Legal Updates for Apr - 2024
Singapore's Cybersecurity Regime Set to Undergo Update - Cybersecurity (Amendment) Act Introduced in Parliament
In Singapore, the Cybersecurity Act regulates cybersecurity threats and incidents, critical information infrastructure ("CII"), and cybersecurity service providers. To keep pace with emerging threat factors and operational practicalities, the Cyber Security Agency of Singapore ("CSA") has introduced the Cybersecurity (Amendment) Bill ("Bill"). The main amendments in the Bill include the following:- Updating existing provisions relating to the cybersecurity of CII;
- Expanding CSA's oversight to cover the cybersecurity of Systems of Temporary Cybersecurity Concern; and
- Creating two new classes of regulated entities – Entities of Special Cybersecurity Interest and Foundational Digital Infrastructure.
19 Apr 2024 | Singapore
New Regulated Activities under Payment Services Act and New User Protection Requirements for Digital Payment Token Service Providers from 4 April 2024
On 4 April 2024, the Payment Services (Amendment) Act 2021 came into effect, revising the Payment Services Act 2019 in the following main areas:- Broadening the definition of "digital payment token" ("DPT") services;
- Widening the definition of "cross-border money transfer" services; and
- Empowering the Monetary Authority of Singapore ("MAS") to impose additional measures to regulate DPT service providers to enhance consumer protection and maintain financial stability.
This Update provides a brief summary of these newly regulated activities and the new requirements imposed on DPT service providers.
19 Apr 2024 | Singapore
MAS Launches COSMIC Platform for FIs to Share Information on Customers Exhibiting Red Flags to Combat ML/TF
On 1 April 2024, the Monetary Authority of Singapore ("MAS") launched COSMIC (Collaborative Sharing of Money Laundering / Terrorism Financing (ML/TF) Information & Cases), the first centralised digital platform to facilitate the sharing of customer information among prescribed financial institutions ("Prescribed FIs") to combat money laundering ("ML"), terrorism financing ("TF"), and proliferation financing ("PF") globally.On the same day, the Financial Services and Markets Act 2022 ("FSMA") was amended to set out the legal basis and safeguards for such sharing. On 28 March 2024, the MAS Notice FSM-N02 Prevention of Money Laundering and Countering the Financing of Terrorism - Financial Institutions' Information Sharing Platform ("COSMIC Notice") was issued, providing MAS' requirements for the Prescribed FIs to establish and implement robust controls to facilitate the sharing of risk information on COSMIC and protect the confidentiality of the information being shared and the interests of legitimate customers. The COSMIC Notice took effect on 1 April 2024, save for the provisions dealing with outsourcing arrangements which will take effect on or after 11 December 2024, together with the coming into effect of the MAS Notice 658 on Management of Outsourced Relevant Services for Banks.
With the launch of COSMIC, the Prescribed FIs in this initial phase (expected to last for approximately two years after its launch) currently comprise the six banks who co-developed COSMIC together with MAS (DBS, OCBC, UOB, Citibank, HSBC, and Standard Chartered Bank). As a start, COSMIC will focus on three key financial crime risks in commercial banking: (i) misuse of legal persons; (ii) misuse of trade finance for illicit purposes; and (iii) PF. Under COSMIC, FIs can securely share with one another information on a "relevant party" who exhibits multiple "red flags" that may indicate potential financial crime concerns along the lines of (i) to (iii), if stipulated conditions and thresholds are met. A "relevant party" is a person who is, or who seeks to be, or who has been, a customer of a Prescribed FI, and who has been prescribed as such under subsidiary legislation.
This Update outlines key requirements under the FSMA and the COSMIC Notice. 18 Apr 2024 | Singapore
Key Changes to the Occupational Safety and Health Legislation in Malaysia
The Occupational Safety and Health Act 1994 ("OSHA") establishes the legal framework relating to the occupational safety and health in Malaysia. The overall objectives of the OSHA are to:
(a) secure the safety, health and welfare of persons at work against risks to safety or health arising out of the activities of persons at work;
(b) protect persons at a place of work other than persons at work against risks to safety or health arising out of the activities of persons at work;
(c) promote an occupational environment for persons at work which is adapted to their physiological and psychological needs; and
(d) provide the means where the associated legislation on occupational safety and health may be progressively replaced by a set of regulations and approved industry codes of practice operating in combination with the provisions of the OSHA designed to maintain or improve the standards of safety and health.
After almost three decades, the Occupational Safety and Health (Amendment) Act 2022 ("Amendment Act") was passed with royal assent on 4 March 2022. It will come into force on 1 June 2024, together with two new subsidiary legislation, namely the Occupational Safety and Health (Plant Requiring Certificate of Fitness) Regulations 2024 and the Occupational Safety and Health (Licensed Person) Order 2024. The Amendment Act brings about substantial amendments to the OSHA which seeks to enhance the existing legislation on occupational, safety and health in Malaysia, in particular by expanding the scope and applicability of the OSHA to all places of work throughout Malaysia including the public services and statutory authorities, with very limited exceptions.
