Legal Updates for Nov - 2021
CGCC Prakas: Issuance, Transfer and Renewal of Licences for Casinos and Luck-Based Games Operations
On 21 October 2021, the Commercial Gambling Management Commission of Cambodia ("CGCC") issued Prakas No. 002 on Procedures, Formalities and Conditions for the Issuance, Transfer and Renewal of Licenses for Casinos and Luck-Based Games ("Prakas").
The Prakas aims to ensure the effectiveness, transparency, accountability and good order of casino and luck-based game operations. It covers the operations of integrated resorts, casinos, and luck-based games in Cambodia.
This Update highlights the key licensing requirements under the Prakas.
30 Nov 2021 | CambodiaNew Guideline on Credit Terms for SMEs
A new guideline on the use of "fair" credit terms between business operators and small and medium enterprises (SMEs) will take effect on 16 December 2021. For trading, manufacturing and services businesses, the credit terms must not exceed 45 days unless a shorter term has already been agreed. For trading, manufacturing and services businesses only related to agricultural products or processed agricultural products using a non-complicated manufacturing process, the credit terms must not exceed 30 days unless a shorter term has already been agreed.
The guidelines also provide some room to fix credit terms different from the abovementioned terms if there is a reasonable basis on which to do so for business, marketing or economic reasons. In this Update, we explain the rationale behind the issuance of these guidelines and their intended scope.
30 Nov 2021 | ThailandNew Decree Amending and Supplementing Regulations on Cross-border Advertising
On 20 July 2021, the Government issued Decree No. 70/2021/ND-CP ("Decree 70") amending and supplementing several articles of Decree No. 181/2013/ND-CP implementing the Law on Advertising (“Decree 181”). Decree 70 took effect on 15 September 2021. Broadly, Decree 70 modifies the regulations governing cross-border advertising to keep pace with the development of the advertising market and ensure equality between domestic and foreign enterprises in the advertising industry.
This Update provides the key features of Decree.
30 Nov 2021 | VietnamMAS Revises Corporate Governance Guidelines for Singapore-Incorporated Banks & Insurers
On 9 November 2021, the Monetary Authority of Singapore ("MAS") published revised Guidelines on Corporate Governance ("2021 CG Guidelines") for financial holding companies, banks and insurers incorporated in Singapore (collectively, "FIs").This follows an earlier MAS consultation in May 2021. The CG Guidelines provide guidance on best good practices on corporate governance that FIs should observe. It comprises the Principles and Provisions of the Code of Corporate Governance 2018 ("CG Code") which apply to companies listed on the Singapore Exchange Securities Trading Limited ("SGX-ST") as well as additional guidelines prescribed by MAS having regard to the unique characteristics of the businesses of banks and insurers.
Singapore-incorporated banks and insurers which are listed on SGX-ST are already required to comply with the Principles of the CG Code. Among other changes set out in the 2021 CG Guidelines, Singapore-incorporated banks, Tier 1 insurers and designated financial holding companies that own a Singapore-incorporated bank or Tier 1 insurer are now expected to observe most of the Principles of the CG Code even though they are not listed on SGX-ST. Tier 2 insurers and other designated financial holding companies are also expected to observe the Principles or explain any variance in their annual reports or on their company websites.
This Update highlights the main revisions in the 2021 CG Guidelines.
29 Nov 2021 | Singapore
Arbitration and Anti-Suit Injunctions: Singapore Court Issues Landmark Decision on the Proper Law for Determining Subject Matter Arbitrability
When a claim is filed in Court in breach of an arbitration agreement, the defendant's key recourse is to seek an anti-suit injunction at the national courts of the seat of the arbitration to restrain the counterparty. Such applications are usually heavily contested as the counterparty would invariably raise various defences as to why the court action should proceed. If the claimant's position is that the dispute is not arbitrable, how should the Court consider such an argument? Should the Court consider the issue of arbitrability under the law governing the arbitration agreement or the law of the seat of arbitration?In Westbridge Ventures II Investment Holdings v Anupam Mittal [2021] SGHC 244, the Singapore High Court was faced with the exact issue above. The decision is novel as this is the first time that the Singapore Courts or the Courts of the Commonwealth jurisdictions have decided this issue. In this Update, we highlight the key points of the Court's judgment. 25 Nov 2021 | Singapore
New Regulations for Commercial Gaming: (1) Establishment of Cambodia’s Gaming Regulator and (2) Minimum Capital Requirement for Casino Operation
Following the promulgation of the Law on the Management of Commercial Gaming in November 2020, the Royal Government of Cambodia issued on 26 August 2021 the following sub-decrees:
1. Sub-Decree No. 165 on Organization and Functioning of Commercial Gambling Management Commission of Cambodia ("Sub-Decree No. 165"); and
