Legal Updates

Legal Updates for Apr - 2023

Singapore Conducts World's First Live Electronic Transferable Record Cross-Border Trade

Ratification after Litigation?

• Can a principal ratify a contract (in this case, a loan agreement) when the alleged agent did not even purport to act on behalf of the principal?
• Can the principal ratify when it cannot show that it has performed the contract (in this case, a loan disbursement)?
• Where legal action has been commenced on a contract that has not yet been ratified, can ratification thereafter retrospectively remedy the cause of action and so provide legal basis for the action (the "Post-Action Ratification Issue")?

The Appellate Division answered all these three issues in the negative. The Post-Action Ratification Issue was an especially difficult question of law analysed by the Court. Ultimately, it accepted the appellants' (principal's) case on that issue and atypically endorsed a proposition of law derived from an American case.

Gregory Vijayendran SC, assisted by Lester Chua, Tomoyuki Ban, and Kevin Wong from Rajah & Tann Singapore LLP, was instructed Counsel for the successful appellant in the appeal.

Government Increases Additional Buyer's Stamp Duty Rates to Promote a Sustainable Property Market

New Law to Combat Online and Phone Scams – The Emergency Decree on Measures for Prevention and Suppression of Technological Crimes B.E. 2566 (2023)

Due to the increasing number of telephone and online scams, the Thai government has issued a new law to combat such crimes, as well as related money-laundering activities, namely, the Emergency Decree on Measures for Prevention and Suppression of Technological Crimes B.E. 2566 (2023) ("Technological Crime Decree"). The Technological Crime Decree became effective on 17 March 2023.

Decree on Personal Data Protection Issued

On 17 April 2023, the Government issued the long-awaited Decree 13/2023/ND-CP on personal data protection ("PDP Decree").

The PDP Decree represents the first consolidated data protection regulation in Vietnam, and introduces significant changes to the existing (fragmented) regulatory environment for data protection in the country. Many of the provisions and concepts introduced by the PDP Decree were influenced by the European General Data Protection Regulation (GDPR).

This Update summarises the key features of the PDP Decree. 

Regional Competition Bites Q1 2023

This Rajah & Tann Regional Competition Bites provides an overview of the key competition updates in South-east Asia during the period of January to March 2023.

A key macro trend across the region is the introduction of new merger regimes or enhancing existing regimes so as to capture a wider range of mergers. Cambodia has now introduced merger filing thresholds and mergers will have to be filed with the regulator come September 2023. Vietnam and Thailand have been reviewing an increasing number of mergers, with Vietnam seeking to review even foreign-to-foreign mergers. Indonesia has bucked the trend a little, providing a breather to businesses by shifting from a single nexus to a double nexus requirement, while Philippines has raised its notification thresholds. What these developments spell for businesses is that Southeast Asia is a region that can no longer be ignored from a merger control review perspective. Even in Singapore, which has a voluntary regime, the regulator takes the position that if thresholds are crossed, a notification is necessary.

Separately, fighting inflation and cost of living issues continue to be a focus area. Regulators in Indonesia, Thailand and Philippines have opened cartel investigations products involving daily essentials such as onions and chicken eggs, while the Malaysian regulator is working closely to support the Ministry of Domestic Trade and Cost of Living in tackling these issues.

Another key area where focus continues is in all things data, digital, and e-commerce. Several of the regulators have reiterated that this is an area of priority, and with some opening investigations in the area. Tech is also important for the regulators as they look to enhance their internal capabilities to handle more complex mergers and investigations.

On regulators, the Vietnam Competition Commission ("VCC") has finally been properly constituted and empowered to take enforcement action. VCC is now responsible for all competition matters, ranging from investigations to enforcement and merger control. We expect stronger competition law enforcement and quicker review of merger cases in Vietnam moving forward.

Developments in the region remain dynamic and the Rajah & Tann Asia Team is very much in the thick of many of the developments and on-going matters. Please reach out to us if you wish to further discuss these developments. 

Regional Competition Bites Q1 2023

This Rajah & Tann Regional Competition Bites provides an overview of the key competition updates in South-east Asia during the period of January to March 2023.