This Update provides some of the significant amendments introduced by the Amendment Act.
16 Apr 2024 | MalaysiaMAS Targets to Repeal RFMC Regime on 1 August 2024, Shares Implementation and Transitional Arrangements
On 28 March 2024, the Monetary Authority of Singapore ("MAS") issued its Response to feedback received on the Consultation Paper on the Repeal of Regulatory Regime for Registered Fund Management Companies ("RFMCs") covering the following:(a) Its intention to repeal the regulatory regime for RFMCs on 1 August 2024. Existing RFMCs intending to continue with regulated fund management activity after the date of the repeal must apply to become licensed fund management companies that are restricted to serving accredited or institutional investors ("A/I LFMCs").
(b) The implementation and transitional arrangements, such as application to be an A/I LFMC, the continuity of operations during applications and applicable requirements.
This Update highlights key points RFMCS should note and action to prepare for the repeal of the RFMC regime.
12 Apr 2024 | SingaporeAnalysing Interim Injunctions in the Context of Restraint of Trade Clauses
When a former employee leaves his erstwhile employer to join a rival company, should the erstwhile employer be allowed to maintain the interim injunctions it obtained against the former employee, on the basis of a non-compete clause and a confidentiality clause (in the employment contract between the former employee and the erstwhile employer)?The team of Lee Eng Beng SC, Timothy Ang and Liu Yulin from Rajah & Tann Singapore LLP’s Commercial Litigation Practice Group successfully represented the defendant former employee in discharging the interim injunctions before Singapore’s High Court in MoneySmart Singapore Pte Ltd v. Artem Musienko [2024] SGHC 94. The issue was whether the interim injunctions should be maintained. The High Court held that: (a) the non-compete clause was not valid and enforceable, and thus there could not be a good arguable case that the clause had been breached; (b) the claimant failed to establish a good arguable case that the alleged information was confidential and that the defendant had breached, or would breach, the confidentiality clause; and (c) the balance of convenience was in favour of the defendant and it was inequitable to allow the interim injunctions to continue.
The decision clarifies the legal principles applicable in determining whether to grant or maintain interim injunctions, in a situation where a negative covenant has been breached or is likely to be breached, and in the specific context of restraint of trade clauses. Bare and unsubstantiated assertions of legitimate proprietary interests or that there is a real risk of breach are insufficient. Interesting points to note when drafting such clauses include the impact of a non-compete clause that has been drafted in a cascading manner, and the applicability or otherwise of the employer’s election and the doctrine of severance to such clauses. Companies should also note that the manner in which they handle information (including whether they take precautions to maintain the confidentiality of the information, selectively disclose confidential information, and expressly inform their employees about the confidential nature of certain information) would impact the Court’s assessment on whether or not such information constitutes confidential information in the first place. 09 Apr 2024 | Singapore
Judicial Assistance between Singapore and China – Singapore Court Highlights Importance of Observing Prescribed Treaty Procedure
The Treaty on Judicial Assistance in Civil and Commercial Matters (中华人民共和国和新加坡共和国关于民事和商事司法协助的条约) ("Treaty") between Singapore and the People’s Republic of China ("PRC") provides for the mutual provision of judicial assistance by both countries and sets out the applicable procedure for such requests.In the recent case of Kiri Industries Ltd v Senda International Capital Ltd and another (Fan Jing, non-party) [2024] SGHC(I) 7, the Singapore International Commercial Court considered an examination order that had been obtained by the plaintiff in the Singapore courts against the defendant company and two of its officers who were non-parties and foreign nationals resident in PRC. On application by the defendant company and one of the officers ("Applicants"), the Court set aside an order giving the plaintiff leave to serve the examination order on the two officers in Hong Kong and PRC, as well as an order for substituted service of the examination order. In reaching its decision, the Court highlighted the importance of observing the channels set out in the Treaty when it comes to the service of orders or the taking of evidence in PRC, as the plaintiff's failure to utilise these channels was a major factor in the setting aside of the service orders.
The Applicants were successfully represented in this application by Toh Kian Sing SC, Mark Cheng, Priscilla Soh, Darren Lim, and Ryan Mao of Rajah & Tann Singapore LLP. 09 Apr 2024 | Singapore
China Relaxes Rules on Cross-Border Data Flow
On 22 March 2024, the Cyberspace Administration of China ("CAC") published the long-awaited Regulations on Promoting and Regulating the Cross-border Data Flow (《促进和规范数据跨境流动规定》) ("Regulations"), which came into immediate effect.
Compared to the draft Regulations issued for comments by CAC on 28 September 2023, the published Regulations marks a radical shift in China’s cross-border data transfer regulatory approach, towards one which seeks to ensure a balance between national security and protection of individual rights on one hand, and commercial practicability on the other hand.
This Update will examine some of the key features of the Regulations.
