Legal Updates

Public Consultation on Proposed Amendments to Competition Act 2010 - Introduction of Merger Controls in Malaysia

On 25 April 2022, the Malaysia Competition Commission ("MyCC") issued for public consultation, salient points of its proposed amendments to the Competition Act 2010 ("Competition Act"). The proposed amendments aim not only to strengthen MyCC’s investigative and enforcement powers, but also to establish an economy-wide merger control regime in Malaysia.

Currently, mergers and acquisitions ("M&As") are regulated only in the aviation and telecommunications sectors by their respective regulators, the Malaysian Aviation Commission (MAVCOM) and the Malaysian Communications and Multimedia Commission (MCMC), respectively. Businesses and their advisers (including lawyers and investment bankers) will need to ensure that their M&A transactions are afforded proper competition scrutiny, and comply with the Competition Act once the proposed amendments are in force. It is highly possible that the remainder of 2022 and H1 2023 will see a rush by parties contemplating or in the midst of negotiating large M&A transactions, to complete the same to avoid MyCC’s purview over their transactions as the proposed introduction of merger controls is expected to take place in Q4 of 2023.

This Update provides the key highlights of the proposed changes.

Licensing Framework for Cybersecurity Service Providers Comes into Operation

First Ruling After High Court's Endorsement of New Sentencing Framework for GST Evasion Offences

Insider Trading – What Directors of Public Listed Companies Need to Know (Part 2)

Insider trading has received increased regulatory scrutiny in the Malaysian market over the past decade, posing several important questions for those who are privy to confidential information.

In our previous Legal Update titled "Insider Trading – What Directors of Public Listed Companies Need to Know (Part 1)", we looked at what exactly is insider trading, determining materiality in the context of insider trading, as well as the interface between the Capital Markets and Services Act 2007 (CMSA) and Bursa Malaysia’s Main Market Listing Requirements ("Bursa's Listing Requirements"). In this Legal Update, we will delve into: (i) considerations that directors need to take into account in the event they do not trade but procure another person, whether directly or indirectly, to buy or sell securities when the directors are in possession of inside information; (ii) closed periods as defined by Bursa's Listing Requirements; and (iii) actions that can be taken by Malaysian regulatory authorities in the event of a breach of insider trading prohibitions.

New Mediation Scheme to Help Resolve Disputes with Telco and Media Service Providers

Thai Arbitration Institute Introduces New Expedited Procedure

The Thai Arbitration Institute ("TAI") is one of the most prominent arbitral institutions in Thailand. On 1 October 2021, amendments to its arbitration rules came into effect, providing for an expedited arbitration procedure ("expedited procedure") in circumstances where: 

1. the parties to the dispute mutually agree to use the expedited procedure; or
2. where the relevant arbitration agreement has been entered into after 30 September 2021 – the amount in dispute does not exceed Baht 5 million, and one of the parties to the dispute files a request to use the expedited procedure.

In this Update, we discuss and comment on the key features of the expedited procedure, namely (i) appointing a sole arbitrator; (ii) allowing for documents-only arbitrations; and (iii) shortening the timeframes for the close of proceedings and the issuing of the award. 

Visit Arbitration Asia 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.

New Prakas on Unfair Contract Clause for Consumer Protection and Fair Competition

In furtherance of ensuring consumer protection and the promotion of fair competition under the Law on Consumer Protection, the Ministry of Commerce issued Prakas No. 0067 P.N.A.KBB.PRK on Unfair Contract Clause ("Prakas") on 1 March 2022. It will be implemented within six months after the date of its issuance. 

The Prakas sets out the requirements for standard form contracts and the penalties for non-compliance with these requirements. The Prakas applies to all types of standard form contracts for the provision of goods and/or services to the consumer in Cambodia, which is defined under the Law on Consumer Protection as a person who acquires goods or services for personal, domestic or household use, and not for re-sell or for commercial purposes. 

In this Update, we briefly highlight some key aspects covered under the Prakas.

