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As business and commerce becomes increasingly cross-border in nature, it is important for businesses to have knowledge of restructuring and insolvency regimes of foreign jurisdictions. This is particularly relevant in the Southeast Asia region, given the close connection and links amongst the Southeast Asian states.
In this publication, we take a broad look at the key areas of interest in the restructuring and insolvency regimes across the region. The comparative overview covers various differences and similarities in the respective restructuring and insolvency frameworks in these jurisdictions.
Rajah & Tann Asia, as a regional network of law firms, has an established presence across Southeast Asia. Our regional offices have the requisite restructuring and insolvency expertise to assist with your queries and restructuring and insolvency needs across these jurisdictions.
The Monetary Authority of Singapore has announced a set of relief measures meant to ease the financial strain on small and medium enterprises ("SMEs") in Singapore. Such relief measures include support for SMEs to defer the payment of principal on their secured loans and the provision of loans to SMEs at potentially lower interest rates. Furthermore, on 7 April 2020, the Parliament passed the COVID-19 (Temporary Measures) Act 2020, which provides for support and protection for SMEs which are unable to perform their obligations under scheduled contracts due to the ongoing COVID-19 outbreak.
Such measures include a six-month moratorium period starting from 20 April 2020 during which SMEs are provided broad protection against legal action and enforcement of security in respect of certain scheduled contracts and temporary modifications to the insolvency regime to limit certain insolvency proceedings.
This Update discusses the relief measures relating to SME loan financing obligations amid COVID-19.Singapore | Banking & Finance | 20 April 2020
The COVID-19 pandemic has created "significant uncertainty, or even threats to business prospects" to issuers listed on SGX-ST Mainboard and Catalist ("listed issuers"). Emphasising the need for "high quality and reliable financial statements", the Singapore Exchange Regulation ("SGX RegCo") recently issued a statement on the Regulator's Column on 27 July 2020, setting out its expectations of financial reports, including interim financial reports ("27 July 2020 Statement").
This Update highlights salient points raised by SGX RegCo in its 27 July 2020 Statement which listed issuers, their boards of directors, and management must take note of in preparing financial reports, including interim financial statements.Singapore | Capital Markets, Listed Entities & M&A | 07 August 2020
The COVID-19 pandemic has posed extraordinary challenges to businesses and many companies have had to rapidly respond and manage disruptions to business operations. As we transit into the next phase of COVID-19, where businesses gradually resume and borders re-open, keeping investors and stakeholders updated remains essential, and reporting on social factors is particularly vital during this period.
In this regard, the Singapore Exchange Regulation ("SGX RegCo") recently issued a statement on the Regulator's Column on 6 July 2020, setting out its expectations on sustainability reporting by issuers listed on SGX-ST Mainboard and Catalist ("listed issuers").
This Update highlights key points listed issuers should note in approaching sustainability reporting in this new business climate with reference to the expectations set out by SGX RegCo, such as keeping investors and stakeholders updated and the emphasis on the social aspect of sustainability reporting during this period.
The ongoing COVID-19 pandemic has caused widespread uncertainty, and the full impact on the global economy remains to be seen. Understandably, this would lead to questions surrounding the viability and validity of, and impact on, transactions, whether contemplated, ongoing or completed.
As M&A activity continues against the backdrop of the COVID-19 pandemic, there are certain key considerations that should be borne in mind by the parties.
This Update aims to highlight these considerations as well as steps that can be taken to manage the risks caused or aggravated by COVID-19.Singapore | Capital Markets, Listed Entities & M&A | 15 May 2020
Temporary Exemption to Allow Electronic Dissemination of Offer Documents for Rights Issues and Take-over or Merger Transactions
Due to the COVID-19 outbreak, restrictions imposed on the operations and manpower of printers and mailing houses have posed challenges to the mass production of hard copy documents including documents in relation to rights issues and take-over or merger transactions. Various laws and rules require hard copies of these documents to be despatched.
In response, on 6 May 2020, the Monetary Authority of Singapore, the Securities Industry Council and the Singapore Exchange Regulation jointly announced temporary measures giving issuers listed on SGX-ST and parties involved in rights issues and take-over or merger transactions the option to disseminate an electronic version of the relevant offer documents through publication on SGXNET and their corporate websites.
These temporary measures take effect from 6 May 2020 to 30 September 2020.
This Update highlights the conditions for relying on the temporary measures.Singapore | Capital Markets, Listed Entities & M&A | 12 May 2020
Conducting Meetings by Electronic Means for Corporate Insolvency and Bankruptcy Matters and Corrigendum
The COVID-19 pandemic has made it impracticable to conduct various types of meetings prescribed under written law and certain legal instruments, which require physical attendance. These include meetings for insolvency and bankruptcy matters.
On 27 April 2020, two Orders prescribing alternative arrangements for meetings in respect of insolvency matters and bankruptcy matters were issued under the COVID-19 (Temporary Measures) Act 2020 (“Act”) that provides, among other things, meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with alternative arrangements prescribed under the Act will be deemed to have satisfied relevant requirements under written law or legal instruments.Singapore | Capital Markets, Listed Entities & M&A | 30 April 2020
Various control and safe distancing measures have been put in place in Singapore to prevent the spread of COVID-19. These measures along with provisions under written law and certain legal instruments requiring personal attendance at meetings have caused difficulties to business entities in Singapore in conducting their annual general meetings and meetings involving a large number of participants.
In response to this, the COVID-19 (Temporary Measures) Act 2020 ("Act") was enacted to provide, among other things, that meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with the alternative arrangements prescribed under the Act will be deemed to have satisfied the relevant requirements under the written law or legal instrument.
This Update highlights the changes to the period of application of the prescribed alternative arrangement for conducting shareholders, unitholders and bondholders meetings by electronic means and new Orders issued under the Act to prescribe for the alternative arrangements for conducting meetings by electronic means for other types of meetings and business entities.
