Larry co-leads Rajah & Tann Singapore’s specialised practice, the Financial Institutions Group. The Financial Institutions Group is a specialist advisory practice in the area of financial services. It is ranked Band 1 by Chambers Asia Pacific (2016) in the area of ‘Capital Markets: Securitisation & Derivatives: Domestic’. It is known for providing bespoke innovative and sophisticated legal solutions for complex legal and regulatory problems for financial institutions. The group regularly provides legal solutions at the cutting edge of financial industry innovation, the more recent of which include, financial technology (“FinTech”), crowdfunding and virtual and digital currencies.
The Financial Institutions Group is a rare breed in Singapore and is one of the oldest specialist teams in Singapore in this area of practice, with its founding lawyers joining Rajah & Tann in 1999 as a team from another Singapore firm. Its lawyers have been involved in the establishment and structuring of all major exchanges and markets in Singapore since the 1970s, including the Gold Exchange of Singapore (1978), the Singapore Commodity Exchange (“SICOM”), the Singapore International Monetary Exchange (“SIMEX”), the demutualisation of the Stock Exchange of Singapore (“SES”) and SIMEX to form the present-day Singapore Exchange (“SGX”), the Singapore Mercantile Exchange (“SMX”) and the sale of its business to IntercontinentalExchange Group (“ICE”). Its lawyers have also acted in every major derivatives-related financial crisis/debacle/collapse since the 1980s, including, Nikkei Index Crash on SIMEX in the late 1980s, the Baring’s debacle in the mid 1990s, the near-collapse and restructuring of China Aviation Oil in the mid-2000s, the collapse Lehman Bros insolvency in the late-2000s and the collapse of MF Global in 2011.
The group’s wide range of work expertise and experience covers the entire spectrum of legal solutions for problems stemming from business inception to business closure, including business, product and services design and structuring, business conduct regulatory compliance, transaction advice and assistance, legal documentation drafting and negotiation, regulator enforcement, disciplinary actions and default management. The group’s range of clients comprise both financial institutions and their counterparties, including markets, exchanges, clearing houses, central depositories, trading facilities and platforms, major banks, prime brokers, brokers, dealers, traders, funds, financial advisers, insurance companies, custodians and payment system operators.
Larry practises in the specialist area of financial services regulation, compliance, transactions and documentation. With almost two decades of experience in this area, his practice encompasses advising on licensing, regulatory and compliance requirements in the conduct of financial services business and in respect of the design, structure, sale, trading and documentation of financial products and services, and assisting in the drafting, negotiation and execution of financial products and services documentation. His range of clients include major banks, exchanges, clearing houses, central depositories, brokers and dealers, custodians, financial advisers, funds and fund managers, insurance companies, payment systems operators and trust companies.
Larry also regularly advises on energy, commodities and resources-related matters. He has advised energy and commodities exchanges, markets, clearing houses, central counterparties, electronic trading platforms, custodians, broker/dealers, traders, advisers and other participants on a wide range of energy and commodities trading-related issues.
Larry has been nominated as an Asialaw Leading Lawyer for Regulatory & Government in 2011 and 2012, for Financial Services Regulatory for 2014, and as an Asialaw Market-Leading Lawyer in Singapore in 2016.
Larry regularly advises on a broad range of licensing and regulatory compliance matters in the financial services arena, such as licensing and RNF registration, business conduct compliance, banking secrecy, financial services and products documentation, anti-money laundering and countering of terrorism financing requirements, internal compliance processes and continuing education requirements.
He has extensive experience in drafting and negotiating industry-standard and complex bespoke contracts and other documentation for a broad range of financial products and services, covering banking products, facilities and services, securities, commodities and derivatives (whether over-the-counter or exchange-traded) trading, custody and collateral arrangements, prime brokerage services and payment systems, including ISDA, GMSLA and OSLA documentation.
A sampling of some of Larry's notable financial services engagements is set out below:-
- Acted for Singapore Exchange Derivatives Clearing (“SGX-DC”) and The Central Depository (“CDP”) in the restructuring of their respective clearing house collateral arrangements and central counterparty novation arrangements.
- Acted for the Singapore Exchange Securities Trading Limited and the Singapore Exchange Derivatives Trading Limited in the re-drafting of their respective trading rule books.