The Patents (Amendment) Act 2022

The Patents (Amendment) Bill 2021 was passed by the House of Representatives (Dewan Rakyat) and the Senate (Dewan Negara) in December 2021 to introduce substantial amendments to the Patents Act 1983. To effect these amendments, the Patents (Amendment) Act 2022 ("Amendment Act") was gazetted on 16 March 2022 and has recently come into operation on 18 March 2022. 

The Amendment Act was introduced to ensure that the country’s patent laws are in line with the current developments on patent protection in accordance with international standards. The amendments are necessary to afford better protection and satisfy the needs of the patent community, trade and interested parties. 

This Update provides the key changes introduced by the Amendment Act.

新加坡家族办公室税收优惠计划即将发生的变化

1. 在新加坡注册成立并以新加坡为住所地的公司，由新加坡的基金经理管理的基金所产生的收入（之前称为13R税收优惠计划）；及
2. 由新加坡的基金经理管理的基金所产生的收入（之前称为13X税收优惠计划）。

Providing Digital Payment Tokens in Singapore: Regulatory Issues to Consider

New Law Amending the Investment Law, Corporate Law, and Seven Other Laws to Take Effect on 1 March 2022

On 11 January 2022, the National Assembly of Vietnam issued Law No. 03/2022/QH15 (“Law 03/2022”) amending and supplementing several articles of the Law on Public Investment; Law on Public – Private Partnership; Law on Investment; Law on Housing; Law on Bidding; Law on Electricity; Law on Excise Tax; and Law on Enforcement of Civil Judgements. Law 03/2022 took effect from 1 March 2022.

Decree Revising Legal Provisions and Regulations on Real Estate Trading Activities Took Effect on 1 March 2022

On 06 January 2022, the Government issued Decree No. 02/2022/ND-CP ("Decree 02/2022") amending certain articles of the Law on Real Estate Business No. 66/2014/QH13 dated 25 November 2014. Decree 02/2022 replaces Decree 76/2015/ND-CP, and takes effect from 1 March 2022.

New Law Amending the Law on Investment, Law on Enterprises, and Seven Other Laws Takes Effect on 1 March 2022

On 11 January 2022, the National Assembly of Vietnam issued Law No. 03/2022/QH15 ("Law 03/2022") amending and supplementing these laws: (i) Law on Public Investment; (ii) Law on Public – Private Partnership; (iii) Law on Investment; (iv) Law on Housing; (v) Law on Bidding; (vi) Law on Electricity; (vii) Law on Enterprises; (viii) Law on Excise Tax; and (ix) Law on Enforcement of Civil Judgements. Law 03/2022 takes effect on 1 March 2022.

Decree Revising Legal Provisions and Regulations on Real Estate Trading Activities Takes Effect on 1 March 2022

On 6 January 2022, the Government issued Decree No. 02/2022/ND-CP ("Decree 02/2022") amending certain articles of the Law on Real Estate Business No. 66/2014/QH13 dated 25 November 2014 ("Law on Real Estate Business"). Decree 02/2022, which replaces Decree 76/2015/ND-CP ("Decree 76/2015"), takes effect from 1 March 2022.

Instruction on the Procedures for Applying for a Lao PDR Entry-Exit Permit during COVID-19 Pandemic

On 17 March 2022, the Ministry of Foreign Affairs ("MOFA") issued Instruction No. 2143/MOFA.TFC on the Procedure for Applying for a Lao PDR Entry-Exit Permit during COVID-19 Pandemic  ("Instruction"). The Instruction replaces Instruction No.4881/MOFA.TFC dated 31 December 2021.  

Individuals wishing to enter into or depart from Lao PDR must comply with the procedures and measures set out in the Instruction. Among other things, individuals wishing to travel to Lao PDR must have with them certificates of COVID-19 vaccination and tested negative in an RT-PCR test taken within 72 hours prior to their entry into Lao PDR.  They must also register for a  Lao Green Pass with a  QR code via this link: laogreenpass.gov.la. Specific requirements apply to various types of travellers such as diplomats and representatives of international organisations, investors and technical officers involved in businesses in Lao PDR, returning Lao citizens, and returning spouses of Lao citizens.