Singapore | Capital Markets, Listed Entities & M&A | 29 April 2020
During this period of disruption to business caused by the pandemic, issuers listed on the SGX-ST Mainboard and Catalist and shareholders, alike are facing challenges. The economic uncertainty and market volatility make it necessary for shareholders to have up-to-date information concerning material changes in issuers’ business and operations.
Against this backdrop, the Singapore Exchange Regulation (“SGX RegCo”) had, on 22 April 2020, issued a statement on the Regulator's Column setting out SGX's expectations of issuers' disclosures during COVID-19 and considerations to guide issuers in complying with their disclosure obligations under the Listing Rules of the SGX-ST Mainboard and Catalist.
This Update highlights issuers' disclosure obligations during COVID-19 with reference to the general guidance by SGX RegCo.Singapore | Capital Markets, Listed Entities & M&A | 24 April 2020
On 16 April 2020, the Ministry of Finance, the Inland Revenue Authority of Singapore and the Monetary Authority of Singapore jointly announced the following measures to provide real estate investment trusts listed on the Singapore Exchange Securities Trading Limited ("S-REITs") greater flexibility to manage their cash flows and raise funds, to help them to weather through the COVID-19 pandemic:
- Extending deadline for distribution of taxable income;
- Raising leverage limit; and
- Deferring the implementation of a new minimum interest coverage ratio requirement.
This Update provides a summary of these measures affecting S-REITs.Singapore | Capital Markets, Listed Entities & M&A | 17 April 2020
Issuers listed on SGX-ST Mainboard and Catalist are facing difficulties in conducting their annual general meetings ("AGMs") due to the enhanced control and safe distancing measures that apply from 27 March 2020 to 4 May 2020 ("Control Period") coupled with provisions under written law and certain legal instruments requiring personal attendance at meetings. To address these challenges, the COVID-19 (Temporary Measures) Act 2020 came into force partially on 7 April 2020 to provide, among other things, that meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with the alternative arrangements prescribed under the Act will be deemed to have satisfied the relevant requirements under the written law or legal instrument. The COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 was issued on 13 April 2020 to prescribe the alternative arrangements for conducting meetings ("Alternative Arrangements"). On the same day, SGX RegCo (together with ACRA and MAS) jointly prepared a comprehensive and useful checklist to guide listed and non-listed entities on the conduct of general meetings during the Control Period.
This Update discusses the Alternative Arrangements for conducting a meeting or AGM by a listed issuer during the Control Period, with reference to the Order and the Checklist, along with some practical notes.Singapore | Capital Markets, Listed Entities & M&A | 17 April 2020
To support issuers listed on the SGX-ST Mainboard during this COVID-19 situation, on 8 April 2020, the Singapore Exchange Regulation (in consultation with the Monetary Authority of Singapore) issued a press release announcing two provisional measures:
- Enhanced Share Issue Limit: Allowing an issuer to seek a general mandate for an issue of pro-rata shares and convertible securities of up to 100% of its share capital, increasing it from the current 50% limit; and
- Suspension of Entry into Financial Watch-List: Suspending half-yearly reviews on the first market days of June 2020 and December 2020 to place an issuer on the Singapore Exchange Limited financial watch-list.
This Update discusses the two provisional measures together with some practical notes.
Singapore | Capital Markets, Listed Entities & M&A | 13 April 2020
On 7 April 2020, Singapore Exchange Regulation ("SGX RegCo") issued a press release announcing that all issuers listed on the SGX-ST Mainboard and Catalist with financial year ending on or before 31 March 2020 are automatically granted a 60-day extension by SGX to hold their annual general meetings (“AGMs”).
This is issued in response to the Singapore Government’s enhanced safe distancing measures (otherwise known as "circuit-breaker" measures) to control the spread of COVID-19. From 7 April 2020 until 4 May 2020, all businesses in Singapore are required to, among other things, suspend activities at their workplace premises unless they are essential service providers. These measures have severely hampered the holding of meetings which require personal attendance of the participants (provided under Singapore law and/or certain legal instruments which provide a similar restriction) and the performance of statutory audits on listed issuers for their full-year financial results.
This Update highlights the matters that a listed issuer should take note of in view of this recent development.Singapore | Capital Markets, Listed Entities & M&A | 09 April 2020
As COVID-19 ravages the globe, governments are upending the rules on nearly every aspect of our lives almost daily. These include various social distancing measures to contain the outbreak. Issuers listed on SGX-ST Mainboard and Catalist are facing unprecedented challenges in conducting annual general meetings ("AGMs") and meetings in a manner that complies with new legal requirements, guidance and advisories from various regulatory authorities.
We are pleased to bring you the COVID-19 AGM Pack that collates our Updates that share with you the latest legislative developments and advisories relating to the conduct of AGMs amid the COVID-19 outbreak. These include our latest Update titled “Listed Issuers' Meetings to Comply with Safe Distancing Measures Amid COVID-19” which discusses the draft COVID-19 (Temporary Measures) Bill that provides for, among other things, temporary alternative arrangements for conducting meetings in a manner that complies with the prevailing safe distancing measures. The Bill is expected to be introduced in Parliament next week and anticipated to be passed into law shortly after.Singapore | Capital Markets, Listed Entities & M&A | 03 April 2020
The impact of COVID-19 is greatly felt and measures are being introduced by the Singapore Government to try to minimise further spread of COVID-19. These include safe distancing measures that would render the holding of annual general meetings ("AGMs") or shareholder meetings difficult for issuers listed on the SGX-ST Mainboard and Catalist which have a large shareholder base.