A key macro trend across the region is the introduction of new merger regimes or enhancing existing regimes so as to capture a wider range of mergers. Cambodia has now introduced merger filing thresholds and mergers will have to be filed with the regulator come September 2023. Vietnam and Thailand have been reviewing an increasing number of mergers, with Vietnam seeking to review even foreign-to-foreign mergers. Indonesia has bucked the trend a little, providing a breather to businesses by shifting from a single nexus to a double nexus requirement, while Philippines has raised its notification thresholds. What these developments spell for businesses is that Southeast Asia is a region that can no longer be ignored from a merger control review perspective. Even in Singapore, which has a voluntary regime, the regulator takes the position that if thresholds are crossed, a notification is necessary.

Separately, fighting inflation and cost of living issues continue to be a focus area. Regulators in Indonesia, Thailand and Philippines have opened cartel investigations products involving daily essentials such as onions and chicken eggs, while the Malaysian regulator is working closely to support the Ministry of Domestic Trade and Cost of Living in tackling these issues.

Another key area where focus continues is in all things data, digital, and e-commerce. Several of the regulators have reiterated that this is an area of priority, and with some opening investigations in the area. Tech is also important for the regulators as they look to enhance their internal capabilities to handle more complex mergers and investigations.

On regulators, the Vietnam Competition Commission ("VCC") has finally been properly constituted and empowered to take enforcement action. VCC is now responsible for all competition matters, ranging from investigations to enforcement and merger control. We expect stronger competition law enforcement and quicker review of merger cases in Vietnam moving forward.

Developments in the region remain dynamic and the Rajah & Tann Asia Team is very much in the thick of many of the developments and on-going matters. Please reach out to us if you wish to further discuss these developments. 

Regional Competition Bites Q1 2023

This Rajah & Tann Regional Competition Bites provides an overview of the key competition updates in South-east Asia during the period of January to March 2023.

A key macro trend across the region is the introduction of new merger regimes or enhancing existing regimes so as to capture a wider range of mergers. Cambodia has now introduced merger filing thresholds and mergers will have to be filed with the regulator come September 2023. Vietnam and Thailand have been reviewing an increasing number of mergers, with Vietnam seeking to review even foreign-to-foreign mergers. Indonesia has bucked the trend a little, providing a breather to businesses by shifting from a single nexus to a double nexus requirement, while Philippines has raised its notification thresholds. What these developments spell for businesses is that Southeast Asia is a region that can no longer be ignored from a merger control review perspective. Even in Singapore, which has a voluntary regime, the regulator takes the position that if thresholds are crossed, a notification is necessary.

Separately, fighting inflation and cost of living issues continue to be a focus area. Regulators in Indonesia, Thailand and Philippines have opened cartel investigations products involving daily essentials such as onions and chicken eggs, while the Malaysian regulator is working closely to support the Ministry of Domestic Trade and Cost of Living in tackling these issues.

Another key area where focus continues is in all things data, digital, and e-commerce. Several of the regulators have reiterated that this is an area of priority, and with some opening investigations in the area. Tech is also important for the regulators as they look to enhance their internal capabilities to handle more complex mergers and investigations.

On regulators, the Vietnam Competition Commission ("VCC") has finally been properly constituted and empowered to take enforcement action. VCC is now responsible for all competition matters, ranging from investigations to enforcement and merger control. We expect stronger competition law enforcement and quicker review of merger cases in Vietnam moving forward.

Developments in the region remain dynamic and the Rajah & Tann Asia Team is very much in the thick of many of the developments and on-going matters. Please reach out to us if you wish to further discuss these developments. 

Regional Competition Bites Q1 2023

This Rajah & Tann Regional Competition Bites provides an overview of the key competition updates in South-east Asia during the period of January to March 2023.

A key macro trend across the region is the introduction of new merger regimes or enhancing existing regimes so as to capture a wider range of mergers. Cambodia has now introduced merger filing thresholds and mergers will have to be filed with the regulator come September 2023. Vietnam and Thailand have been reviewing an increasing number of mergers, with Vietnam seeking to review even foreign-to-foreign mergers. Indonesia has bucked the trend a little, providing a breather to businesses by shifting from a single nexus to a double nexus requirement, while Philippines has raised its notification thresholds. What these developments spell for businesses is that Southeast Asia is a region that can no longer be ignored from a merger control review perspective. Even in Singapore, which has a voluntary regime, the regulator takes the position that if thresholds are crossed, a notification is necessary.

Separately, fighting inflation and cost of living issues continue to be a focus area. Regulators in Indonesia, Thailand and Philippines have opened cartel investigations products involving daily essentials such as onions and chicken eggs, while the Malaysian regulator is working closely to support the Ministry of Domestic Trade and Cost of Living in tackling these issues.

