of the case, taking into account the parties’conduct leading up to the call on the bond.

The Entire Factual Matrix Is Considered

The Court examined the entire chronology, and noted the following dates and

events in particular:

• For the works to be certified as completed, the electrical portions of the

works had to pass certain tests. In order for the test to be carried out, the

proper electrical connections and cables were necessary. The

Respondent argued that the Appellant and its consultants had been

unable to decide on the necessary power specifications, thereby causing adelay in the installation of the cables, leading to a delay on the carrying

out of the tests. The Court noted that while the Appellant did not agree

that the fault lay with it, it also did not dispute that the responsibility for the

causes of the delay was hotly contested. Accordingly, there was a clear

question as to whether the Respondent was in breach of its obligations,

and that question was known to the Appellant.

• On 4 October 2010, the project architect wrote to the Appellant proposing a

practical completion date of 19 July 2010. The Respondent replied, copying

his reply to several of the Appellant’s consultants, stating that the Respondent

was agreeable to the “practical completion date” of 19 July 2010 proposed, on

condition that the date proposed was to determine the maintenance periodonly; that it was not to be taken as the actual completion date; and that no

liquidated damages would be incurred as a result of the agreement on the

date. Crucially, there was no reply to this 5 October 2010 email from the

Appellant or, for that matter, from anyone else.

• Looking at the entire sequence of events from 4 October 2010 to just

before 27 July 2011, the date the Appellant made a call on the Bond, the

Court noted that at no point during this period did the Appellant indicate

that it believed that the Respondent had delayed completion of the works


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and that it was entitled to liquidated damages. It was not until after the

dispute was referred to arbitration did the allegation of delay come up.

Looking at all of the evidence, therefore, the Court noted that it appeared that

the Appellant did not genuinely believe that the Respondent was responsible

for the delay. In this respect, the Court was quick to stress that it was not

determining which party was responsible for the delay but was merely being

alive to the question of whether the Respondent had had a lack of good faith

in calling on the Bond. This, it decided, had been shown on the evidence.

Two further points made by the Court are noteworthy:

• The Appellant would have been entitled to call on the Bond even if it had

been mistaken in its position that the Respondent had been in breach solong as the position was genuinely adopted and the Appellant honestly

believed that this was the case.

• The project architect had sent the Respondent an architect’s direction

which required the Respondent to extend the validity of the Bond, failing

which the Appellant would call on the Bond. The Court noted that it did not

seem proper for the Appellant to demand that the Respondent extend the

validity of the Bond, and threaten to call on the Bond in order to enforce

this demand. It also noted that it seemed even less proper for this

instruction to have come by way of an architect’s direction.

INSOLVENCY

Leave of court is required to bring an action against a liquidator of a

company in respect of his actions as liquidator.

-- Excalibur Group Pte Ltd v Goh Boon Kok [2012] SGHC 71 (Singapore,

High Cour t, 5 Apri l 2012)

Facts

The defendant in this case was the liquidator of Kaki Bukit Industrial Park PteLtd (“Company”). In his capacity as the liquidator of the Company, the

defendant invited parties to tender for the purchase of certain property of the

Company. The plaintiff, Excalibur Group Pte Ltd, submitted two bids. Both

bids were rejected, and the tender was awarded to a third party.

The plaintiff alleged that the defendant and/or his proxies had been paid

secret commissions to award the tender to the winning bidder. It therefore

started an action against the defendant for, among other things, breach of

contract between the plaintiff and the Company and/or breach of the


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defendant’s common law duty of care, which he owed to all the bidders of the

property, to treat all bidders fairly and equally.

The defendant filed an application to strike out the plaintiff’s statement of

claim on the basis that the plaintiff’s causes of action in tort and contract were

time-barred and that the plaintiff failed to obtain leave to commence the

action against him as the liquidator of the Company. The plaintiff then filed a

separate application by way of an originating summons for a declaration as to

whether leave of court is required to commence an action against the

defendant as the liquidator of the Company. The question before the Court

was whether such leave was required; if so, whether leave could be granted

retrospectively; and whether leave should be granted.

Decision

The Court noted that neither the Companies Act nor the Companies (Winding

Up) Rules requires a plaintiff to seek the court’s leave before suing a liquidator.

The Court then considered whether there is a common law rule to that effect.

Since there is no case law in Singapore directly on point, the Court examined

the approach taken in other jurisdictions and noted the following:

• In Australia, it is settled law that leave of court is required in order to

commence proceedings against a liquidator. The rationale for requiring

leave is to protect the liquidator, who is an officer of the court, from facing“spurious or vexatious litigation” and to protect the integrity of the winding

up process.

