Hans Tjio

Restructuring the Bond Market in Singapore

The decline in commodity prices has badly impacted the resource and shipping sectors worldwide. There have been a significant number of defaults on bonds listed on the Singapore Exchange, which includes those of many foreign entities. The flip side of having a wall of corporate debt maturing in the next few years for the economy is that there is perhaps quite a bit of debt restructuring work on the horizon. Anticipating this, reforms to enable Singapore to become an international centre for debt restructuring were introduced in the Companies (Amendment) Act 2017, and these came into force in May 2017. This article discusses the likelihood of success of the reforms, which include widening restructuring jurisdiction and introducing some Chapter 11 characteristics, in light of the complexities of cross-border restructuring.

An Empirical Look at the Consequences of Oppression Actions in Singapore

ABSTRACT Oppression actions in Singapore have been the subject of empirical research in light of the possibility that the use of ‘commercial unfairness’ as the test for oppression in Singapore has favoured plaintiffs to the extent that businesses have been damaged by successful or even unsuccessful oppression suits. The findings, however, only prove that the complexity of oppression actions has increased. Consideration should still be given to whether some form of contractarianism ought to guide this area of law.

25. Securities and Financial Services Regulation

This is a survey of all the Singapore cases in the past year in the area of what can broadly be termed capital markets regulation (including those heard by the State Courts, given that financial regulation often creates criminal offences that are first heard there). Following convention, these can largely be further classified into the following categories: markets and exchange regulation; licensing of intermediaries and conduct of business rules; issuer regulation and securities offerings; insider trading and market abuse.

The Misuse and Abuse of the Corporate Form

This paper suggests that there has been little abuse of the corporate form as a proprietary institution. What abuse as there is usually relates to the corporation being used as a unlawful wealth protection device (which should be the preserve of trusts and its perpetuity/accumulation rules) as opposed to one carrying on a business producing goods and services, or perhaps a specific stage in a company’s existence where the separate fund is violated and/or the corporate nomenclature misused in a way which benefits one corporate constituent over another. The former is met by the narrow doctrine of veil piercing and the latter by various rules that may reflect the duty to act for proper purposes, as this counteracts an appeal to the company’s best interests when this is inappropriate.

THE UNCHANGING “DEBENTURE”

The English Court of Appeal in Fons Hf v Corporal Ltd. [2014] EWCA Civ 304 has recently confirmed that the phrase “debenture” when used in a charge agreement should be given its ordinary wide meaning. Some caution should be attached to this holding. Although the word “debenture” commonly appears in legislation or in private contractual documents, the precise meaning that should be ascribed to the word varies with the context.