05 Apr 2024 | ChinaTax Liability Insurance in Singapore: Benefits, Trends, and Challenges
Tax liability insurance products fully or partially indemnify the insured's tax risks, offering coverage for scenarios such as tax liabilities imposed by tax authorities, defence costs against tax claims, and gross-up taxes on proceeds. This coverage effectively transfers tax liability to the insurance company, providing businesses with financial protection against unexpected tax liabilities.Compared to America and Europe, the tax liability insurance market in Asia is still nascent, presenting significant growth opportunities. Notable players in the region include India, Singapore, and Australia, where tax liability insurance is readily available.
In this Update, we discuss the benefits and coverage of tax liability insurance, global market trends, and the tax challenges that businesses may face in Singapore. Our Tax team possesses extensive experience in tax insurance, and are well-equipped to advise on any tax challenges you may face. 04 Apr 2024 | Singapore
Navigating the Change in Share Ownership Reporting under OJK Regulation No. 4 of 2024
Starting on 28 August 2024, shareholders of a public company will be subject to a potentially game-changing set of requirements on the reporting of ownership or changes in ownership of a public company’s shares and encumbrances of a public company’s shares. These requirements, which are introduced by the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) in February 2024 under OJK Regulation No. 4 of 2024 (“POJK 4/2024”), will be based on the calculation of valid voting rights over a public company’s shares as opposed to the calculation of the number of shares.
POJK 4/2024 revokes OJK Regulation No. 11/POJK.04/2017 (“POJK 11/2017”). Additionally, POJK 4/2024 serves as the implementing regulation for the provision on the report of changes of ownership in a public company under Law No. 4 of 2023 on the Development and Strengthening of Financial Sector.
Besides introducing a new calculation rule based on valid voting rights, POJK 4/2024 also regulates new matters, such as ownership from inheritance, reporting exemption, reporting of encumbrance, and shortened reporting period.
03 Apr 2024 | IndonesiaRegional Guide on Listings & Initial Public Offerings in Southeast Asia
Rajah & Tann Asia is pleased to present this guide on listings and initial public offerings in Southeast Asia to you, which we believe will be a useful aid to listing aspirants in the Asia region. As a summary, this guide gives a general overview of the key requirements and processes involved in listings and initial public offerings in the following jurisdictions:
- Singapore
- Indonesia
- Malaysia
- Thailand
- Cambodia
- Vietnam
In addition to the above, this guide also provides a general overview of the capital markets and/or stock exchanges in the region.
Rajah & Tann Asia is here to assist you in every step of your way towards a successful listing. If you have any queries on any specific jurisdiction(s), please feel free to reach out to any one of our experts in our Rajah & Tann Asia and we will be happy to assist.
This publication is up to date as of 3 January 2024. As the report is cast in general terms and not exhaustive, detailed advice must be sought on specific situations or queries.
03 Apr 2024 | MalaysiaLarge Scale Solar Photovoltaic Plant – Fifth Competitive Bidding Round (LSS PETRA)
Following the announcement by the Ministry of Energy Transition and Water Transformation (PETRA) in January 2024, the Energy Commission ("EC") had on 1 April 2024 issued the following documents (in Bahasa Malaysia) relating to the fifth competitive bidding round for the Large Scale Solar ("LSS") programme, also known as LSS-Peralihan Tenaga SuRiA (“LSS PETRA”), via its website to call for bids to develop up to 2,000MWac of solar power plants in Malaysia:
- Notification Notice of the Implementation of the Competitive Bidding Program for the Development of Large Scale Photovoltaic (PV) Solar Power Plants (Large Scale Solar - LSS) in Peninsular Malaysia; and
- Procedures for Purchasing Documents - Request For Proposal (RFP) Competitive Bidding Program for the Construction of Large Scale Solar Photovoltaic (PV) Plant Janakuasa (LSS) in Peninsular Malaysia.
The Request for Proposal ("RFP") may be purchased online from 9.00am on 1 April 2024 to 5.00pm on 16 April 2024 at a price of Ringgit Malaysia three thousand (RM3,000) per RFP.
This Update provides the key features of LSS PETRA.
02 Apr 2024 | MalaysiaGuide to Lending and Security in Southeast Asia
It is increasingly common to see the footprint of finance transactions spanning different jurisdictions. It is thus vital for businesses to be able to manage the cross-border legal issues that may arise from such regional arrangements. This Guide provides a useful overview of key legal and regulatory requirements and addresses typical issues and considerations concerning lending and security in Southeast Asia, focusing on Cambodia, Indonesia, Lao PDR, Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam. 02 Apr 2024 | SingaporeTax & Customs Alert - April 2024
In this Update, we highlight the following tax and customs developments in Vietnam:
- Update to the Global Minimum Tax (GMT) Implementation & Potential Tax Reforms
- Consolidated Regulation on Certificates of Origin
Solar for Rakyat Incentive Scheme (SolaRIS)
On 27 March 2024, the Ministry of Energy Transition and Water Transformation announced a special incentive known as the Solar for Rakyat Incentive Scheme ("SolaRIS"). The SolaRIS aims to encourage the installation of solar photovoltaic systems by domestic consumers. In line with the SolaRIS, the Government has also announced a further additional quota of 100MW for the Net Energy Metering Rakyat programme. This Update highlights the key features of these initiatives.
01 Apr 2024 | Malaysia