- Acted for the then SICOM and SGX-DC to advise on and to revise SICOM’s trading and clearing rules and contract specifications for the implementation of a new co-clearing arrangement of SICOM’s commodities futures contracts with SGX-DC.
- Acted for SICOM in redrafting and restructuring of SICOM’s trading and clearing rules and contract specifications.
- Advised on the redomiciliation and establishment of a foreign OTC bullion exchange and clearing house in Singapore.
- Acted for a major Singapore bank in the expansion of its trading and clearing offerings as a General Clearing Member of Eurex Clearing AG – a first in Asia.
- Acted for a Singapore securities and futures broker in the expansion of its trading and clearing offerings in connection with its new memberships on Singapore Exchange Securities Trading (“SGX-ST”), the CME Group exchanges, the Eurex exchanges, Eurex Clearing AG, Dubai Gold and Commodities Exchange DMCC and the Dubai Commodities Clearing Corporation.
- Advised the liquidators of MF Global Singapore Pte Limited on securities, commodities and derivatives trading, and liquidation related matters, including in respect of the close-out outstanding derivatives and other trading positions.
- Advised the liquidators of Lehman Brothers Finance Asia Pte Ltd and Lehman Brothers Pte Ltd on derivatives trading and liquidation related matters, including in respect of the close-out outstanding derivatives and other trading positions.
- Advised a European bank on applying for Rule 30.10 relief from the CFTC.
- Advising for a major Singapore payment systems operator on the regulatory framework and structuring of its provision of cross-border payment services.
- Advised a Chinese bank and a Malaysian bank on impact of OFAC sanctions under Singapore law.
- Advised a Singapore insurer on regulatory issues arising from the improper RNF registration of over 2000 representatives and assisting in its response to regulatory enforcement action.
- Advised an insolvent Icelandic bank on distribution of securities to Singapore creditors.
- Advised a major securities and futures broker based in Hong Kong on the redomiciliation of its securities and futures trading and clearing back-offices to Singapore.
- Assisted various banks with investigations on misconduct of their respective representatives and the conduct of regulated activities without proper RNF registration.
- Acted in the merger of Wells Fargo Bank N.A. and Wachovia Bank N.A. and in the establishment of a Singapore branch of Wells Fargo Bank N.A. in Singapore.
- Acted as Singapore legal counsel to Société Générale in the worldwide merger of its derivatives business divisions, Fimat, with Calyon’s Calyon Financial, to form Newedge.
- Acted for a French bank as a potential bidder in the acquisition of ING Private Bank, Singapore.
- Led a legal forensics team to conduct a due diligence and discovery exercise in respect of the US$550 million derivatives trading losses of China Aviation Oil (Singapore) Corporation Ltd (CAO) in 2004 and advised CAO on the close-out, unwinding and restructuring of its derivatives trading positions and arrangements.
- Acted as co-ordinating counsel in the Asia-Pacific region for General Electric Company (GE) in connection with its US$900 million worldwide acquisition of the organosilicones businesses from Crompton Corporation.
Financial Technology (FinTech)
- Advising a New York based Bitcoin and Ether exchange on its proposed business expansion into Singapore and on licensing and regulatory issues under Singapore law.
- Advising on the establishment and structuring of an electronic game currency distribution business and on the applicable licensing and regulatory issues under Singapore law.
- Advising on the sale and distribution of electronic game currencies via a multi-level marketing arrangement.
- Advising on the licensing and regulatory issues in relation to the operation of an online crowdfunding platform for real estate projects and real estate investments.
- Advising on the establishment of an electronic payment service for centralized multi-lateral cross-border payment collection, aggregation, clearing and settlement services.
- Advising on the setting up of a multi-jurisdictional electronic money-changing cum stored-value facility.
- Advising on the establishment and operation of an electronic payment and e-wallet service.
- Advising a Bitcoin exchange on the structuring of Bitcoin lending and borrowing arrangements, the structuring of Bitcoin-based financial derivatives and the taking of Bitcoin collateral.
- Advising on the structuring of precious metals derivative contracts for electronic platform trading.
- Advising on the structuring of a Singapore-based stored value facility for cross-border usage for physical point-of-sale payments and for payment of online transactions with overseas merchants, and cross-border withdrawals of funds.
- Advising on licensing and regulatory issues arising in relation to the conduct of live test runs of credit card payment systems in Singapore.
