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Articles 31 - 52 of 52
Full-Text Articles in Law
The Future Of Reorganization Procedures In The Era Of Pre-Insolvency Law, Aurelio Gurrea-Martinez
The Future Of Reorganization Procedures In The Era Of Pre-Insolvency Law, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Several countries and regions around the world, including Singapore, the United Kingdom, and the European Union are amending their restructuring framework to implement a pre-insolvency mechanism that looks like a US Chapter 11 reorganization. However, unlike what happens in the United States, where unsuccessful reorganizations lead to Chapter 7 liquidations, companies using this ‘de facto Chapter 11’ (DFCH11) are still allowed to use the formal reorganization procedures existing in their insolvency jurisdictions if the DFCH11 fails.
Transplanting Chapter 11 Of The Us Bankruptcy Code Into Singapore's Restructuring And Insolvency Laws: Opportunities And Challenges, Gerald Mccormack, Wai Yee Wan
Transplanting Chapter 11 Of The Us Bankruptcy Code Into Singapore's Restructuring And Insolvency Laws: Opportunities And Challenges, Gerald Mccormack, Wai Yee Wan
Research Collection Yong Pung How School Of Law
In 2017, Singapore introduced wide-ranging reformsto its insolvency and restructuring laws with a view to enhancing itsattractiveness as an international centre for debt restructuring. Central tothese reforms is the transplantation (with modification) of certain provisionsfrom Chapter 11 of the US Bankruptcy Code including the automatic moratorium, cross-creditorcram-down, rescue financing and pre-packs. Drawing upon the US experience andsimilar reform proposals in the EU (including the UK), we critically evaluate theimpact of the new Singapore law. We argue that there remain challenges inensuring that the transplantation works well and highlight the possibleunintended consequences of such transplantation.
Dual-Class Shares In Singapore – Where Ideology Meets Pragmatism, Pey Woan Lee
Dual-Class Shares In Singapore – Where Ideology Meets Pragmatism, Pey Woan Lee
Research Collection Yong Pung How School Of Law
This article seeks to understand the rationale for and potential implications of the introduction of dual class shares (DCS) in Singapore. It does so by first considering the theoretical as well as evidential arguments for and against the use of DCS, followed by a survey on the reception (or otherwise) of such structures in four common law jurisdictions with vibrant capital markets, viz., Canada, the United States, United Kingdom and Hong Kong. It observes that the chief argument cited by business founders to justify the use of DCS structures is the desire to enhance a firm’s long-term profitability by shielding …
Unravelling Civil Conspiracy, Pey Woan Lee
Unravelling Civil Conspiracy, Pey Woan Lee
Research Collection Yong Pung How School Of Law
This article seeks to understand civil conspiracy through the lens of its historical rationale. It identifies that purpose to be the protection of public interests as the tort was originally fashioned as an extension of criminal conspiracy to counter serious social ills. For lawful means conspiracy, this rationale is exemplified by the requirement for improper or illegitimate motive whilst “unlawful means” serves the same function in the context of unlawful means conspiracy. Counter-intuitively, understanding the tort in this way provides a means of restricting the tort and reigning in its “revolutionary” tendencies. Recognising the tort’s policy-based foundation would, it is …
Enforcing Town Councils’ Duties Of Financial Prudence: Problems Addressed By The Town Councils (Amendment) Act 2017, Benjamin Joshua Ong
Enforcing Town Councils’ Duties Of Financial Prudence: Problems Addressed By The Town Councils (Amendment) Act 2017, Benjamin Joshua Ong
Research Collection Yong Pung How School Of Law
This article discusses the means by which a TownCouncil’s statutory duties, particularly its duties of financial prudence, maybe enforced. It studies the law as it was prior to 2017 and reveals variousconceptual and practical problems, the result of which was that it was possiblefor a Town Council to fail to perform its statutory duties and face onlyminimal consequences. This article willprovide a background to some of the new statutory procedures introduced in the2017 amendments to the Town Councils Act, which solve the problems from whichthe previous law suffered. It is hoped that this will shed light on the historyof the …
The Avoidance Of Pre-Bankruptcy Transactions: An Economic And Comparative Approach, Aurelio Gurrea-Martinez
