Legal Updates for Jun - 2022
Draft Law Makes Substantive Amendments to the Rules in Connection with Interim Measures in Arbitration
Interim measures, also known as "interim relief", refer to temporary measures that are granted prior to the final arbitral award. Examples of common interim measures include freezing orders and anti-suit injunction orders. Many major arbitration rules in the common law world and European countries provide that arbitral tribunals have the power to grant interim measures during the arbitration, while emergency arbitrators have the power to grant pre-arbitration interim measures.
China has thus far adopted a different approach. Under the current law, the power to grant interim measures is vested in the courts rather than tribunals or emergency arbitrators. In addition, with some limited exceptions, the Chinese courts will not grant interim measures to assist arbitrations seated in foreign jurisdictions (known as "foreign arbitrations"), but only arbitrations seated in China, comprising pure domestic arbitrations and foreign-related arbitrations.
On 30 July 2021, the Ministry of Justice of the People's Republic of China published the Arbitration Law of the People's Republic of China (Amended Version) (Draft for Comments) (the "Draft Arbitration Law") for public consultation. The Draft Arbitration Law contains proposals for substantive amendments to the current regime in China concerning interim measures in arbitration and introduces, for the first time, the regime of "emergency arbitrators" in China.
Visit our Arbitration Asia website for insights from our thought leaders across Asia concerning arbitration and other alternative dispute resolution mechanisms, ranging from legal and case law developments to market updates and many more.
30 Jun 2022 | ChinaEstablishing and Disproving Insolvency – Golf Course Holding Company Avoids Winding Up Application
In Energy Resource Investment Pte Ltd v International Golf Resorts Pte Ltd [2022] SGHC 134, the Singapore High Court was faced with an application to wind up a company on the ground that the company was unable to pay its debts. The company in question was the ultimate holding company of Joondalup Resorts, a luxury golf resort in Australia.The Plaintiff had sought to wind up the company on the basis of three shareholder loans that it demanded payment on. The Defendant argued that two of the three loans in question were provided as capital and subject to a commercial understanding amongst the shareholders that would prevent the Plaintiff from unilaterally demanding payment of his loan. In relation to a third loan, the Defendant acknowledged this would be payable in future and it would have the means to pay this when due.
In its decision, the Court considered whether there was a triable issue in relation to the loans that were disputed and also whether the company had the means to make payment for the 2nd loan. The Court held in favour of the company, declining to order its winding up on the basis that the debts alleged to be owed were in fact disputed, and that Plaintiff had failed to establish the Defendant was insolvent and therefore unable to repay its loans.
The company was successfully represented by Vikram Nair, Foo Xian Fong, Glenna Liew, Mazie Tan and Ashwin Menon of Rajah & Tann Singapore LLP.
29 Jun 2022 | Singapore
The Notification on the Implementation of Labour Self Inspection Regime Via Automated System
On 27 May 2022, the Ministry of Labour and Vocational Training (MLVT) issued Notification No. 022/22 MLVT/NOTIF.DLI on the Implementation of Labour Self Inspection Regime via Automated System ("Notification") in accordance with the Labour Law and Prakas No. 358/21 MLVT/Pr.K.DLI on the Launching of the Labour Self Inspection Regime and Labour Inspection Via Automated System.
This Update highlights the obligations that the owners or directors of companies duly registered under the laws of the Kingdom of Cambodia and covered by the Labour Law should take note of pursuant to the Notification.
29 Jun 2022 | CambodiaSingapore's Regulatory Framework for Sovereign Green Bond Issuance - Key features of Singapore Green Bond Framework
Financing is critical to propel sustainable investments and projects. In this regard, the Monetary Authority of Singapore ("MAS") has developed the Green Finance Action Plan to promote financing for sustainable development. The Singapore Government announced that the public sector intends to issue up to S$35 billion of green bonds by 2030. Proceeds from the public sector green bonds will be used to finance expenditures in support of the Singapore Green Plan 2030, such as green infrastructure projects. The issuance of public sector green bonds is intended to jumpstart corporate green bond issuances, deepen market liquidity for green bonds, and attract green issuers, capital and investors.In the coming months, MAS (on behalf of the Singapore Government) will be issuing the first sovereign green bond under the Significant Infrastructure Government Loan Act 2021 ("SINGA"). Ahead of this, the Singapore Ministry of Finance published the Singapore Green Bond Framework ("Framework") on 9 June 2022 that sets out a regulatory and governance framework for green bond issuances by the Singapore Government under SINGA.