Issuers are expected to comply with the prevailing safe distancing measures which, among other things, require the organiser of an AGM to ensure that not more than ten individuals are present at the event at any one time. On 31 March 2020, Singapore Exchange Regulation (SGX RegCo), the Accounting and Corporate Regulatory Authority (ACRA) and the Monetary Authority of Singapore (MAS) jointly issued an updated guidance for issuers on the alternative arrangements that may be adopted to ensure that their AGMs are conducted in a manner that complies with the safe distancing measures. On 2 April 2020, the draft COVID-19 (Temporary Measures) Bill which provides for temporary alternative arrangements for conducting meetings in a manner that complies with the Safe Distancing Measures was made available on the Ministry of Law website. This Update provides a summary of this development.Singapore | Capital Markets, Listed Entities & M&A | 02 April 2020
On 19 March 2020, the Singapore Exchange Regulation ("SGX RegCo") provided guidance on the holding of general meetings amid the COVID-19 situation, in furtherance of the latest advisories from the Ministry of Health. The SGX RegCo's guidance was developed in consultation with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore.
This guidance is a welcome complement to SGX RegCo's previous announcement providing issuers listed on the SGX-ST Mainboard and Catalist which meet certain criteria two more months to hold their annual general meetings ("AGMs") to approve their 31 December 2019 financial results.
This Update sets out further guidance by SGX RegCo on the holding of AGMs/general meetings amid the challenges posed by the COVID-19 situation.
Singapore | Capital Markets, Listed Entities & M&A | 23 March 2020
Deadline for Holding AGMs for SGX-ST Listed Issuers Extended to 30 June 2020 Due to Covid-19 Outbreak
Issuers listed on the SGX-ST Mainboard and Catalist are given two more months to hold their annual general meetings ("AGMs") to approve their 31 December 2019 financial results. Under the Listing Rules of the SGX-ST Mainboard and Catalist, issuers are required to hold their AGMs within four months from the end of their financial years. However, in response to feedback by shareholders who want to participate in and vote at AGMs but may be concerned about attending large-group meetings amid the COVID-19 outbreak, on 27 February 2020, Singapore Exchange Regulation (SGX RegCo) announced that a waiver from the foregoing requirement will be granted to issuers which satisfy the prescribed criteria ("Waiver"). Issuers which are granted the Waiver have up to 30 June 2020 to hold their AGMs.
This Update provides a brief overview of the relevant requirements and the steps issuers can take to obtain the Waiver.
The COVID-19 pandemic has resulted in tremendous disruption to logistics and supply chains and many companies face challenges in respect of demand. To deal with the effects of the outbreak, collaborations may be necessary between competitors.
Against this backdrop, the Competition & Consumer Commission of Singapore ("CCCS") has on 20 July 2020, issued a Guidance Note on Collaborations between Competitors in response to the COVID-19 Pandemic ("Guidance Note"), to provide clarity to businesses on how CCCS will view collaborations between competitors during this exceptional period.
This Update highlights a few salient points from the Guidance Note on the assessment framework CCCS will use to assess certain collaborations between competitors which are put in place from 1 February 2020 and end by 31 July 2021.Singapore | Competition & Antitrust | 05 August 2020
The COVID-19 pandemic is expected to change how we operate business moving forward. With a majority of the global workforce currently telecommuting amid the elevated border control and safe distancing measures, there is an increased need to assess what would be the most efficient way of executing contracts and documents in the new normal. There is therefore more demand for the use of electronic signatures in commercial transactions.
In this Update, we highlight some key requirements or considerations that you should take note of to ensure that a document or contract that has been executed by electronic signatures is valid.Singapore | Contracts & Force Majeure | 13 July 2020
COVID-19 (Temporary Measures) Act 2020 Extended to Leases/Rental Agreements for Commercial Equipment and Commercial Vehicles
The COVID-19 (Temporary Measures) Act 2020 ("Act") provides for, among other things, targeted and temporary reliefs for individuals and businesses that are unable to perform certain contracts due to the uncertainties brought about by COVID-19. These temporary relief measures apply for six months from 20 April 2020 to 19 October 2020.
On 20 June 2020, the Act was amended to (1) extend the temporary relief measures under the Act to leases or rental agreements for commercial equipment and commercial vehicles; and (2) give effect to part of the changes set out in the COVID-19 (Temporary Measures) (Amendment) Act 2020. These changes aim to enhance the temporary relief measures for an inability to perform a scheduled contract specified in the Act.
This Update provides a summary of the changes to the Act that took effect on 20 June 2020.Singapore | Contracts & Force Majeure | 29 June 2020
Fourteen Rajah & Tann Singapore’s Lawyers Appointed by Singapore's Ministry of Law to Serve as Assessors under the COVID-19 (Temporary Measures) Act
Rajah & Tann Singapore is pleased to announce that 14 of our lawyers have been appointed by Singapore's Ministry of Law to serve as assessors under the COVID-19 (Temporary Measures) Act. They were appointed by the Minister for Law to resolve disputes arising from the application of the Act. The Assessor will decide whether the case is one to which the relief under the Act applies and will seek to achieve an outcome that is just and equitable in the circumstances.
The appointed assessors who come from the firm's Disputes and Corporate practices are the following:
- Aleksandar Georgiev
- Alvin Tan Yong Joon
- Alyssa Leong
- Benjamin Teo
- Clement Chan
- Devathas Satianathan
- Dominique Lombardi
- Kevin Tan
- Lionel Tay
- Matthew Koh
- Nur Rauda Mohamed Said
- Pamela Wong
- Phang Hwee Guang
- Yip Li Ming
On 20 April 2020, the provisions in the COVID-19 (Temporary Measures) Act 2020 Act dealing with the following temporary measures came into force:
- Temporary relief for inability to perform a scheduled contract specified in the Act that is to a material extent caused by a COVID-19 event; and
- Temporary relief for financially distressed individuals and businesses by increasing the debt thresholds for bankruptcy and insolvency.