The Avoidance Of Pre-Bankruptcy Transactions: An Economic And Comparative Approach, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Most insolvency jurisdictions provide several mechanisms to reverse transactions entered into by a debtor prior to the commencement of the bankruptcy procedure. These mechanisms, generally known as claw-back actions or avoidance provisions, may fulfil several economic goals. First, they act as an ex post alignment of incentives between factually insolvent debtors and their creditors, since the latter become the residual claimants of an insolvent firm but they do not have any control over the debtor´s assets while the company is not yet subject to a bankruptcy procedure. Thus, avoidance powers may prevent or, at least, reverse opportunistic behaviors faced by …
The Law And Finance Of Initial Coin Offerings, Aurelio Gurrea-Martinez, Nydia Remolina Leon
The Law And Finance Of Initial Coin Offerings, Aurelio Gurrea-Martinez, Nydia Remolina Leon
Research Collection Yong Pung How School Of Law
The rise of new technologies is changing the way companies raise funds. Along with the increase of crowdfunding in recent years, the use of Initial Coin Offerings (ICOs) has emerged more recently as a new form to raise capital. Companies in the United States raised more than $4 billion in 2017 and over $6.3 billion were raised through ICOs in the first three months of 2018. In a typical ICO, a company receives cryptocurrencies in exchange for certain rights embodied in “tokens”, whose nature, treatment and implications are generating controversy among securities regulators around the world.
The New Additional Conveyance Duties Regime In The Stamp Duties Act, Vincent Ooi
The New Additional Conveyance Duties Regime In The Stamp Duties Act, Vincent Ooi
Research Collection Yong Pung How School Of Law
The new additional conveyance duties regime has gone beyond attempting to achieve tax neutrality between direct transfers of residential property and indirect transfers through the use of property-holding entities. It taxes an entirely new tax base and raises issues such as: the extremely broad concept of an “associate” relationship; definition of “unit in a property trust”; anti-avoidance provisions; liability for providing false information; tax neutrality; and the considerable flexibility that the section 23 Order provides the Government. This article analyses the regime in detail and considers the implications of various changes to the prescribed values in the section 23 Order.
The Balanced Scorecard Framework For Financial Advisers: A Pandora's Box, Kee Yang Low
The Balanced Scorecard Framework For Financial Advisers: A Pandora's Box, Kee Yang Low
Research Collection Yong Pung How School Of Law
The much-anticipated Balanced Scorecard Framework for determining the remuneration of representatives and supervisors in the financial advisory industry came into force on 1 January 2016. The framework is a major development and is likely to transform the industry. This article seeks to explain the framework and its challenges.
Sovereign Wealth Funds: Investors In Search Of An Identity In The 21st Century, Locknie Hsu
Sovereign Wealth Funds: Investors In Search Of An Identity In The 21st Century, Locknie Hsu
Research Collection Yong Pung How School Of Law
Sovereign Wealth Funds (SWFs), as they have come to be known, are a hybrid type of foreign investor. They invest beyond their own borders with an aim to maximize returns as a foreign investor is expected to. At the same time, they are closely associated with governments, by ownership, source of funding, and/or investment objectives. Even as within this group, individual SWFs take various forms and may have divergent investment priorities and risk approaches. There is not even a universal definition of SWFs. As a result, they are often not viewed as typical foreign investors. The association of a SWF …
Judicial Inactivitism In Protecting Financial Consumer Against Predatory Sale Of Retail Structured Products: A Reflection From Retail Structured Notes Lawsuits In Taiwan, Chao-Hung Chen
Research Collection Yong Pung How School Of Law
This article analyzes 310 structured note lawsuits in Taiwan between 2000 and 2013 to examine courts’ attitude in dealing with claims of misselling retail structured notes. We find that courts were generally not favorable to retail investors. This provides a contrast with the financial regulator’s efforts to improve financial consumer protection since 2008. By examining plaintiffs’ key arguments and courts’ rulings, we find that it was difficult for investors to fulfill their burden of proof and courts were reluctant to award remedies when investors did sign on a contractual document confirming his knowledge on a few matters. While regulators are …
Deutsche Bank V Chang: A Dramatic Reversal By The Court Of Appeal, Kee Yang Low
Deutsche Bank V Chang: A Dramatic Reversal By The Court Of Appeal, Kee Yang Low
Research Collection Yong Pung How School Of Law
The 2012 High Court decision awarding scientist Chang Tse Wen US$49m for losses from investing in accumulators through Deutsche Bank has been overturned by the Court of Appeal. This article seeks to aid readers in understanding the CA decision and in appreciating the legal implications.