This Update outlines the salient features of this Framework, which sets out, among other things, how proceeds from green bonds issued may be used, how projects are evaluated and selected, how proceeds are managed, and requirements on post-issuance reporting on allocation of proceeds and impact on the environment. 29 Jun 2022 | Singapore
Notifications on Personal Data Protection
On 1 June 2022, the Personal Data Protection Act B.E. 2562 (2019) ("PDPA") became fully effective after a two-year long postponement of the effective date of key operative provisions.
On 20 June 2022, four Notifications of the Personal Data Protection Committee were published in the Government Gazette, clarifying the rules for implementation of the following provisions of the PDPA:
- The Notification of the Personal Data Protection Committee Re: An Exemption from the Records of Processing Activities of the Data Controller which is a Small Business B.E. 2565 (2022);
- The Notification of the Personal Data Protection Committee Re: Criteria and Procedures in Preparing and Maintaining Records of Personal Data Processing Activities for the Data Processor B.E. 2565 (2022);
- The Notification of the Personal Data Protection Committee Re: Security Measures of the Data Controller B.E. 2565 (2022); and
- The Notification of the Personal Data Protection Committee Re: Criteria on Determining an Order to Impose an Administrative Fine of the Expert Committee B.E. 2565 (2022).
This Update provides a summary of these Notifications.
29 Jun 2022 | ThailandScope of Duties in a Family Partnership – Court of Appeal Decides on Breach of Fiduciary Duties and Defence of Laches
There are certain fiduciary duties imposed on the partners of a partnership. Even in the context of a family partnership, where corporate governance practices may be conducted less formally, the courts have demonstrated that the same fiduciary duties continue to apply.In Ng Lim Lee v Lee Gin Hong [2022] SGCA 47, the Singapore Court of Appeal that the Appellant partner in a family partnership had breached his fiduciary duties by making use of the partnership's assets for his personal expenses, and rejected the defence of laches (which was based on an alleged delay in bringing the claim). In reaching its decision, the Court set out the applicable principles in the doctrine of laches.
The Respondent was successfully represented in this appeal by Harish Kumar and Marissa Zhao of Rajah & Tann Singapore LLP. 28 Jun 2022 | Singapore
Guidelines on Registration and Additional Approval for Trustee in CIS and Custodian in Securities Sector
On 30 March 2022, the Securities and Exchange Regulator of Cambodia (SERC) and the Trust Regulator jointlyissued a new set of Guidelines on Registration and Additional Approval for Trustee in Collective Investment Scheme and Custodian in Securities Sector ("Guidelines").
In this Update, we highlight the key features of the Guidelines.
24 Jun 2022 | CambodiaMOF Consults on 5 Proposed Amendments to GST Act
On 13 June 2022, the Ministry of Finance ("MOF") commenced a public consultation on five proposed amendments set out in the draft Goods and Services Tax (GST) (Amendment) Bill 2022. The five amendments arise from:- Measures announced in the 2022 Budget Statement (covered in our February 2022 Legal Update titled "Forward, Together: Singapore Budget 2022"), covering:
- The two hikes in GST rates on 1 January 2023 and 1 January 2024;
- The GST treatment of travel arranging services; and .
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A periodic review of Singapore's GST regime to improve GST administration and the clarity of existing legislation.
In this Update, we elaborate on the amendments.
24 Jun 2022 | Singapore
Deadline for Electronic System Operators is Set: 20 July 2022
The Minister of Communications and Information Technology recently clarified the deadline for the mandatory registration requirement that applies to electronic systems operators ("ES"). This deadline was first introduced in Minister of Communications and Information Technology ("Ministry") Regulation No. 5 of 2020, as amended by Minister of Communications and Information Technology Regulation No. 10 of 2021 ("Regulation") (click here to read our previous alert on the Regulation). At that time, however, the Ministry did not set a deadline. Now, with the issuance of the Circular Letter of the Minister of Communications and Information Technology No. 3 of 2022 on the Effective Date of Private ESO Registration ("Circular"), the Ministry has set a clear deadline of 20 July 2022.