• In England, there is no case law on whether leave of court is required to

commence an action against a liquidator. There is, however, a

requirement for leave to sue a receiver. The rationale for the requirement

for leave appears to be similar to Australia where there is a desire to

protect a court-appointed receiver who is an officer of the court.

• In Canada, the Canadian Bankruptcy and Insolvency Act expressly

provides that leave of court is required in order to sue the Canadian

equivalent of a liquidator.

• In Malaysia, leave must be obtained in order to bring proceedings against

a liquidator. The rationale for requiring leave is similar to Australia: leave is

required because a court-appointed liquidator is an officer of the court.

The Court then held that the Australian and Malaysian position should be

followed in Singapore. It explained that a common law requirement for leave

will promote the objective of ensuring that the winding-up process is

conducted efficiently and expeditiously in the interest of all stakeholders. The

underlying reason for why liquidators are viewed as requiring the court’s

protection is that they play a central role in administering the winding-up




CHOU Sean Yu

d: +65 6416 8133

e: seanyu.chou@

wongpartnership.com


Manoj Pillay

SANDRASEGARA

d: +65 6416 8106

e: manoj.sandra@

wongpartnership.com



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process. They should be protected against unmeritorious, frivolous or

vexatious legal proceedings which will cause delays and incur additional

expense to the general body of creditors. For the same reasons, leave of

court may be sought retrospectively.

As for the basis on which leave can be granted, the Court held that all the

facts and circumstances of the case have to be taken into consideration. The

applicant must at least be able to show a prima facie arguable case, but need

not go so far as to show that he will or is likely to succeed. Applications

without any foundation or that are frivolous or vexatious or calculated to delay

proceedings or with an ulterior motive will not be allowed. The stage at which

the proceedings are when such applications are made will also be a very

relevant consideration. Delays in taking out such applications, unless thereare good reasons, will also weigh against an applicant.

Applying these factors to the plaintiff’s application, the Court observed that

the Company had already been wound-up. There was, accordingly, no

purpose to be served by withholding leave to commence any action against

the defendant. In these circumstances, there was no need to set the

threshold for leave at a high level. On the basis of the evidence set out before

the Court, the Court found that the plaintiff had a prima facie arguable case

against the defendant, and hence granted the plaintiff retrospective leave to

commence its action against him.

MEDIA / COMPETITION

IDA Implements New Merger Approval Requirements

The Telecommunications (Amendment) Act came into force on 1 February

2012. Pursuant to the changes effected, the Info-Communications

Development Authority of Singapore (“IDA”) has amended the Code of Practice

for Competition in the Provision of Telecommunications Services (“Code”) to:

• require IDA’s approval to be obtained for acquisitions that cause an

acquirer (“ Acquir ing Party”) of a Designated Telecommunication

Licensee (“DTL”) to cross the 30% threshold;

• introduce the new concept of “Voting Power” to take into account an

Acquiring Party’s actual control over shareholder votes in a DTL; and

• extend the requirement for IDA approval to M&A transactions involving

Designated Business Trusts (“DBT”) and Designated Trusts (“DT”).

The changes took effect on 9 April 2012, and will affect proceedings under

the Code commenced or continued after that date.


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Determining the Level of Control in a DTL

In order to allow the IDA to more accurately determine the level of control a person

has over a DTL, the Code has been amended to incorporate the following:

• The concept of Voting Power has been introduced. This takes into account

the Acquiring Party’s actual control over shareholder votes in a DTL,

especially through indirect means, regardless of whether a party holds any

direct Voting Shares in the DTL.

• The concept of Associates is also new, and takes into consideration

parties who may control or influence the Acquiring Party, or who may be

controlled or influenced by the Acquiring Party.

This approach to determining the level of control in a DTL is in contrast to theprevious framework where the “sum of percentages” methodology was

applied. Take for example, a situation where A holds 50% of the ownership

interests in B, and B holds 20% of the ownership interests in a DTL.

Previously, A would have been deemed to have a 10% interest in the DTL

(i.e. half of the 20% interest held by B in the DTL). Under the amended Code

however, A would be deemed to have the full 20% interest in the DTL

because A is able to control the full 20% interest held by B in the DTL, by

virtue of A’s 50% interest in B.

Under the amended Code, therefore, to determine the overall control that an

Acquiring Party has in a DTL, it is therefore necessary to view in totality theVoting Shares/Voting Power the Acquiring Party and its Associates have

together in a DTL. Where the percentage of overall control that an Acquiring

Party (together with its Associates, if any) has in a DTL crosses certain

specified thresholds, the IDA’s approval will be required before the acquisition

can proceed. The triggering thresholds so specified are:

• becoming a 12% Controller of a DTL;

• becoming a 30% Controller of a DTL;

• acquiring any business of a DTL that is conducted pursuant to a

telecommunication licence, or any part of any such business, as a going

concern; and

• obtaining Effective Control over a DTL.

