Adrian Tan

In Re Fullerton Capital Limited (in liquidation) [2024] SGHC 155, the High Court of Singapore recognized the BVI liquidation of Fullerton Capital (FCL) as foreign main proceedings pursuant to the UNCITRAL Model Law on Cross-Border Insolvency. This judgment is significant for cross-border insolvency practitioners, providing comprehensive analysis and guidance on several critical issues. Setia Law LLC's Wern-Jhien Yam and Ian Mah successfully acted for the joint liquidators. 💡 Key Highlights: (1) COMI Determination: The court's in-depth examination of the Centre of Main Interests (COMI), where the location and nature of the debtor's business has been found to be "indeterminate", is particularly noteworthy. (2) Broad Discretion under the Model Law: The court demonstrated its wide-ranging powers to order disclosure and examination under the Model Law. Notably, these orders were granted even against parties involved in ongoing litigation with the company, ensuring comprehensive support for the liquidators' investigations while imposing appropriate safeguards. This decision underscores the robust framework provided by the UNCITRAL Model Law on Cross-Border Insolvency and its effective application in Singapore. For more detailed insights, please refer to the full article on Global Restructuring Review: https://lnkd.in/gDD-5MWX Access the full judgment here: https://lnkd.in/gQv7J_NN #LegalUpdate #InsolvencyLaw #CrossBorderInsolvency #BVI #Singapore #COMI #SetiaLaw

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TKQP is proud to be the exclusive contributor for Legal 500: Restructuring & Insolvency Country Comparative Guide in Singapore. Check out the chapter authored by Eddee Ng and Keith Tnee at https://lnkd.in/g2shwn5Q. #legal500 #singaporelaw #restructuring #insolvency

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Happy to know that DBS bagged 2 awards at the Financial Times Asia-Pacific Innovative Lawyers Awards 2024: ✅Top 10 Innovative In-house Legal Teams Asia Pacific 2024 ✅Winner in Gen AI category https://lnkd.in/gGPTVjsZ AI/Gen AI has huge potential to transform and augment the way we work and live. On the other hand, I’m convinced that AI/Gen AI will not replace human beings because like all technologies it does not have a heart or soul - even though it imitates (and in fact way surpasses) the intelligence of the human mind. We should harness the potential of AI/Gen AI to serve the greater good while putting in place safeguards to address risks e.g. hallucinations that Gen AI can be prone to. At the same time, it will do us good to be even better at our unique competitive advantage as humans - sentience (ability to feel and perceive), empathy and compassion - that can never be replaced by technology. 🧠❤️

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In a landmark decision on insolvency law, the General Division of the Singapore High Court has held that legal and equitable set-offs are not available against a company in liquidation, and that insolvency set-off is the only form of set-off that can be asserted against an insolvent company. It was also held that counterclaims which do not amount to insolvency set-off fall within the scope of the insolvency moratorium.   Our Partners Ong William and Bik Wei Lee acted for the plaintiffs in Park Hotel CQ Pte Ltd (in liquidation) v Law Ching Hung and Park Hotel Management Pte Ltd (in liquidation) v Law Ching Hung [2024] SGHC 105. As a result of their efforts, an issue which has been the subject of academic commentary has been settled.   For their analysis of the outcome, read their article below.   #allenandgledhill #singapore #insolvency #landmark #decision #law 

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In the recent decision of Re Primlaks (H.K.) Ltd (in Liquidation) [2024] HKCFI 752, the Hong Kong court held that in adjudicating proofs of debt based on a default judgment, a liquidator may go behind the judgment in the event of fraud, collusion or miscarriage of justice. Where a proof of debt is based on a default judgment, the ground of miscarriage of justice is particularly relevant since a default judgment involves a one-sided presentation of facts, the objectivity and accuracy of which could be subject to challenge or further scrutiny. In particular, the court held that the liquidator need not challenge the judgment prior to looking behind it. In this case, the court found it sufficiently clear that the liquidators’ case was based on an alleged miscarriage of justice in a default judgment. The court agreed with the liquidators that there was good reason that the default judgment ought not to have been granted. The petitioner failed to introduce sufficient evidence to discharge their burden of proving that the alleged loans were genuine debts. Furthermore, the available contemporaneous documents show information that directly contradicted the petitioner's claim. As such, the liquidator's decision to reject the petitioner's claim was confirmed and dismissed the petitioner's application with costs. Read more here: https://lnkd.in/ge_sB6Rv The views expressed in the article belong solely to the author(s) of the article and does not necessarily represent the views of INSOL or INSOL Asia Hub. All content presented on LinkedIn by INSOL Asia is for the benefit and interest of the restructuring and insolvency community, and for general informational purposes only, and INSOL makes no representations as to the accuracy or completeness of any information contained in the article. INSOL posts do not constitute legal advice. Credits: Dentons Hong Kong LLP, Keith Brandt, Henry Li #insolvency #restructuring #hongkong