The Regulations setting out the details for a party to seek the temporary reliefs under the Act were also issued and came into force on 20 April 2020.
This Update provides a summary of the requirements and process for seeking these temporary reliefs under the Act and includes an overview guide of the procedure diagrammed for your ease of reference.
Singapore | Contracts & Force Majeure | 23 April 2020
The new COVID-19 (Temporary Measures) Bill ("COVID Bill") will be introduced in Parliament next week and is anticipated to be passed into law shortly after. As the title suggests, the COVID Bill is intended to provide targeted and temporary relief for parties that due to the ongoing COVID-19 pandemic, find themselves unable to perform obligations under certain scheduled contracts – including contracts to which the government is a party. The COVID Bill will also temporarily increase the existing bankruptcy and insolvency thresholds for individuals and businesses respectively, as well as provide more time to respond to statutory demands from creditors. This Update provides a summary of these temporary reliefs under the COVID Bill.Singapore | Contracts & Force Majeure | 03 April 2020
The COVID-19 outbreak has been a jarring development across the globe, bringing about much uncertainty in the commercial world. In this Update, we look at some of the common questions regarding the potential legal impact of the COVID-19 outbreak on contracts and agreements. This includes a focus on force majeure, frustration and the obstructions which may arise in specific industries such as Shipping & International Trade, Construction & Projects, and Hospitality and Tourism.
Singapore | Contracts & Force Majeure | 20 February 2020
On 3 June 2020, the Ministry of Trade and Industry (MTI) and Ministry of Foreign Affairs (MFA) jointly announced that fast lane arrangements will be in place to facilitate essential business and official travel between Singapore and China. The fast lane arrangements will be established between Singapore and six Chinese provinces and municipalities (Chongqing, Guangdong, Jiangsu, Shanghai, Tianjin and Zhejiang).
Under the fast lane arrangements, residents in Singapore who are seeking to make essential travel to China must be sponsored by either a company or a government agency in China, while residents in China who are seeking to make essential travel to Singapore must be sponsored by either a company or a Singapore Government agency.
From 8 June 2020, a traveller sponsored by a government agency for essential business or official travel to Singapore may submit an application under the fast lane arrangements. Applications for company-sponsored travellers may be submitted in a later phase.
This Update highlights the key requirements of the fast lane arrangements which relate to: (1) applications for approvals by the relevant authorities and visas; (2) pre-departure health measures; (3) post-arrival health measures; and (4) controlled itinerary.Singapore | Control Measures | 05 June 2020
The COVID-19 (Temporary Measures) (Control Order) Regulations 2020 were issued on 7 April 2020 to impose restrictions on (i) premises and businesses in relation to the closure of premises and the respective controls on essential and non-essential service providers; and (ii) the movement of people, both in public places and in places of residence. Subsequently the Minister for Health issued the COVID-19 (Temporary Measures) (Control Order) (Amendment) Regulations 2020 and the COVID-19 (Temporary Measures) (Control Order) (Amendment No. 2) Regulations 2020 ("Amendments"). These amendments introduce additional obligations and requirements, including in relation to essential service providers, essential service workers, occupiers and owners of permitted premises, and operators of specified dormitories.
In this Update, we highlight the key changes introduced by the Amendments.Singapore | Control Measures | 14 April 2020
Under the new circuit breaker measures introduced to combat the spread of COVID-19, one of the key safeguards is the imposition of control orders. On 7 April 2020, the COVID-19 (Temporary Measures) (Control Order) Regulations 2020 ("Regulations") were issued under the Act to impose restrictions on (i) premises and businesses in relation to the closure of premises and the respective controls on essential and non-essential service providers; and (ii) the movement of people, both in public places and in places of residence. In this Update, we provide a summary of the movements which are or are not permitted under the Regulations.Singapore | Control Measures | 09 April 2020
On 3 April 2020, the Singapore Multi-Ministry Taskforce announced that an elevated set of safe distancing measures will be in place from 7 April 2020 until 4 May 2020. These enhanced measures aim to act as a circuit breaker to control the spread of COVID-19 in Singapore by minimising movements and interaction in public and private places. Notably, there will be a suspension of activities at all workplace premises, subject to certain exemptions for selected essential services. In this Update, we highlight the scope and key aspects of the measures requiring the suspension of activities at all workplace premises.Singapore | Control Measures | 05 April 2020
On 3 April 2020, the Singapore Government announced an elevated set of safe distancing measures to be in place from 7 April 2020 until 4 May 2020 ("Relevant Period"). As part of this initiative, on 6 April 2020, the Supreme Court, State Courts and Family Justice Courts announced that they will hear only essential and urgent matters in the Relevant Period. Registrars' Circulars ("Circulars") have been issued by each of the three Courts to identify the matters that may be considered to be essential and urgent. In this Update, we highlight the key elements of the Circulars, including the identified essential and urgent matters and the relevant timelines and processes.Singapore | Dispute Resolution | 07 April 2020
The Ministry of Law has issued a press release announcing that it intends to introduce the COVID-19 (Temporary Measures) Bill ("Bill") in Parliament next week. The Bill includes proposed provisions allowing for the conduct of court proceedings using remote communication technology so as to avoid individuals having to physically appear in court. Rajah & Tann Singapore is well placed to manage remote court proceedings, having supported the pilot remote hearings before the Singapore courts and being fully equipped with remote communication technology. In this Update, we highlight the key aspects of the Bill as it relates to remote proceedings in court.Singapore | Dispute Resolution | 03 April 2020
It has been only two months since the World Health Organization declared the COVID-19 outbreak a pandemic, but the world has probably seen only a fraction of the likely long-lasting economic and social impacts of the pandemic. Whilst various social distancing and lockdown restrictions imposed across the world have slowed down the rate of outbreaks, myriad financial losses to both corporate entities and individuals have already skyrocketed. Many affected persons are likely to turn to and eagerly expect their existing insurance coverage to defray some or all of these losses.