Another key area where focus continues is in all things data, digital, and e-commerce. Several of the regulators have reiterated that this is an area of priority, and with some opening investigations in the area. Tech is also important for the regulators as they look to enhance their internal capabilities to handle more complex mergers and investigations.

On regulators, the Vietnam Competition Commission ("VCC") has finally been properly constituted and empowered to take enforcement action. VCC is now responsible for all competition matters, ranging from investigations to enforcement and merger control. We expect stronger competition law enforcement and quicker review of merger cases in Vietnam moving forward.

Developments in the region remain dynamic and the Rajah & Tann Asia Team is very much in the thick of many of the developments and on-going matters. Please reach out to us if you wish to further discuss these developments. 

Regional Competition Bites Q1 2023

This Rajah & Tann Regional Competition Bites provides an overview of the key competition updates in South-east Asia during the period of January to March 2023.

A key macro trend across the region is the introduction of new merger regimes or enhancing existing regimes so as to capture a wider range of mergers. Cambodia has now introduced merger filing thresholds and mergers will have to be filed with the regulator come September 2023. Vietnam and Thailand have been reviewing an increasing number of mergers, with Vietnam seeking to review even foreign-to-foreign mergers. Indonesia has bucked the trend a little, providing a breather to businesses by shifting from a single nexus to a double nexus requirement, while Philippines has raised its notification thresholds. What these developments spell for businesses is that Southeast Asia is a region that can no longer be ignored from a merger control review perspective. Even in Singapore, which has a voluntary regime, the regulator takes the position that if thresholds are crossed, a notification is necessary.

Separately, fighting inflation and cost of living issues continue to be a focus area. Regulators in Indonesia, Thailand and Philippines have opened cartel investigations products involving daily essentials such as onions and chicken eggs, while the Malaysian regulator is working closely to support the Ministry of Domestic Trade and Cost of Living in tackling these issues.

Another key area where focus continues is in all things data, digital, and e-commerce. Several of the regulators have reiterated that this is an area of priority, and with some opening investigations in the area. Tech is also important for the regulators as they look to enhance their internal capabilities to handle more complex mergers and investigations.

On regulators, the Vietnam Competition Commission ("VCC") has finally been properly constituted and empowered to take enforcement action. VCC is now responsible for all competition matters, ranging from investigations to enforcement and merger control. We expect stronger competition law enforcement and quicker review of merger cases in Vietnam moving forward.

Developments in the region remain dynamic and the Rajah & Tann Asia Team is very much in the thick of many of the developments and on-going matters. Please reach out to us if you wish to further discuss these developments. 

Regional Competition Bites Q1 2023

Press Release on the Government's Support Measures for the Development of Construction and Borey

On 12 April 2023, the General Secretariat of Economic and Financial Policy Committee of the Royal Government of Cambodia issued Press Release No. 001 MEF on the Guidelines Regarding Support Measures for the Development of Construction and Borey. Due to uncertainty in the global economic, financial and geopolitical situation, and in order to maintain stability and sustainability in Cambodia's construction and real estate sector, and to empower low and medium-income households to be able to afford home purchases, the Government has issued an additional "support package". This Update provides details of these measures.

The Importance of Specificity in Selecting a Seat of Arbitration – Determining the Court of Exclusive Jurisdiction in the Malaysian Context

When drafting arbitration clauses, the selection of the seat is a crucial aspect. It establishes the applicable lex arbitri as well as the court which would have supervisory jurisdiction over an arbitration.

In Malaysia, there exists two High Courts with separate territorial jurisdictions – the High Court of Malaya (which has jurisdiction over West Malaysia) and the High Court of Sabah and Sarawak (which has jurisdiction over East Malaysia). The scenario is not dissimilar to other countries in which different states have their own courts of coordinate jurisdiction. In such countries, one question which arises is this: In an arbitration seated in the country, which court would then have exclusive jurisdiction? Would it be the court at the place specified? What if the arbitration agreement merely provides the country and not the specific state (in this context, "Malaysia" rather than the specific state in Malaysia) as the seat?

To answer this question, we explore the Malaysian Federal Court decision of Masenang Sdn Bhd v Sabanilam Enterprise Sdn Bhd [2021] 6 MLJ 255.