2. Sub-Decree No. 166 on the Minimum Capital Requirement for Casino Operation ("Sub-Decree No. 166").
Sub-Decree No. 165 sets out the roles and duties of the Commercial Gambling Management Commission of Cambodia, the governmental body tasked with regulating commercial gaming in the country, while Sub-Decree No. 166 sets out the minimum capital requirements for new and existing casino operators in Cambodia. This Update provides the key features of the sub-decrees.
24 Nov 2021 | CambodiaRegional Guide on Fraud and Asset Tracing Litigation
The nature of fraud and asset tracing has becoming increasingly complex in light of globalisation and the almost seamless interconnectivity of the world's financial systems. The proceeds of fraud can now be dissipated in an instant across various jurisdictions, potentially frustrating any attempts at recovery whether via civil proceedings or by relying on the relevant government enforcement agencies. To increase the chances of recovery, it is important that fraudster(s) are quickly identified, with steps taken to trace any stolen assets in order to ascertain their location, after which the relevant applications should be filed to have them frozen to prevent further dissipation.
This publication serves as a guide to highlight:
(a) the similarities and differences in general framework between ASEAN jurisdictions in respect of fraud and asset tracing litigation;
(b) the options available to a fraud victim to identify the fraudster(s) and/or trace stolen assets;
(c) upon identification of the fraudster(s) and/or ascertaining the location of stolen assets, the mechanisms available to freeze such assets to prevent further dissipation; and
(d) the considerations to be taken into account when deciding on the appropriate jurisdiction to pursue recovery of any stolen assets, and the various courses of action that may be taken against the fraudster(s).
23 Nov 2021 | CambodiaRegional Guide on Fraud and Asset Tracing Litigation
The nature of fraud and asset tracing has becoming increasingly complex in light of globalisation and the almost seamless interconnectivity of the world's financial systems. The proceeds of fraud can now be dissipated in an instant across various jurisdictions, potentially frustrating any attempts at recovery whether via civil proceedings or by relying on the relevant government enforcement agencies. To increase the chances of recovery, it is important that fraudster(s) are quickly identified, with steps taken to trace any stolen assets in order to ascertain their location, after which the relevant applications should be filed to have them frozen to prevent further dissipation.
This publication serves as a guide to highlight:
(a) the similarities and differences in general framework between ASEAN jurisdictions in respect of fraud and asset tracing litigation;
(b) the options available to a fraud victim to identify the fraudster(s) and/or trace stolen assets;
(c) upon identification of the fraudster(s) and/or ascertaining the location of stolen assets, the mechanisms available to freeze such assets to prevent further dissipation; and
(d) the considerations to be taken into account when deciding on the appropriate jurisdiction to pursue recovery of any stolen assets, and the various courses of action that may be taken against the fraudster(s).
23 Nov 2021 | MalaysiaRegional Guide on Fraud and Asset Tracing Litigation
The nature of fraud and asset tracing has becoming increasingly complex in light of globalisation and the almost seamless interconnectivity of the world's financial systems. The proceeds of fraud can now be dissipated in an instant across various jurisdictions, potentially frustrating any attempts at recovery whether via civil proceedings or by relying on the relevant government enforcement agencies. To increase the chances of recovery, it is important that fraudster(s) are quickly identified, with steps taken to trace any stolen assets in order to ascertain their location, after which the relevant applications should be filed to have them frozen to prevent further dissipation.This publication serves as a guide to highlight:
- the similarities and differences in general framework between ASEAN jurisdictions in respect of fraud and asset tracing litigation;
- the options available to a fraud victim to identify the fraudster(s) and/or trace stolen assets;
- upon identification of the fraudster(s) and/or ascertaining the location of stolen assets, the mechanisms available to freeze such assets to prevent further dissipation; and
- the considerations to be taken into account when deciding on the appropriate jurisdiction to pursue recovery of any stolen assets, and the various courses of action that may be taken against the fraudster(s).