This Update discusses the following potentially difficult coverage issues under some of such existing (and pre COVID-19) commercial insurance policies:
- Loss of profit/revenue and business interruption;
- Event cancellation;
- Credit insurance;
- Public liability; and
- Management liability.
On 13 May 2020, the Monetary Authority of Singapore ("MAS"), Singapore FinTech Association, AMTD Group and AMTD Foundation launched a S$6 million MAS-SFA-AMTD FinTech Solidarity Grant ("Grant") to help Singapore-based FinTech firms weather the storm caused by the COVID-19 pandemic. Eligible FinTech firms may apply for the Grant from 18 May 2020 to 31 December 2021.
The Grant complements the S$125 million support package announced by MAS on 8 April 2020 ("Support Package") to sustain and strengthen capabilities in the financial services and FinTech sectors amid the current economic slump. The Support Package took effect from 8 April 2020.
This Update highlights the key features of the Grant and the Support Package for FinTech firms in Singapore.Singapore | Financial Institutions | 15 May 2020
On 3 April 2020, the Singapore Multi-Ministry Taskforce announced that an elevated set of safe distancing measures will be in place from 7 April 2020 until 4 May 2020. Notably, there will be a suspension of activities at all workplace premises, subject to certain exemptions for selected essential services ("Essential Services"). Entities providing asset management services ("Fund Management Companies") are included as providers of Essential Services. In this Update, we highlight the key aspects of the exemption for Fund Management Companies and the requirements they are subject to during this period.Singapore | Financial Institutions | 06 April 2020
Further Changes to COVID-19 (Temporary Measures) Act Concerning Rental Relief, Collective Sales, Construction Contracts and Meetings
On 4 September 2020, the COVID-19 (Temporary Measures) (Amendment No. 2) Bill ("Bill") was passed in Parliament, setting out further proposed amendments. The Bill seeks to strengthen the COVID-19 (Temporary Measures) Act by:
(a) Expanding the powers of rental relief assessors;
(b) Allowing applications for the extensions of deadlines for collective sales;
(c) Clarifying the interaction between Part 8 of the Act (which deals with contracts affected by delay in the performance or breach of a construction contract, supply contract or related contract) and other dispute resolution proceedings; and
(d) Enhancing the certainty of alternative meeting arrangements.
This Update highlights the key features of the Bill.Singapore | General | 17 September 2020
The COVID-19 pandemic has brought about unprecedented challenges to many businesses. In the face of a prolonged crisis, companies are forced to adjust to a ‘new normal’ in this era of uncertainty. To guide you through this period, we have specially put together a COVID-19 Response Package which aims to address the current legal issues that are confronting your business.
The COVID-19 Response Package includes business recovery checklists to help your business develop its response plan as you restart operations amid the uncertainties. It also highlights some COVID-19 related measures and responses put in place by the Government in the following areas and how we can assist you to navigate the changes:
- Banking & Finance
- Competition & Antitrust
- Consumer Protection
- Corporate Real Estate
- Debt Capital markets
- Financial Institutions
- Investment Funds
- Technology, Media and Telecommunications
- Workplace & Employment
The COVID-19 pandemic has caused a deep impact across the globe, affecting all sectors of society. It has fundamentally changed the way we work, the way we live and the way we function.
As governments work to overcome the pandemic and its consequences, policies and measures have been implemented at a swift rate. In this quarterly issue of our Regional Round-Up, we present a special COVID-19 Edition to provide our clients with an overview of the control and support measures put in place in the South-East Asia region and in China. This issue also consolidates Rajah & Tann Asia’s key Client Updates to date on the legal and regulatory developments in response to the pandemic in the respective jurisdictions.
Singapore | General | 30 April 2020
The acceleration in the use of telemedicine is expected to be one of the lasting changes to lifestyles as a result of the COVID-19 pandemic. As defined by the Ministry of Health (Singapore), telemedicine refers to the provision of healthcare services over physically separate environments via information technology, and it includes the exchange of information for clinical purposes between healthcare providers and patients through text messaging, web or mobile applications. In this Update, we discuss the regulatory framework in respect of telemedicine in Singapore and highlight some issues that healthcare providers, employers and patients should note in the implementation of telemedicine.Singapore | Healthcare | 08 June 2020
Temporary Relief Measures for Tenants and Landlords, Purchasers and Developers in COVID-19 (Temporary Measures) (Amendment) Act 2020 (Updated 11 August 2020)
The COVID-19 (Temporary Measures) Act 2020 ("principal Act") provides for, among other things, targeted and temporary reliefs for individuals and businesses that are unable to perform certain contracts due to the uncertainties brought about by COVID-19.
On 5 June 2020, the COVID-19 (Temporary Measures) (Amendment) Bill 2020 was passed in Parliament. The COVID-19 (Temporary Measures) (Amendment) Act 2020 ("Amendment Act") aims to revise the principal Act to provide for, among other changes, relief measures relating to tenants, landlords and intending purchasers, including a framework for rental relief. On 31 July 2020, the provisions in the Amendment Act setting out these relief measures as well as the statutory limit on the amount of late payment interest and charges for arrears under certain prescribed contracts came into force. In this Update, we share with you the key features of the provisions of the principal Act and the subsidiary legislation that deal with these measures.