Misrepresentation, Fiduciary Duty And Negligence: Investor Scores Rare Win In Deutsche Bank V Chang, Kee Yang Low
Misrepresentation, Fiduciary Duty And Negligence: Investor Scores Rare Win In Deutsche Bank V Chang, Kee Yang Low
Research Collection Yong Pung How School Of Law
Law reports of the last decade are littered with unsuccessful suits by investors against their banks for negligent or unsuitable advice. Rarely do investors succeed. This is despite the wide array of courses of action available, allowing them to sue for breaches by the bank of contractual duty (in particular, through misrepresentation), duty of care, statutory duty and fiduciary duty.
Structured Notes Fiasco In The Courts: A Study Of Relevant Judgments In Taiwan Between 2009 And 2010, Christopher Chao-Hung Chen
Structured Notes Fiasco In The Courts: A Study Of Relevant Judgments In Taiwan Between 2009 And 2010, Christopher Chao-Hung Chen
Research Collection Yong Pung How School Of Law
The purpose of this article is to analyse relevant judicial decisions in Taiwan regarding structured notes sold to retail investors. Regarding pre-sale disputes, one issue was that investors failed to read contractual documents properly before signing contracts, so there was a question whether they could later claim a bank’s violation of its duty to explain. This article favours the view that an investor’s signature may exempt a bank’s duty, provided that investors are made aware of relevant warnings. In addition, for suitability assessment, relevant judgments show that customers were too easily classified as active investors based on a simple questionnaire. …
Product Suitability, Due Diligence And Management Responsibility: The New Regime Of Regulation 18b Of The Financial Advisers Regulations, Kee Yang Low
Research Collection Yong Pung How School Of Law
In response to the structured products crisis of 2008, many changes were made to the Singapore regulatory landscape over the past three years. More recently, in July 2011, the Financial Advisers Regulations (Cap 110, Rg 2, 2004 Rev Ed) was amended and an important new provision – reg 18B – was added. Regulation 18B requires a financial adviser and its senior management to conduct a comprehensive due diligence exercise before selling a new product. This comment considers reg 18B’s overall scheme, its interpretational difficulties, the demands of the diligence requirements, its interrelation with s 27 of the Financial Advisers Act …
Recent Developments In European Bank Competition, Juliana Yu Sun
Recent Developments In European Bank Competition, Juliana Yu Sun
Research Collection School Of Economics
This paper investigates the degree of bank competition in the euro area, the U.S. and U.K. before and after the recent financial crisis, and revisits the issue whether the introduction of EMU and the euro have had any impact on bank competition. The results suggest that the level of bank competition converged across euro area countries in the wake of the EMU. The recent global financial crisis led to a fall in competition in several countries and especially where large credit and housing booms had preceded the crisis...