23 Jun 2022 | IndonesiaPublic Consultation on 23 Proposed Amendments to Income Tax Act
On 8 June 2022, the Ministry of Finance ("MOF") announced a public consultation on 23 proposed amendments to the Income Tax Act 1947 ("ITA"). The amendments are set out in the draft Income Tax (Amendment) Bill ("Draft Bill"), and comprise:- Eight amendments to reflect tax measures announced in the 2022 Budget Statement, including:
- Enhancing the progressivity of personal income tax ("PIT") of tax-resident individual taxpayers, and aligning the tax rates of non-tax-resident individual taxpayers to the revised top marginal PIT rate for tax-resident individuals.
- Facilitating the disclosure of company-related information for official duties.
- 15 amendments arising from the periodic review of Singapore's tax system to revise existing policies, improve tax administration, and enhance the clarity of existing legislation, including:
- Providing expressly that the Comptroller of Income Tax ("Comptroller") has the power to extend filing deadlines in the ITA.
- Amending the definition of "local employee" under section 37O of the ITA to recognise central hiring and secondment arrangements under th e Mergers and Acquisitions (M&A) Scheme.
- Streamlining provisions on the Board of Review ("BOR") and adopting discretionary one-member coram approach for BOR hearings.
21 Jun 2022 | Singapore
GFIT Progresses in Developing a Green Taxonomy for Singapore and ASEAN to Facilitate Sustainable Financing
The Green Finance Industry Taskforce ("GFIT") proposed a Singapore Taxonomy for Singapore-based financial institutions ("FIs") with the key objective of encouraging more capital flows towards sustainable activities ("GFIT Taxonomy"). In GFIT’s first consultation paper issued in January 2021, GFIT consulted on the broad principles and approach for the GFIT Taxonomy (“2021 Consultation Paper”). GFIT introduced a traffic light approach to classify an economic activity as green, amber, or red, to differentiate an activity's contribution to one or more of the environmental objectives proposed by GFIT. The 2021 Consultation Paper also sought the views of FIs on, among other things, whether the GFIT Taxonomy would impose additional cost and compliance burden for them and whether businesses could cope with the disclosure requirements required under the GFIT Taxonomy.Following broad-based support for a Singapore Taxonomy, GFIT is now consulting on the second version of the GFIT Taxonomy that has incorporated feedback received on the 2021 Consultation Paper and considered other significant developments in the sustainability space. The second version of the GFIT Taxonomy is set out in GFIT's second consultation paper issued on 12 May 2022 ("2022 Consultation Paper").
This Update provides an overview of the key proposals being consulted on in the 2022 Consultation Paper and highlights the new/revised aspects in the second version of the GFIT Taxonomy.
20 Jun 2022 | Singapore
Content Code 2022 | Part 1: The Content Forum Publishes the Revamped Communications and Multimedia Content Code
The Malaysian Communications and Multimedia Content Code ("Content Code"), which was first introduced in September 2004, outlines procedures for self-regulation by setting out the governing standards and best practices for content dissemination within Malaysia. On 30 May 2022, a Third Edition of the Content Code ("Content Code 2022") was registered with MCMC and officially released. It contains a significant number of new amendments to the Second Edition of the Content Code, which was registered with MCMC and released on 14 February 2020.
In this Client Update, which is Part 1 of our series of updates on the Content Code 2022, we offer a brief introduction to the Content Code 2022, where we set out the key changes that have been finalised and incorporated into the new code.
16 Jun 2022 | MalaysiaContent Code 2022 | Part 1: The Content Forum Publishes the Revamped Communications and Multimedia Content Code
The Malaysian Communications and Multimedia Content Code ("Content Code"), which was first introduced in September 2004, outlines procedures for self-regulation by setting out the governing standards and best practices for content dissemination within Malaysia. On 30 May 2022, a Third Edition of the Content Code ("Content Code 2022") was registered with MCMC and officially released. It contains a significant number of new amendments to the Second Edition of the Content Code, which was registered with MCMC and released on 14 February 2020.