Temporary Relief Measures for Tenants and Landlords, Purchasers and Developers in the COVID-19 (Temporary Measures) Amendment Act 2020 (Updated 7 July 2020)
On 5 June 2020, the COVID-19 (Temporary Measures) (Amendment) Bill 2020 was passed in Parliament. The COVID-19 (Temporary Measures) (Amendment) Act 2020 ("Amendment Act") was gazetted and came into force partially on 20 June 2020. The Amendment Act amends the COVID-19 (Temporary Measures) Act 2020 to provide for, amongst other changes, relief measures relating to tenants and landlords, purchasers and developers by the ongoing COVID-19 pandemic, including a framework for rental relief. These changes have yet to come into force.
On 7 July 2020, the Ministry of Law released a note on the rental relief framework in the Amendment Act, providing further details on the entitlement to rental relief and the relevant relief mechanism. The Ministry of Law has also indicated in this note that the rental relief provisions in the Amendment Act will come into force by end-July 2020.
We earlier issued a Client Update highlighting the key measures in the Amendment Act relating to tenants and landlords, intending purchasers and developers. The write-up has since been updated to reflect the clarifications provided by the Ministry of Law and to keep you in the know on the latest information.Singapore | Real Estate | 10 July 2020
In response to the commercial difficulties caused by the COVID-19 pandemic, the Resilience Budget was announced to grant property tax rebates for qualifying properties for the period of 1 Jan 2020 to 31 Dec 2020. While the owners of such properties would receive the rebate, owners are expected to pass on the benefit of the rebate to their tenants, if any.
On 13 May 2020, the COVID-19 (Temporary Measures) (Transfer of Benefit of Property Tax Remission) Regulations 2020 ("Regulations") came into operation. The Regulations provide further details on how owners are to pass on the rebate, including: (i) the formulae for determining the prescribed amount of benefit that must be passed on to the tenant; (ii) the prescribed manner and time for passing on the benefit; and (iii) the information to be provided to the tenant. In this Update, we highlight the key points of the Regulations that property owners should take note of.Singapore | Real Estate | 15 May 2020
On 13 May 2020, the Government announced amendments to the COVID-19 (Temporary Measures) Act and the COVID-19 (Temporary Measures) (Temporary Relief for Inability to Perform Contracts) Regulations 2020 (collectively, "Updated Regulations"). The new amendments allow property purchasers of a unit in a housing accommodation from housing developers to obtain temporary relief for their inability to perform their obligations under:
• an option given by a housing developer to an intending property purchaser, and/or
• a sale and purchase agreement between a housing developer and a property purchaser
This Update highlights the key features and implications of the Updated Regulations.Singapore | Real Estate | 15 May 2020
Temporary Relief Measures against Disruptions Caused by COVID-19 and 'Circuit Breaker' Measures for Eligible Property Developers & Married Couples
On 6 May 2020, the Singapore Government announced temporary relief measures for eligible property developers and married couples affected by the COVID-19 'circuit breaker' measures. Eligible property developers will be granted six months' extension of time to comply with the regulatory and authority-imposed timelines / deadlines, including completing the construction of the development projects and selling the units being built, while eligible married couples purchasing a second residential property will be granted an additional six months to sell their first residential property so as to be eligible for a remission of the Additional Buyer’s Stamp Duty paid on the second property. In this Update, we look at the key elements of these temporary relief measures, as well as their efficacy for property developers.
Singapore | Real Estate | 08 May 2020
On 27 April 2020, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Management Corporations, Subsidiary Management Corporations and Collective Sale Committees) Order 2020 ("Order") was issued to provide for alternative arrangements for the following types of meetings to be conducted by electronic means:
• General meetings of management corporations ("MCs");
• General meetings of subsidiary management corporations; and
• Meetings of collective sale committees ("CSCs").
There are difficulties in conducting general meetings for collective sales (commonly known as en bloc sales) and meetings of CSCs in a manner prescribed in the Land Titles (Strata) Act while the control and elevated safe distancing measures are in place to prevent the spread of COVID-19.
The Order, which is deemed to be in force from 27 March 2020, allows such meetings to be conducted, wholly or partially, by electronic means from 27 March 2020 to 30 September 2020. With the exception of meetings of CSCs, they may also be deferred to a date no later than 30 September 2020.
This Update focuses on the key issues to note for holding a general meeting of a MC for the purpose of a collective sale and a CSC meeting by electronic means pursuant to the alternative arrangements set out in the Order.Singapore | Real Estate | 04 May 2020
A suite of relief measures has been rolled out by the Government through the Unity Budget, the Resilience Budget and the Solidarity Budget given the COVID-19 outbreak. Amongst other things, the measures include property tax rebates for owners of eligible properties and rental waivers for tenants of Government agencies. To supplement these measures, the Government, on 7 April 2020, passed the COVID-19 (Temporary Measures) Act 2020 ("Act"). The Act provides targeted and temporary relief for parties that, due to the ongoing COVID 19 outbreak, find themselves unable to perform obligations under the scheduled contracts. This Update provides a summary of these measures and their impact on property owners and tenants.Singapore | Real Estate | 08 April 2020
Life seems unlikely to return to normal anytime soon as the COVID-19 pandemic continues to swirl around the globe, particularly for some key sectors such as aviation and tourism. As certain support lifelines provided for in the past four Budgets draw close to their expiry dates without significant alleviation of the need for them, there have been stirrings of unease among businesses and workers.
On 17 August 2020, the Deputy Prime Minister and Minister of Finance, Mr Heng Swee Keat, released a Ministerial Statement setting out further financial support measures to help workers and businesses stay afloat in the short term and adapt by seizing growth opportunities in a COVID-19 world.
This Update will focus on the measures targeting businesses and workers, which can be broadly categorised into the following:
- Extension of the existing Jobs Support Scheme ("JSS");
- New Jobs Growth Incentives scheme to encourage hiring of locals;
- Supporting workers; and
- Sector-specific relief for aviation, tourism, and startups.
On 23 July 2020, it was announced that the Insolvency, Restructuring and Dissolution Act 2018 ("IRDA"), together with 48 pieces of subsidiary legislation, will come into operation on 30 July 2020.