In Re Sigma Finance Corporation (In Administrative Receivership) And In Re The Insolvency Act 1986 [2009] Uksc 2 (29 Oct 09): Commentary, Chao-Hung Christopher Chen
In Re Sigma Finance Corporation (In Administrative Receivership) And In Re The Insolvency Act 1986 [2009] Uksc 2 (29 Oct 09): Commentary, Chao-Hung Christopher Chen
Research Collection Yong Pung How School Of Law
The case of Sigma Finance Corp was about the priority of payment under a Security Trust Deed for a structured investment vehicle (SIV). In essence, the key issue in the case was about whether debts due within the ‘realisation period’ after the occurrence of an ‘enforcement event’ should be paid ahead of other shortterm creditors.
Information Disclosure, Risk Trading And The Nature Of Derivative Instruments: From Common Law Perspective, Christopher Chao-Hung Chen
Information Disclosure, Risk Trading And The Nature Of Derivative Instruments: From Common Law Perspective, Christopher Chao-Hung Chen
Research Collection Yong Pung How School Of Law
This paper explores issues of pre-contractual disclosure for derivative instruments, of which this paper describes as contracts to trade risks, in the UK and US. While there is no general duty of disclosure in common law, this paper focuses on whether there should be a duty of disclosure for derivative instruments by comparing with securities law and insurance law. This paper argues that mandatory disclosure in the securities market cannot be extended to exchange-traded futures contracts (save where securities are involved) because of the nature of securities. In addition, this paper argues that derivative instruments, though similar to insurance in …
The Boundary Of Futures Regulation: From U.K. And U.S. Judgments Regarding Commodity Forward Contracts, Christopher Chao-Hung Chen
The Boundary Of Futures Regulation: From U.K. And U.S. Judgments Regarding Commodity Forward Contracts, Christopher Chao-Hung Chen
Research Collection Yong Pung How School Of Law
No abstract provided.
Financial Assistance - The Case For Re-Examining Section 76 Of The Companies Act, Wai Yee Wan
Financial Assistance - The Case For Re-Examining Section 76 Of The Companies Act, Wai Yee Wan
Research Collection Yong Pung How School Of Law
Section 76 of the Companies Act prohibits the giving by a company of financial assistance for the purpose of or in connection with the acquisition of its own shares. This penal provision is highly controversial in view of its breadth and uncertainty in its application. In the recent criminal prosecution of PP v Lew Syn Pau and in the recent civil litigation of Wu Yang Construction Group v Zhejiang Jinyi Group Co, Ltd, the Singapore High Court had to determine the scope of the prohibition under s 76 of the Companies Act. This case comment examines the two Singapore decisions …
Proprietary Relief Without Rescission, Hang Wu Tang
Proprietary Relief Without Rescission, Hang Wu Tang
Research Collection Yong Pung How School Of Law
The decision of the Court of Appeal in Halley v. The Law Society [2003] EWCA Civ 97 has the potential to muddy the waters of the law of rescission. It is a fundamental principle that a fraudulent misrepresentation renders a contract voidable at the instance of the representee (Bristol and West Building Society v. Mothew [1998] Ch. 1, 22). Modern authorities suggest that the representee does not have any proprietary interest in property transferred by him pursuant to the contract before rescission (see Bristol and West Building Society v. Mothew [1998] Ch. 1, 22-23; Twinsectra Ltd. v. Yardley [1999] Lloyd's …
Injunctions Restraining Calls On Performance Bonds: Is Fraud The Only Ground In Singapore?, Quentin Loh, Hang Wu Tang
Injunctions Restraining Calls On Performance Bonds: Is Fraud The Only Ground In Singapore?, Quentin Loh, Hang Wu Tang
Research Collection Yong Pung How School Of Law
This paper traces the divergence of Singapore law from English law with regard to the grounds upon which a call on a performance bond can be restrained, in particular the recent recognition of the Singapore Court of Appeal's ruling that "unconscionability" is a separate ground to restrain the call of a performance bond. This article examines the legal nature of an on demand performance bond and seeks to challenge the assumption that a performance bond is a mirror image of a letter of credit. This paper also discusses the recent case of Cargill International v. Bangladesh Sugar and Food Industries …