Impending Changes to Tax Incentive Schemes for Family Offices

1. income of a company incorporated and resident in Singapore that arises from funds managed by a fund manager in Singapore (previously known as the Section 13R scheme); and
2. income arising from funds managed by a fund manager in Singapore (previously known as the Section 13X scheme).

COVID-19 and the Journey to Recovery - Exploring the Legal and Practical Issues in the Transport of Vaccines

1. Transportation requirements for selected vaccines;
2. Practical issues in the various stages of the transport of vaccines;
3. International guidelines or standards governing the transport of vaccines; and
4. Contractual issues which may arise in the transportation process.

COVID-19 and the Journey to Recovery - Exploring the Legal and Practical Issues in the Transport of Vaccines

In recent times, the COVID-19 pandemic has been the unifying and defining experience of the international community. The global journey appears now to be entering smoother waters, with countries headed more confidently towards stabilisation and recovery. One of the key components of the recovery plans being adopted by most countries is a concerted drive to provide vaccinations for their citizens and residents. As such, it should be expected that vaccines will continue to be in high demand across the globe.

The distribution of vaccines remains a profound challenge in the continued fight against COVID-19. How are they being transported? What are the transport requirements of specific vaccines? What are the relevant regulatory and contractual issues that may arise in the transport of vaccines? These are the questions that are of particular relevance to members of the shipping and transport industry, against the backdrop of still fraught supply chains, globally. The transport of vaccines is further complicated by the fact that most vaccines must be stored at very low temperatures, require deft handling, and have limited shelf-life. This not only requires transporters and handlers to be well-versed in cold-chain logistics, it also calls for close cooperation and coordination between those involved at the different stages of the distribution journey.

In this article, we take a look at these issues, particularly from the perspective of the Southeast Asian region from which we have invited invaluable input from the Rajah & Tann Asia network member law practices. The article explores the following: 

1. Transportation requirements for selected vaccines;
2. Practical issues in the various stages of the transport of vaccines;
3. International guidelines or standards governing the transport of vaccines; and
4. Contractual issues which may arise in the transportation process.

Two New Tax Frameworks to Strengthen Corporate Governance, Tax Compliance

COVID-19 and the Journey to Recovery - Exploring the Legal and Practical Issues in the Transport of Vaccines

In recent times, the COVID-19 pandemic has been the unifying and defining experience of the international community. The global journey appears now to be entering smoother waters, with countries headed more confidently towards stabilisation and recovery. One of the key components of the recovery plans being adopted by most countries is a concerted drive to provide vaccinations for their citizens and residents. As such, it should be expected that vaccines will continue to be in high demand across the globe.

The distribution of vaccines remains a profound challenge in the continued fight against COVID-19. How are they being transported? What are the transport requirements of specific vaccines? What are the relevant regulatory and contractual issues that may arise in the transport of vaccines? These are the questions that are of particular relevance to members of the shipping and transport industry, against the backdrop of still fraught supply chains, globally. The transport of vaccines is further complicated by the fact that most vaccines must be stored at very low temperatures, require deft handling, and have limited shelf-life. This not only requires transporters and handlers to be well-versed in cold-chain logistics, it also calls for close cooperation and coordination between those involved at the different stages of the distribution journey.

In this article, we take a look at these issues, particularly from the perspective of the Southeast Asian region from which we have invited invaluable input from the Rajah & Tann Asia network member law practices. The article explores the following: 

1. Transportation requirements for selected vaccines;
2. Practical issues in the various stages of the transport of vaccines;
3. International guidelines or standards governing the transport of vaccines; and
4. Contractual issues which may arise in the transportation process.