The IRDA is a significant piece of legislation and its implementation is set to effect major changes in the restructuring and insolvency regime in Singapore. Businesses and insolvency practitioners should be aware of the impending changes and the potential impact on the industry. It should also be noted that the COVID-19 pandemic has resulted in certain temporary measures which affect the operation of the insolvency framework.
This Update highlights the key elements of the IRDA, as well as the COVID-19 related measures which relate to personal and corporate insolvency.Singapore | Support Measures | 24 July 2020
With the end of the circuit breaker period on 1 June 2020, the Singapore government has laid out a three-phase approach towards the resumption of normality. Phase One commenced on 2 June 2020 and is expected to last for at least four weeks, although this will be reassessed in mid-June 2020 with a view to shortening it. It is marked by a restart of some economic activities that do not pose a high risk of transmission, such as manufacturing and office work. Telecommuting must still be adopted to the maximum extent. Some major sectors, such as retail and dining-in, will not be permitted to reopen until Phase Two.
As progression to the next phase depends on the COVID-19 situation rather than a fixed timeframe, many businesses remain uncertain as to when they can reopen. On 26 May 2020, the Minister of Finance Mr Heng Swee Keat ("DPM Heng") announced the fourth Budget, christened the Fortitude Budget, to provide further relief in these times of economic uncertainty.
In this Update, we cover key aspects of the Fortitude Budget that relate to employers, tenants, and businesses.Singapore | Support Measures | 05 June 2020
In response to the COVID-19 pandemic, Singapore has introduced a number of control and safe distancing measures progressively to manage the spread of COVID-19, and to provide relief to individuals and businesses affected by the outbreak. Under the COVID-19 (Temporary Measures) Act 2020 ("Act"), the Minister for Health has issued the COVID-19 (Temporary Measures) (Control Order) Regulations 2020 ("Regulations"), which seeks to minimise the movement of and interaction between individuals with effect from 7 April 2020. As part of Singapore's circuit breaker efforts to pre-empt the increasing trend of local transmission, the Regulations have been progressively updated with enhanced measures. The Regulations are stated to be in force until 4 May 2020 and may be extended if necessary; on 21 April 2020, Prime Minister Lee Hsien Loong announced that the circuit breaker period would be extended until 1 June 2020.
The Singapore Parliament has also introduced legislative provisions in the Act that will afford temporary relief from actions for parties unable to perform their contracts, repay loans or pay rent due to COVID-19 events, and will increase the monetary thresholds and time limits for insolvency and bankruptcy. In addition, the Government has introduced various initiatives to provide financial support for businesses and individuals during this time, including the Unity Budget, the Solidarity Budget, the Resilience Budget together with further support measures for businesses to cover the prolonged circuit breaker.Singapore | Support Measures | 30 April 2020
On 21 April 2020, the Singapore Government announced that the original circuit breaker measures ("Measures") lasting from 7 April to 4 May 2020 would be extended to 1 June 2020 (inclusive), totalling eight weeks of such Measures. These Measures include the closure of all non-essential businesses, which has since been further tightened such that only 15% of the usual workforce continues to physically attend at their workplaces.
The Solidarity Budget (covered in our earlier Client Update titled "In Solidarity: Third Budget to Support Businesses through COVID-19 Circuit Breaker Measures") announced several relief measures to assist employers in retaining their workforce. This has now been extended to cover the full circuit breaker period, and includes the enhanced Jobs Support Scheme ("JSS") and a second Foreign Worker Levy ("FWL") waiver and rebate.
This Update covers the above, as well as a further announcement from the Ministry of Manpower ("MOM") on its requirements of employers which may affect the receipt of the JSS and FWL payouts.Singapore | Support Measures | 29 April 2020
On 3 April 2020, Singapore announced that she was moving to implement circuit breaker measures to control the spread of COVID-19. As covered in our earlier Client Update, these circuit breaker measures include school closures and shutdowns for all businesses except those providing essential services, and will remain in place from 7 April 2020 to 4 May 2020 (both dates inclusive).
To alleviate the hardship consequent upon business closures, the Deputy Prime Minister and Minister for Finance, Mr Heng Swee Keat, announced the S$5.1 billion Solidarity Budget on 6 April 2020, of which S$4 billion will go towards supporting businesses and workers.
This Update discusses the additional support provided for businesses, which includes measures such as further enhancements to the Jobs Support Scheme and rebates for foreign worker levies paid in 2020. It also covers other relief measures employed by the Monetary Authority of Singapore ("MAS") to assist small and medium enterprises ("SMEs") with continued access to bank credit and insurance cover, and to ensure interbank funding markets remain liquid and well-functioning.Singapore | Support Measures | 08 April 2020
The economic fallout from the COVID-19 shockwave places many companies at financial risk. As governmental authorities formulate and roll-out new support measures intended to throw companies a lifeline, the Lex Mundi full-service member firms have come together to provide a snapshot of the policies implemented and announced in 104 jurisdictions.
In this wide-reaching report, the content for each jurisdiction is provided locally, by experts on the ground steeped in the local legal business culture. The guide gives a quick and comparative reference for the policies and measures across the respective jurisdictions.
Our Competition & Antitrust and Trade Practice contributed to the Singapore chapter of this guide, which will be regularly updated to take into account changes and additions to the measures announced thus far. If you have any question, do not hesitate to contact Ms Kala Anandarajah (email@example.com).Singapore | Support Measures | 03 April 2020
Since the announcement of Budget 2020 (also known as the Unity Budget) a bare five weeks ago, the Deputy Prime Minister and Minister of Finance, Mr Heng Swee Keat, has unveiled the S$48 billion Resilience Budget on 26 March 2020 to help Singapore weather the "mighty storm" of COVID-19. In a mark of the extraordinary times, this is only the second time that Singapore's reserves have been drawn on in her history.