Singapore Court Sets Out When Contracts May Be Rectified for Unilateral Mistake
The provisions of a written contract may not always reflect the actual contractual intention of the parties. In certain situations, the Court may order the rectification of contractual terms to reflect such intention. In the case of Doo Wan Tsong Charles v Oxley Jasper Pte Ltd [2021] SGHC 249, the Singapore High Court considered when it would be appropriate to order the rectification of a contract in the event of unilateral mistake by a contracting party. In particular, the Court considered the kind of mistake for which rectification is available and the scope of rectification that is allowed.The Court rejected the Plaintiffs’ attempt to rectify certain contractual provisions in a sale and purchase agreement with the First Defendant. The First Defendant was successfully represented by Kelvin Poon, Devathas Satianathan, Cai Xiaohan and Jodi Siah of Rajah & Tann Singapore LLP.
22 Nov 2021 | Singapore
Highlights of the Employment (Amendment) Bill 2021
There has been great anticipation over the past few years on the proposed amendments to be made to the existing Employment Act 1955 ("Act") in Malaysia. The Employment (Amendment) Bill 2021 ("Bill") to amend the Act was tabled in Parliament for first reading on 25 October 2021.
Although the proposed changes set out in the Bill are less wide-ranging as previously envisaged, there are nonetheless notable proposed changes that may affect certain industries.
This Update provides a summary of the material proposed amendments.
19 Nov 2021 | MalaysiaSpecialised Case Management System for Complex Disputes: SICC Announces the Establishment of the Technology, Infrastructure and Construction List
On 8 November 2021, the Singapore International Commercial Court announced the establishment of a specialised Technology, Infrastructure and Construction List ("TIC List"), effective from 31 August 2021. The TIC List features specialist judges and provides for additional case management tools and techniques. The TIC List aims to deal with technically complex disputes, such as building and construction disputes, engineering disputes and technology-related disputes. In this Update, we highlight the key features of the TIC List and the relevant criteria for a case to be placed in the TIC List. 19 Nov 2021 | SingaporeBlock Exemption Order for Certain Liner Shipping Agreements Extended Three Years to 31 Dec 2024
Anticompetitive agreements are prohibited under section 34 of the Competition Act ("section 34 prohibition"). However, under recommendation by the Competition and Consumer Commission of Singapore, the Minister for Trade and Industry may order an exemption of certain types of agreements from the section 34 prohibition on the basis that a category of agreements fulfils the net economic benefit criteria, i.e. a block exemption. Currently, the only block exemption in Singapore is the Competition (Block Exemption for Liner Shipping Agreements) Order ("BEO") which exempts certain types of liner shipping agreements from the section 34 prohibition. First introduced in 2006, the BEO has been extended several times with various amendments lodged under it over time and was due to expire on 31 December 2021. The Competition (Block Exemption for Liner Shipping Agreements) (Amendment) Order 2021 extends the BEO for another three years, from 1 January 2022 to 31 December 2024, and amends the scope of liner shipping agreements covered thereunder. The extended duration of the BEO took effect from 15 November 2021 and the other amendments will take effect from 1 January 2022. This Update highlights the extension and other salient amendments to the BEO, such as the categories of liner shipping agreements covered and the cancellation of exemption. 17 Nov 2021 | SingaporeConditional Fee Agreements: A New Avenue for Legal Funding
Legal fees are often a major factor for parties considering pursuing legal proceedings. Even where their claim is meritorious, parties may find themselves unable to afford the costs required to vindicate their legal rights.For some foreign jurisdictions, one method of addressing this gap and enhancing access to justice is conditional fee agreements ("CFAs"). CFAs are a type of lawyer-client arrangement whereby a lawyer receives payment of the whole or part of his or her legal fees only in specified circumstances, for example where the claim is successful. Prospective litigants with strong claims are therefore better able to pursue their claims in court without being hindered by a lack of funds.
Thus far, CFAs have been prohibited under Singapore law. However, following a favourably received public consultation on a proposed framework for CFAs held in August 2019, the Legal Profession (Amendment) Bill ("Bill") was tabled for First Reading in Parliament on 1 November 2021. If passed, the Bill will create a framework to allow a statutory exception for CFAs for specific contentious proceedings.
While the exact categories of proceedings will be set out in future regulations, they are expected to include:
- international and domestic arbitration proceedings;
- certain proceedings in the Singapore International Commercial Court ("SICC"); and
- court and mediation proceedings related to the above.