Singapore Parliament Passes Bill to Regulate Certain Digital Token Service Providers, Harmonise and Enhance MAS Regulatory Power over FIs

1. Regulation of certain digital token service providers created in Singapore for anti-money laundering and countering of financing of terrorism purposes;
2. Harmonised power to impose technology risk management requirements on financial institutions and increased maximum penalty for breaches of such requirements;
3. Harmonised and expanded power to issue prohibition orders; and
4. Statutory protection from liability for mediators, adjudicators and employees of an operator of an approved dispute resolution scheme.

全新的新加坡《法庭规则2021》有何亮点？

Back to Business as Usual as KPPU Reverts to the Original Notification Deadline and Reaffirms the Competition Compliance Program

On 6 April 2022, the Indonesian Competition Commission (“KPPU”) published two new regulations. The first Regulation revokes the relaxation introduced at the height of the pandemic, including reverting the deadline to file a post-closing notification to the KPPU from 60 business days to 30 business days from the effective date. The second Regulation specifies further details on the Competition Compliance Program (Program Kepatuhan Persaingan Usaha).

New Guidelines on Unfair Trade Practices

The unfair trade practices language in Section 57 of Thailand's Trade Competition Act B.E. 2560 (2017) (the "Act") serves as a catch-all provision prohibiting practices which are unfair and cause damage to other business operators, regardless of whether the business operator is market dominant or not. With effect from 19 February 2022, the Trade Competition Commission has issued a new notification prescribing guidelines on the consideration of unfair trade practices in respect of acts causing damage to other business operators ("Guidelines"), repealing and replacing a 2018 notification. 

Business operators should be mindful of risk areas under Section 57 of the Act as they may be unaware of the Act's application to non-dominant operators. The Guidelines provide some guidance in this regard, as well as guidance on steps which can be taken to review the defensibility of business practices such as trade programs. This Update highlights some of the key elements of the Guidelines.

Review of Sustainability Reporting Requirements Under the Main Market and ACE Market Listing Requirements

Since the onset of the COVID-19 pandemic, the imperative for greater compliance with Environmental, Social and Governance ("ESG") standards has accelerated through societies across the globe. Investors, public interest groups and governments around the world are calling for higher ESG standards among businesses, demonstrating a trend that is clearly on the uptick. The COP26 meeting which was held in Glasgow last November has witnessed greater commitment by member countries to reduce greenhouse gas emissions. In line with this, Malaysia, as part of its pledge to global standards, presented its updated Nationally Determined Contributions (NDCs) on climate ambition to reduce economy-wide carbon intensity (against GDP) by 45% by 2030^[1]. These commitments translate into a need for higher quality of information to be provided by companies to the public on the steps they are taking in addressing sustainability risks and opportunities. At the same time, the impact of climate change on businesses also requires a data-driven approach to ensure that companies themselves have the resilience to manage these risks. 

In 2015, Bursa Malaysia introduced its sustainability reporting framework which became applicable for annual reports issued for financial years ending on or after 31 December 2016. The approach at the time was premised on the fact that companies may be at varying levels of understanding and that preparation of the Sustainability Statement required under Practice Note 9 of Bursa’s Main Market Listing Requirements can be challenging for early reporters and smaller listed issuers. However, fast forward some six years, the market regulator is cognisant that a more standardised approach with quantitative reporting metrics will provide a sound basis for comparative analysis on a company’s material ESG risks. Moreover, as many Malaysian companies, including those which are listed, are part of the global supply chain, there is mounting pressure on companies to adhere to international standards in terms of ESG compliance. 

Bearing this in mind, Bursa Malaysia, on 23 March 2022, issued a Consultation Paper containing seven main proposals on sustainability reporting and seeking the views of the public on the proposed amendments to the Main Market Listing Requirements and the ACE Market Listing Requirements. The proposals in summary are set out in this article. 

[1]Interview with COP26 lead delegate Datuk Seri Zaini Ujang, Secretary General of the Ministry of Environment and Water (KASA), reported in the Edge Malaysia, 22 November 2022, “After COP 26, Malaysia’s Road Forward”.

Disagreement Over Relocation of Club Facilities: Court Upholds Decision to Restrict Award to Nominal Damages