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 KPPU Case Handling Procedure May Allow Dismissal of Anti-Competition Investigation Based on Change of Behaviour

Starting from April 2023, businesses must follow the new case handling procedure regulation under the Indonesia Competition Commission (“KPPU”) Regulation No. 2 of 2023 on Case Handling Procedure (“New Regulation”). The New Regulation became effective on 31 March 2023, even though it only became available to the public on 6 April 2023.

The New Regulation replaces the entire case handling procedure regulation in KPPU. Among others, a notable new feature under the New Regulation is the allowance for reported parties to propose a change of behaviour to the KPPU during the investigation stage instead of going through the preliminary examination hearing without admitting guilt and regardless of other reported parties doing the same. This is significant because if the KPPU accepts the proposed change of behaviour and the reported parties fully implement such change, the KPPU will dismiss the investigation altogether and the reported parties will not be subject to any sanction.

ASEAN Taxonomy V2: Enabling a Just Transition Towards Sustainable Finance Adoption by ASEAN

Updates for Employers of Foreign Workforce: COMPASS Bonus Criteria, Enhanced Mandatory Medical Insurance Coverage

European Commission Amends Article 102 TFEU Enforcement Priorities

Sub-Decree on Telecommunications Equipment Identity Registration

On 3 February 2023, the Royal Government of Cambodia issued Sub-Decree No. 41 on the Registration of Identity of Telecommunications Equipment using SIM Modules that aims to: (i) prevent and restrain the use of equipment using fake SIM modules, stolen goods, and illegally imported equipment; (ii) protect the health, safety and rights of consumers; (iii) improve the quality of telecommunication services; (iv) encourage honest and transparent competition in the market; and (v) enhance national revenues collection. This Update highlights key features of the Sub-Decree.

New Regulations Relax Criteria for Foreign-To-Foreign Merger and Charge Filing Fees for Merger Notification

The Indonesia Competition Commission or KPPU has issued a new merger control regulation, namely KPPU Regulation No. 3 of 2023 on the Assessment of Merger, Consolidation, or Acquisition of Shares and/or Asset that could Result in Monopolistic and/or Unfair Business Competition Practices (“New Merger Regulation”). Although this New Merger Regulation was only made available on 6 April 2023, it became effective from 31 March 2023.

Under the New Merger Regulation, a notification of foreign-to-foreign merger transaction only needs to be filed with the KPPU if both parties have assets and/or generate sales/turnover in Indonesia. This is a major departure from the previous KPPU Regulation No. 3 of 2019, which mandated filing even if only one party to the transaction had a nexus to the Indonesian market (click here for the notification criteria in the previous regulation). In addition, the threshold analysis for asset calculation reverts to the Indonesian basis from the worldwide basis.

Several days after publication of the New Merger Regulation, the government introduced a filing fee for merger notification through Government Regulation No 20 of 2023 on Types and Tariffs of Non-Tax State Revenue Applicable to the Commission for the Supervision of Business Competition (“GR No. 20/2023”). GR No. 20/2023 was enacted on 5 April 2023, but will become effective 30 days from the enactment date (i.e., 5 May 2023)

National Commercial Arbitration Centre Adopts the Mediation Rules

The National Commercial Arbitration Centre ("NCAC") is a non-profit commercial dispute resolution institution based in Phnom Penh, Cambodia. On 18 March 2023, the General Assembly of the NCAC adopted three main documents to allow the NCAC to provide mediation services. Those documents are: (a) the Mediation Rules; (b) the Code of Conduct for Mediators; and (c) the Rules on Qualification and Registration of Mediator of National Commercial Arbitration Centre. This Update highlights the key features of these documents.

OJK Sets New Cyber Security Best Practices for the Banking Industry

Last year, the Financial Services Authority ("OJK") issued OJK Regulation No. 11/POJK.03/2022 on the Implementation of Information Technology by Commercial Banks. This regulation was part of the revolution by OJK of regulations on data, technology, risk management, collaboration, and institutional setting, all of which is designed to boost the acceleration of Indonesia's digital banking transformation. To follow up the regulation, OJK issued OJK Circular Letter No. 29/SEOJK.03/2022 on Cyber Security and Resilience for Commercial Banks ("Circular") as one of the implementing regulations to safeguard this digital banking transformation.

In the Circular, the OJK puts the onus on commercial banks (which include conventional and shariah banks) ("banks") to identify their cyber security risk by going through a series of assessments and processes on an annual basis. Once banks completed the self-assessment, they must report their self-assessed rating to OJK. In addition, banks must also report any cyber incident to OJK and set up a new cyber security structure.