Apart from the relief measures that directly assist households, the Resilience Budget sets aside funds to implement new schemes and enhance existing ones to support businesses in these crippling times. Key measures are elaborated on below, together with a consolidation of recent non-Budget measures implemented by the Ministry of Manpower ("MOM") to provide relief to employers to cope with manpower issues.
As part of the DORSCON Orange risk assessment, organisations have started implementing precautionary measures to minimise the risk of further transmission of COVID-19, including requiring visitors and employees to fill in health declaration forms to enable ease of contract tracing. When implementing these measures, organisations should be aware that large amounts of personal data may be amassed, and hence should pay particular attention in complying with the Personal Data Protection Act 2012 ("PDPA"). The Personal Data Protection Commission has released an "Advisory on Collection of Personal Data for COVID-19 Contact Tracing" on 13 February 2020 ("Advisory") to provide some guidance in this regard. In this Update, we look at the key aspects of the Advisory and how organisations can ensure compliance with the PDPA.Singapore | Technology & Data Privacy | 12 March 2020
On 7 April 2020, a Joint Ministerial Statement was issued by Singapore, Australia, Brunei Darussalam, Canada, Chile, Lao PDR, Myanmar, New Zealand and Uruguay regarding their collective response to combat COVID-19 and its repercussions on trade disruptions. In this Update, we highlight the commitments by the countries to maintaining open and connected supply chains, and to working closely to identify and address trade disruptions with ramifications on the flow of necessities.Singapore | Trade | 07 April 2020
With effect from 1 October 2020, the Ministry of Manpower will require all employment agencies in Singapore ("EAs") to comply with the fair recruitment requirements set out in the Tripartite Guidelines on Fair Employment Practices ("TGFEP") when recruiting on behalf of their clients. The TGFEP contains fair and merit-based employment guidelines that all Singapore-based organisations are expected to abide by.
These new guidelines will be imposed as new licensing conditions on the EAs, and non-compliance may result in demerit points, suspension or revocation of an EA licence or prosecution.
This Update highlights the new licence conditions that EAs must comply with to ensure fair hiring.Singapore | Workplace & Employment | 26 June 2020
On 29 May 2020, the Employment (Returns on Salary Reduction Measures) Notification 2020 ("Notification") came into effect. The Notification requires any employer with more than 10 employees who intends to reduce operating expenses by implementing measures that result in the reduction of salary of any employee to submit a return to the Commissioner for Labour in a prescribed form within the prescribed period.
The Ministry of Manpower has earlier issued an advisory titled "Advisory on salary and leave arrangements during Circuit Breaker" that among other things, set out notification requirements for cost-saving measures with salary reductions during the circuit breaker from 7 April 2020 to 1 June 2020. The Notification applies to employers in Singapore with effect from 29 May 2020.
This Update outlines the requirements in the Notification.
Singapore | Workplace & Employment | 29 May 2020
Following the Multi-Ministry Taskforce's announcement that the circuit breaker measures would be progressively-eased over the coming weeks, the Tripartite Partners have issued Safe Management Measures on 9 May 2020 ("Measures") for employers to establish a system to ensure a safe work environment and minimise the risks of further outbreaks. The Measures issued by the Tripartite Partners must be implemented by employers which are allowed to resume operations, including employers allowed to operate during this period and those permitted to do so after 12 May 2020. For employers resuming operations after the end of the circuit breaker period, the Measures must be in place before they can resume operations at the workplace. An outline of the Measures is set out in this update.Singapore | Workplace & Employment | 13 May 2020
On 1 April 2020, the Infectious Diseases (Workplace Measures to Prevent Spread of COVID-19) Regulations 2020 ("Regulations") were issued to give legal force to prevention measures against the spread of COVID-19 at the workplace. The Regulations apply throughout the control period of 2 April 2020 to 30 April 2020, inclusive of both dates. Its rapid implementation indicates the gravity of the current situation and the government's determination to ensure compliance. The Regulations apply to employers, principals, and occupiers, and set out prevention measures against the spread of COVID-19 to be put in place at the workplace, including safe distancing and telecommuting.
[Note: Following the Singapore Government announcements on 3 April 2020, new enhanced safe distancing measures will take effect on 7 April 2020. This relates most importantly to the need to work from home. The measures have been significantly tightened, with the critical point that “reasonably practicable” has been removed. The measures critically result in the requirement to close all workplace premises and retail outlets except for certain specified essential services. Non-compliance will result in an offence. This Update must thus be read with reference to these new measures.]
Latest - Tripartite Advisory on Managing Excess Manpower and Responsible Retrenchment in View of COVID-19
In view of COVID-19, the Ministry of Manpower, the National Trade Union Congress and Singapore National Employers Federation issued an update to their Advisory on Managing Excess Manpower and Responsible Retrenchment ("Advisory") on 11 March 2020. The Advisory sets out possible measures to manage excess manpower and is intended to help employees continue to retain a job amidst a likely prolonged difficult period even as employers work towards keeping their businesses and employees' jobs viable. We highlight some of these updates below.Singapore | Workplace & Employment | 17 March 2020
The COVID-19 outbreak across the world has had a major impact on the economy in many countries, with the Ministry of Trade and Industry downgrading Singapore's 2020 GDP growth forecast to -0.5% to 1.5% on 17 February 2020. With the economy and businesses taking a beating, all quarters in Singapore are holding on to the hope that the situation in Singapore will stabilise soon. The Singapore Government has taken a practical approach to contain the spread of the virus while urging the public to continue business as usual where possible.
As businesses adapt to the evolving situation, we address some frequently asked questions on an employer's obligation to comply with the Singapore Government's defensive measures and to provide a safe workplace for their employees while maintaining business continuity.
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