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Two to tango? Court of Appeal considers whether #declaration of non-liability in arbitral award should be set aside due to lack of “dispute”   In CMBICDHAW Investments Limited v CDH Fund V Limited Partnership & Ors [2024] HKCA 516, the plaintiff had commenced a High Court action (“HCA”) against individuals who were agents of the 1st and 2nd defendants, alleging that two individuals had by fraudulent misrepresentation induced the plaintiff to enter into a co-investment agreement (“Agreement”) with the 1st and 2nd defendants. The Agreement contained an arbitration clause. The 1st and 2nd defendants (together with another corporate entity, and the two individuals) commenced arbitration proceedings against the plaintiff, seeking inter alia a declaration of non-liability in respect of the allegations made in the HCA.   The Court of Appeal had to determine de novo whether, in the above circumstances, there existed a “dispute” between the contracting parties, falling within the scope of the arbitration clause, such as to engage the arbitrator’s jurisdiction.   Coleman J, giving the Judgment of the Court, reviewed the relevant principles in determining this issue. He noted that in the #arbitration context, the term “dispute” should be construed inclusively and not overly legalistically. It is unnecessary for there to be a “claim” in the sense of a legal claim / cause of action, as long as there was an assertion by one party which was not accepted by the other. The time for determining when a “dispute” has arisen is at the commencement of the arbitration.    While the Court did not rule out the possibility that there could be a “dispute” even where non-contractual claims or assertions are made against a third party who is a stranger to the arbitration agreement, each case would turn on its own facts. On the circumstances of the present case, where the plaintiff had not made claims or assertions of wrongdoing against the 1st and 2nd defendants, the Court held that there was no relevant “dispute” to engage arbitral jurisdiction.   The full judgment can be viewed here: https://shorturl.at/OTYsf   Benjamin Yu SC, Sara Tong SC and Keith Chan, instructed by Guantao and Chow Solicitors and Notaries, acted for the Defendants.

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Harry Elias Partnership LLP Partner and Head, Corporate and Financial Services Claudia Teo was featured in a Straits Times article titled “SGX Regco proposes rule change to get firms to act on meetings called by shareholders”. Commenting on the proposed changes, Claudia said: “These proposals will give shareholders greater confidence in the requisition process if they are more certain that the measures will help see to it that the extraordinary general meeting is announced and conducted rather than defeated on technicalities. This will augment shareholder activism in voicing their concerns for the direction of the company.” Claudia noted that shareholder-requisitioned meetings are often complicated by the companies seeking to delay the conduct of the meeting using various technicalities and procedural roadblocks. She added: “For instance, the company may refuse to announce receipt of a notice of meeting received from requisitionists on the basis that it is ‘seeking legal advice on the matter’. They may also deny shareholders access to the register of shareholders or subject such access to overly formalistic or legalistic processes.” Read in full: https://lnkd.in/ggEnPPMN

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Hong Kong law firm CFN Lawyers has hired veteran dispute resolution lawyer Bonita Chan as a partner from Anthony Siu & Co, which operates in association with the PRC’s Jia Yuan Law Office. The move is aimed at strengthening CFN’s cross-border commercial dispute expertise, the firm told ALB. Chan brings to CFN Lawyers over 25 years of experience in complex commercial litigation and arbitration, focusing on cross-border disputes. Her expertise spans areas including corporate and shareholder conflicts, employment, banking and securities-related litigation, complex commercial crime and contentious regulatory matters and SFC investigation. Over her career, Chan has represented multinational corporations, financial institutions, and high-net-worth individuals in high-stakes cases across various jurisdictions. "With solid and extensive experiences in litigation and arbitration, particularly involving cross-border commercial disputes, Bonita brings a wealth of knowledge and expertise that will enhance our capabilities and strengthen our commitment to providing exceptional legal services to our clients,” the firm said. 🔗Sarah Wong has more details: https://lnkd.in/gJkXpecx