16 Nov 2021 | Singapore
Standard Information Disclosure for Consumers
On 31 August 2021, the Ministry of Commerce issued Prakas No. 185 on Standard Information for Consumers ("Prakas No. 185") that sets out the minimum information required to be provided to consumers in commercial transactions.
This Update provides the key features of Prakas No. 185.
12 Nov 2021 | CambodiaLegislative Changes to Facilitate Transition to Low-Carbon Generation Sources Passed in Parliament
On 2 November 2021, the Energy (Resilience Measures and Miscellaneous Amendments) Bill ("Bill") was passed in Parliament. In line with the transition of Singapore's electricity generation to low-carbon generation sources, the Bill sets out amendments to the Energy Market Authority Act, the Electricity Act, and the Gas Act, to empower the Energy Market Authority to require electricity generation licensees to reduce the emission of greenhouse gases in the generation, transmission, import, export or supply of electricity. These changes may affect the emission standards that businesses in the energy industry are held to.This Update highlights the key features of the Bill. 12 Nov 2021 | Singapore
OJK Embraces Digital Bank with New Regulations
From 30 October 2021, digital banks in Indonesia will be regulated under two new regulations issued by the OJK, Indonesia’s Financial Services Authority. The two regulations, OJK Regulation No. 12/POJK.03/2021 on Commercial Banks (“Regulation 12”) and OJK Regulation No. 13/POJK.03/2021 on Administration of Commercial Bank Products (“Regulation 13”), revoke several regulations, including Bank Indonesia Regulation No. 11/1/PBI/2009, as amended by Bank Indonesia Regulation No. 13/27/PBI/2011 and OJK Regulation No. 6/POJK.03/2016, as amended by OJK Regulation No. 17/POJK.03/2018.
Regulation 12 and Regulation 13 signals the government’s wholehearted support in facilitating growth and innovation in the digital banking sector. The regulations govern establishment, activities, and reporting requirements, among others, which we will discuss in more detail below.
08 Nov 2021 | IndonesiaCourt of Appeal Clarifies When Conditions May Be Imposed for Stay of Court Proceedings in Favour of Arbitration
Whilst the Singapore Court is empowered to impose terms and conditions as it may think fit when ordering a stay of court proceedings in favour of arbitration, when will it do so? This question was answered by the Court of Appeal in The Navios Koyo [2021] SGCA 99 where it also considered whether the quantum of a potentially time-barred claim may be taken into consideration in assessing whether a waiver of a time bar defence should be imposed as a condition for the stay. In this Update, we summarise the Court of Appeal’s decision and highlight the key points of the judgment. 08 Nov 2021 | SingaporeImpending Legislative Changes to Enhance Transparency and Beneficial Ownership of Companies, Foreign Companies, and LLPs
In July 2021, the Ministry of Finance and the Accounting and Corporate Regulatory Authority ("ACRA") conducted a public consultation on proposed revisions to the Companies Act and the Limited Liability Partnerships Act to improve the transparency and beneficial ownership of companies and limited liability partnerships.The proposed revisions aim to mitigate misuse of corporate entities for illicit purposes, in line with the Financial Action Task Force's standards to combat money laundering, terrorism financing, and other threats to the financial system.
The consultation ended on 30 July 2021 and ACRA recently published responses to feedback received on the consultation. The proposed changes are set out in the draft Corporate Registers (Miscellaneous Amendments) Bill which was presented in Parliament on 1 November 2021 and is slated for second reading in January 2022.
In this Update, we outline the main proposed legislative amendments. 05 Nov 2021 | Singapore
Philippines Restricts Judicial Review of Construction Arbitral Awards
The Philippines' Construction Industry Arbitration Commission ("CIAC") exercises original and exclusive jurisdiction over disputes arising from, or connected with, contracts entered into by parties involved in construction in the Philippines. Previously, CIAC awards could be challenged on appeal on both questions of fact and law before the Court of Appeals, and thereafter the Supreme Court.
However, in Ross Systems International, Inc. ("RSII") v. Global Medical Center of Laguna, Inc. ("GMCLI") (G.R. No. 230119, May 11, 2021), the Supreme Court limited the scope of permitted judicial review of CIAC awards and amended the procedural course for appeals against these awards.
02 Nov 2021 | Philippines