- Advising a major credit card brand on Direct Currency Conversion issues under Singapore law and the implementation of the same.
- Advising a major credit card brand on regulation of online gambling payments under the Singapore Remote Gambling Act.
- Advising a major credit card brand on the restructuring of its online merchant arrangements for card-not-present transactions.
- Advising on a major credit card brand on licensing agreements for the provision and use of credit card point-of-sale terminals and equipment.
- Advising a global online merchant on licensing and regulatory issues in relation to its global payment gateway for cross-border payments and the use and distribution of online store loyalty tokens.
- Advising a major global payment services provider on its merchant onboarding documentation for direct merchant acquisition and payment processing businesses.
- Advising a major global payment services provider on licensing and regulatory issues in respect of its direct merchant acquisition and payment processing businesses.
- Advising a major credit card brand and global payments technology company on licensing and regulatory issues under Singapore law in relation to its proposed payment system and payment services in Singapore.
- Advising a major credit card brand and global payments technology company on licensing and regulatory issues under Singapore law in relation to an expense-tracking and reporting system for use by financial institutions and/or their corporate customers.
- Advising a bank on the issuance of a multi-branded credit card.
- Advising on the licensing and regulatory issues in the operation of an electronic trading platform for the secondary trading of government-issued debt instruments.
- Advising on the licensing and regulatory issues in the operation of an electronic trading platform for trading of physical gold and gold derivatives contracts.
- Advising on the licensing and regulatory issues in the operation of an electronic facility for the provision of financial data, advisory reports and analyses.
Energy & Resources Practice
Larry is also an active member of our Energy & Resources Practice. He has more than 15 years of experience in advising on energy and commodities trading. He has advised energy and commodities exchanges, markets, clearing houses, central counterparties, electronic trading platforms, custodians, broker/dealers, traders, advisers and other participants on a wide range of energy and commodities trading-related issues, including:
- licensing and regulation
- business, product and service structuring
- physically delivered or financially settled energy commodity transactions, whether over-the-counter or exchange/platform-traded and whether for hedging or speculative purposes
- central counterparty, clearing, custody and settlement arrangements
- market, legislative and infrastructural reforms
- regulatory investigations and enforcement actions
- administration, restructuring, rehabilitation and insolvency of financially distressed participants
Since the inception of National Electricity Market of Singapore (NEMS) in 2003 to the present day, Larry has been acting as the primary external legal counsel to Energy Market Company Pte Ltd (EMC), a wholly owned subsidiary of Singapore Exchange Ltd (SGX). The EMC is the operator of NEMS, Asia’s first liberalised electricity market. Operating as the national wholesale electricity market and central clearing house, all of Singapore’s electricity is bought and sold through the EMC. For more than a decade, Larry has advised the EMC on legal and regulatory matters in respect of its operation of the wholesale electricity markets in Singapore, including market and infrastructure reforms, market participation, facility registration, market administration, rule change initiatives, dispute management, market surveillance and enforcement, trading and market conduct, dispatch and pricing modelling algorithms and processes, and central clearing and settlement arrangements. His recent work for the EMC on market and infrastructure reforms include (i) the provision of electricity regulation by electricity storage facilities in NEMS; (ii) the introduction and institutionalising of photovoltaic (solar) and other clean energy generation sources in NEMS; (iii) the development of Asia’s first electricity futures market in Singapore and its accompanying Forward Sales Contract Scheme; and (iv) the implementation of demand response in NEMS.
Some of Larry's other notable engagements in the area of Energy & Resources:-
- Advised a Japanese operator on the operation and maintaining of an oil derivatives electronic trading market platform in Singapore.
- Acted for China Aviation Oil (Singapore) Corporation in its restructuring and successful rehabilitation following its US$550 million oil derivatives trading losses in 2004.
- Acted for one of the bidders in its bid to acquire Senoko Power Limited from Temasek Holdings (Private) Limited in the 2008 privatisation exercise.
- Member, Singapore Academy of Law
- Member, Law Society of Singapore
- The Aftermath of Creative v Aztech: Fait Accompli or Fiasco? (1998) 10 S.Ac.L.J 414
- Not Business as Usual: Legal Developments in the Singapore Foreign Exchange Market, Euromoney/IFLR Foreign Exchange & Treasury Management Handbook 2015
- The Singapore Chapter in Banking Regulation 2016, 3rd Edition, Global Legal Insights