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S$2.5 million composition penalty, and a reprimand to the CEO and COO for AML/CFT breaches. Amongst other breaches, the company had failed to perform customer due diligence ("CDD") before establishing business relations. Instead, their usual practice was to commence business relations with their customers before CDD was completed. The CEO and COO were also reprimanded for failing to, over a period of 4 years, ensure regular audits were conducted to assess the effectiveness of the company's AML/CFT controls. Best to seek legal advice on having adequate AML/CFT measures before it is too late. The legal fees are also definitely way less than S$2.5 million! Full article - https://lnkd.in/gARMFz-8

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Interlaw Ltd.’s Singaporean partner firm CNPLaw LLP has published an article on the city state’s corporate #insolvency rules, and the ‘breathing space’ the judicial management regime affords companies unable to pay their debts. https://bit.ly/48YXLVM #worldofexperience

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On 13 March 2024, the Court of First Instance of the High Court ("Court") in A v B and others [2024] HKCFI 751 refused to enforce an arbitral award on the ground that the arbitrator had failed to give reasons. Please find below a detailed analysis accompanying the article, authored by our Partner, Nathan Dentice, and trainee solicitor, Celine Chen, for further information. #MinterEllisonLLP #Disputeresolution #Internationalarbitration

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On 30 April 2024, the Hong Kong Stock Exchange (HKEX) published the April 2024 edition of its Enforcement Bulletin which provides helpful guidance on its latest enforcement focus on listed issuers’ common misconduct in loans, advances, and other similar arrangements. It serves as a firm reminder to listed issuers and their directors that they should critically review any existing or contemplated lending arrangements in light of the HKEX’s expectations and shore up any potential deficiencies in their existing practice. In recent years, the HKEX, along with the Securities and Futures Commission and the Accounting and Financial Reporting Council, have placed a strong emphasis on monitoring the conduct of listed issuers and directors in the handling of financial arrangements. It is expected that the regulators will continue to closely scrutinize the disclosures and annual reports of listed issuers. Parallel investigations and disciplinary actions may ensue for listed issuers and directors who fail to properly comply with the regulatory requirements. In our latest client update, we share our views on the key takeaways form the HKEX’s latest Enforcement Bulletin. https://lnkd.in/g64j89Ud

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Ironbridge Legal's, Trevor Withane (卫卓恩) and Vivian Ziwei He, successfully obtained an order from the Australian Federal Court that Hong Kong Bankruptcy Trustees pay security for costs (which is the first known order of this kind in Australia) and which narrowed-down an order for production. Arab v Pan, in the matter of Pan (No 3) [2024] FCA 563 marks a pivotal development in the realm of cross-border insolvency and bankruptcy. This case underscores the critical importance of precision in drafting orders for production and the availability of security for costs for the benefit of the recipient of such orders. https://lnkd.in/gRCbBDW2

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Clyde & Co Clasis Singapore and KPMG Singapore, in collaboration with the SCCA - Singapore Corporate Counsel Association, hosted an event on Investment Treaty Arbitration and Cross Border Investigations, where Clyde & Co's Prakash Pillai, Prof Loukas Mistelis FCIArb, Junxiang Koh and KPMG's Owen Hawkes discussed: ⚖ The Investment Arbitration Regime: Challenges and Opportunities - Brief history: from a depoliticised system to a (European) contested area - The nuts-and-bolts: a quick guide of what you need to know - BITs, FTAs and other IIAs - The emergence of Singapore as a seat and the leadership role of Asian States - Case study: opportunities for Singaporean investors – claims for AT1 bondholders ⚖ Due Diligence, Investigations and ISDS: Quest for Legitimacy - ESG and ISDS - Investigations in the context of ISDS - Forensic experts and quantum issues Get in touch to receive updates on future events 👉 [email protected] #InvestmentTreaty #CrossborderInvestigations #Arbitration

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