Each is a separate and distinct trigger event requiring a separate IDA approval

each time they are triggered. Associates of the Acquiring Party (who may not

be directly involved in a transaction involving a DTL) must also obtain the IDA’s

approval for that acquisition if their Voting Shares/Units/Equity Interests/Voting

Power in the DTL change as a result of the transaction.

In calculating the percentage of Voting Shares/Units/Equity Interests/Voting

Power in the DTL, a person’s control over that DTL will be equal to the level




LAM Chung Nian

d: +65 6416 8271

e: chungnian.lam@

wongpartnership.com


Ameera ASHRAF

d: +65 6416 8113

e: ameera.ashraf@

wongpartnership.com



12/14

LAWWATCH 11





of control held by the penultimate downstream entity so long as there is an

unbroken chain of effective control from it to the DTL.

The introduction of the “Voting Power” and “Associates” concepts would

appear to make it easier for Acquiring Parties to breach the prescribed

ownership thresholds. Parties should keep in mind that their indirect interests

in DTLs could result in them being deemed to the equivalent level of “Voting

Power” in the DTL under the revised Code. This would have an impact on the

relevant approval obligations should they make subsequent acquisitions of

direct interests in the same DTL.

The Approval Process

The timelines for obtaining the IDA’s approval for the acquisition have been

streamlined and standardised: the IDA’s approval should be sought not more

than 30 days after the M&A agreement is entered into, and not more than 60

days before the completion of an acquisition (“60 Day Timeline”). Upon

receipt of the Acquiring Parties’ application, IDA’s assessment of the

transaction will be based on the Voting Shares/Units/Equity Interests/Voting

Power held not only by the Acquiring Parties, but also by all relevant

Associates (i.e. those Associates whose Voting Shares/Units/Equity

Interests/Voting Power in the DTL/DBT/DT did not change as a result of the

transaction). After the submission, parties must promptly inform the IDA in

writing of any change, or new or different fact or matter that is reasonablylikely to have a material impact on IDA’s assessment of the M&A application.

The approval/rejection of the application will apply to the Acquiring Parties, as

well as all relevant Associates.

While there have been comments that the 60 day Timeline would be

impractical and restrictive from an investment perspective, the IDA has

assured all parties that it will not unduly delay or prolong its review of any

application without good reason. The review timeline will be prolonged where

there is a need to seek industry comments on a transaction or where the

transaction raises novel or complex issues.

Inclusion of Business and Other Trusts

Another major amendment to IDA’s M&A framework for the

telecommunications sector is the inclusion of M&A transactions involving

DBTs and DTs. The changes to the framework applicable to DTLs as set out

above will also apply to DBTs and DTs. In addition, to enable the IDA to

oversee acquisitions involving telecommunication systems or assets that

have been placed in business trusts or other forms of trusts, the following


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LAWWATCH 12





obligations have been imposed on DBTs, DTs, and their Trustee-manager or

trustee respectively:

• The Trustee-manager/trustee must notify the IDA in the event that any

person holds or controls between 5% and 12% of the Units/Equity

Interests or Voting Power respectively in a DBT/DT.

• The Acquiring Party must seek IDA’s approval:

o for transactions that result in it holding or controlling 12% and 30% of

the Units/Equity Interests or Voting Power respectively in a DBT/DT;

o where he acquires the business of a DBT/DT as a going concern; or

o if he obtains Effective Control of a DBT/DT.

SOME OF OUR OTHER UPDATES …

DATE TITLE

4 April 2012 LawWatch

11 April 2012 LegisWatch: Changes to the Singapore Code on

Take-overs and Mergers

11 April 2012 LegisWatch: MAS Consults on New Regulatory

Capital Requirements for Fund Managers / REIT

Managers and other CMS Licensees

20 April 2012 LawWatch: Financial Services Edition

2 May 2012 LawWatch: Intellectual Property, Media &

Technology Edition

15 May 2012 LawWatch: Corporate Governance Edition


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LAWWATCH 13


This update is intended for your general information only.


WongPartnership LLP (UEN: T08LL0003B) is a limitedliability law partnership registered in Singapore under

CONTACT DETAILS

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Abu Dhabi Branch Al Bateen TowersBuilding C3 Office 11-01 (P1)P.O. Box No. 37883

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[email protected] wongpartnership.com

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