In this Client Update, which is Part 1 of our series of updates on the Content Code 2022, we offer a brief introduction to the Content Code 2022, where we set out the key changes that have been finalised and incorporated into the new code.
16 Jun 2022 | MalaysiaConsumers to Have Right to Withdraw from Contract During Cooling-Off Period under New Prakas
On 11 April 2022, the Ministry of Commerce (MOC) issued Prakas No. 0113 on Cooling-off Period ("Prakas") that sets out the legal framework that offers consumers the unilateral right to withdraw from a contract for the sale of goods or supply of services during the cooling-off period.
The Prakas applies to all distance and door-to-door sales of goods and/or services in Cambodia. Distance sales refers to indirect sale-purchase transactions conducted without the face-to-face presence of the parties where the consumer does not have an opportunity to inspect the goods and/or services. Door-to-door sales refers to sale-purchase transactions where the businessperson sells the goods and/or services at the consumers’ location or public places that are not the location of the businessperson.
The Prakas will be implemented within six months after the date of its issuance by the National Commission for Consumer Protection (NCCP) with the Consumer Protection Competition and Fraud Repression Directorate-General (CCF) as its arm.
In this Update, we briefly highlight some key aspects of the Prakas.
15 Jun 2022 | CambodiaOverview of the Procurement Guidelines for Indonesia's New Capital City
As part of the relocation of Indonesia's capital city from DKI Jakarta to Nusantara, President Joko Widodo has issued Presidential Regulation No. 62 of 2022 on the Authorities of the Capital City of Nusantara. This Regulation mandates, among others, the procurement of infrastructure and other goods/services relating to the preparation, construction, and relocation of the capital city.
On 18 May 2022, the government, specifically the National Public Procurement Agency (Lembaga Kebijakan Pengadaan Pemerintah or "LKPP"), followed up this Presidential Regulation by issuing LKPP Regulation No. 5 of 2022 on the Guidelines for the Specific Provision of Infrastructure and Other Procurement of Goods/Services for the Preparation, Construction, and Relocation of the State’s Capital as well as the Administration of Special Regional Government of the Nusantara Capital City ("LKPP Regulation 5/2022").
08 Jun 2022 | IndonesiaSGX RegCo's Expectations on Issuers to Ensure Effective Shareholders' Engagement at General Meetings
On 23 May 2022, the Singapore Exchange Regulation ("SGX RegCo") issued a Regulator's Column setting out its expectations relating to the conduct of general meetings ("GMs") of issuers listed on the Singapore Exchange Securities Trading Limited ("SGX-ST") to ensure that issuers engage shareholders effectively at the GMs ("May 2022 Regulator's Column"). SGX RegCo also updated the "FAQs on The Holding of General Meetings" (23 May 2022) ("FAQs") to clarify its expectations set out in the earlier "Guidance on the Conduct of General Meetings Amid Evolving COVID-19 Situation". The FAQs apply to all SGX-ST listed issuers ("Listed Issuers"), including business trusts (BTs) and real estate investment trusts (REITs).Amid the COVID-19 pandemic in the past two years, many Listed Issuers have conducted their GMs virtually following legislation that was enacted to enable and facilitate that. With Singapore relaxing its safe measurement measures, Listed Issuers may resume conducting their GMs physically. SGX RegCo states that Listed Issuers continue to have the option to hold GMs virtually or in a hybrid format. Regardless of the format GMs are conducted in, Listed Issuers must, among others, ensure that shareholders are provided with the necessary information to make informed decisions, be able to fully participate and exercise their voting rights at GMs.
This Update highlights certain key takeaways from SGX RegCo's May 2022 Regulator's Column and the updated FAQs on what SGX RegCo expects of Listed Issuers to ensure effective shareholder engagement at GMs conducted physically, virtually or in hybrid format. Listed Issuers holding their annual general meetings for financial years ending 30 June 2022 or after must conform with these expectations. Listed Issuers holding any other GMs on or after 1 October 2022 to seek shareholder approval for corporate transactions must also take into account these expectations. Listed Issuers are advised to carefully review SGX RegCo's expectations and put in place the necessary arrangements. 06 Jun 2022 | Singapore