Commercial Practice Contents

Commercial Practice Contents

1.

Setting up a company a. table of life cycle b. relevant legislation c. types of business entitles available i. pros and cons ii. other relevant considerations d. general pre-registration requirements e. incorporating a company i. types of companies ii. relevant areas of advice 1. local a. name b. MA and the rest of the incorporation transaction 2. foreign 3. govt approvals 4. immig formalities 5. income tax iii. incorporation of local company iv. incorporation of foreign company 1. foreign branch/ local subsidiary/registered office 2. ‘carrying on business’ v. public company vi. companies limited by guarantee f. Incorporating a business g. LLPs

2.

corporate loans a. the right precedent b. types of loans c. the facility agreement i. facility ii. standard provisions d. security i. types ii. security documents 1. stamp duty e. registration and perfection f. searches g. approvals h. legal opinions i. considerations when handling finance transactions i. companies act and bankruptcy act ii. insolvency iii. finance companies act iv. MA of borrowing company v. Dealings with listed companies j. Raising funds from offering of securities

3.

joint ventures a. nature of joint venture b. reasons c. vehicles

d. e. f. g.

h.

i. company ii. partnership iii. LLPs iv. Consortium Miscellaneous considerations Role of the lawyer Implied rights and obligations arising from JVA Transfer of employment s18A EA Methods/ techniques in joint venture i. Ali baba arrangements ii. Steps to conclude venture 1. prelim agreements 2. cloak of confid - Lock out agreements 3. documentation prior incorporation 4. JVA clauses a. contract vs articles b. basic clauses 5. final steps

4.

takeovers a. Applicable Laws b. Regulatory Bodies i. SIC 1. offences related to takeovers 2. Take-over Code a. Scope b. Common terms and definitions c. General principles ii. SGX c. Takeovers in general d. Types of Take-overs i. Mandatory Offer ii. Voluntary Offer iii. Partial Offer iv. Reverse Take-over v. Competitive Offer e. The chain principle f. Offer timetable g. Frustration of offer h. Unsuccessful takeovers i. Financing takeover j. Compulsory Acquisition k. Suspension of listing

5.

acquisitions a. Methods of Acquisition i. shares ii. assets b. Shares or Assets i. whether buyer buys more than one business? ii. Merger of Operations iii. Joint venture iv. Preservation of Status Quo v. Parties 1. means of acquisitions

c.

d. e. f.

2. triggering of takeover code Acquisition of Shares – Additional Issues i. Financial assistance ii. Issue of shares validity iii. Liabilities iv. Consents from Third Parties Tax Savings Documentation Case study

6.

Bankruptcy law in Singapore a. Causes of bankruptcy b. Objectives of the bankruptcy regime i. Prebankruptcy – voluntary arrangements c. Role of the Official Assignee d. Bankruptcy Petitions - Creditor’s & Debtor’s Petition i. OA prima facie administrator ii. Trustee in bankruptcy iii. Jurisdiction of the court e. Conditions and Grounds for Presentation of Petition i. Who can present 1. creditors 2. debtors ii. s60 conditions iii. grounds of petition section 61 iv. s62 presumption f. procedures in bankruptcy proceedings i. statutory demand ii. appeal against bankruptcy order iii. s158 general vindicating provision g. Effect of Bankruptcy on Creditors h. Effect of Bankruptcy on Debtor i. Bankruptcy offences i. Maximizing recovery of assets i. Powers of OA ii. Assets realized j. How to Get Out of Bankruptcy

7.

Corporate recovery a. Overview

b.

Liquidation/winding up i. ii. iii. iv. v. vi.

What winding up is purpose Reasons for termination 2 forms test of insolvency who can be liquidator 1. role of Official receiver 2. powers of liquidator a. provisional liquidators b. appeal against liquidator vii. general statistics

viii. ix.

x. xi. xii. xiii. xiv. xv.

8.

Procedure for winding up effects of liquidation 1. date of commencement 2. effect on property and legal proceedings 3. share transfers 4. company officers 5. effect on rights of creditors as to execution 6. execution process 7. landlords 8. secured creditors 9. antecedent transactions – clawback 10. fraudulent transactions 11. retention of title clauses 12. right to set off 13. limitations 14. business operations of company 15. effect on floating charges 16. employees range of creditors proof of debt interest distribution of dividends release of liquidator dissolution of company

c.

Receivership i. Reasons for insolvency ii. The receiver iii. Other preliminaries to appointment iv. Receivership vs liquidation v. Types of security that receiver to realize vi. Powers of receivership vii. Realization of assets by receiver viii. Duty of care (towards other creditors) ix. Effect of receivership

d.

Judicial Management i. Purpose ii. Circumstances in which application can be made iii. Who can make application iv. Restrictions v. Who can be judicial managers vi. Powers and duties of a judicial manager vii. Effects of judicial management viii. Protection of creditors or shareholders

admiralty practice a. Types Of Claims b. Categories Of Claims For Which Ships Can Be Arrested c. Maritime Claims For Ships Which Cannot Be Arrested d. Advantages Of Commencing An In Rem Action e. Ship Watch And Renewal Of Writ f. Procedure For The Arrest Of Ships g. Differences Between A Statutory Lien And A Maritime Lien - impt h. Requirements Under Section 4(4) Of The High Court (Admiralty Jurisdiction) Act i. Problems Relating To Arrest

j. k.

Post judgement arrests and possessory liens How To Secure Release Of The Vessel (practical pt) i. bails, security, wording to be agreed etc l. Caveats m. Wrongful Arrest n. Judgment And Sale o. General Order Of Priorities p. Comparing Arrest Remedy With Mareva Injunction - Substantive And Procedural 9.

Arbitration a. Legislation and hearing b. Reasons for arbitration c. Definition of arbitration d. Juridical seat e. Arbitration agreement f. Appointment of arbitrators g. Fees of arbitrators h. Stay of legal proceedings i. Commencement of arbitration proceedings j. Jurisdiction of arbitral tribunal k. Prehearing l. Arbitral proceedings m. Other powers of tribunal n. Removal of arbitrators o. Award i. Form and contents ii. Correction or interpretation of award iii. Powers of court regarding awards iv. Appeal against award 1. case law and section 49 2. other provisions affecting appeal p. misc provisions on proceedings q. confidentiality r. mediation and arbitration s. government t. transitional provisions

10. Credit and security a. Mortgages i. Chattels

Security

Credit

b.

c. d.

e. f. g. h. i. j.

ii. Land: Sale & Requisition Life Insurance i. Trust Policies – s73 CLPA Lien, Pledge, Hypothecation and Charge and bill of sale i. Debentures (Fixed charges, floating charges and receivership) Letter of Guarantee Bills of exchange Banks and Banking i. Crossed Cheques & Forgeries Promissory notes Banker’s drafts Documentary Letters of Credit Company docs and financing