August 30, 2016

RHTLaw Taylor Wessing Deputy Managing Partner and Head of Corporate Practice Azman Jaafar authored an article titled “Asean’s regional integration: Look beyond the South China Sea” for The Business Times

RHTLaw Taylor Wessing Deputy Managing Partner and Head of Corporate Practice Azman Jaafar authored an article titled “Asean's regional integration: Look beyond the South China Sea” for The Business Times. The article was first published in The Business Times dated 30 August 2016. Asean's regional integration: Look beyond the South China Sea SMEs in Singapore have reason to stay the course on the Asean Economic Community despite simmering South China Sea tensions. Source: The Business Times © Singapore Press Holdings Ltd. Date: 30 August 2016 Author: Azman Jaafar Recent developments have not been too kind to Asean's efforts towards regional economic integration, but small and medium enterprises (SMEs) in Singapore should not lose faith in the region and the vision of the Asean Economic Community (AEC). The Brexit vote in the United Kingdom and anti-globalisation rhetoric from the United States may have indirectly affected Asean's integration efforts by making the political conditions for integration more challenging. Asean's recent struggle to find common ground in the South China Sea dispute has raised questions about the unity and political will of Asean leadership. Despite the challenges, there is a silver lining in these developments. We must understand that Asean is a unique regional grouping unlike the European Union (EU). Asean member states retain national sovereignty. Asean does things the "Asean Way", with consultation and consensus as its central pillars. Without unanimous agreement, no decision or action will be made or taken by Asean. Despite criticisms, the Asean Way has been credited with fostering close economic and socio-political cooperation in a region that is far more diverse in culture, religion and ethnicity than any other part of the world. Over the course of time from its inception in 1967, Asean has emerged as the most successful regional economic cooperation outside of the EU with trade growing from US$123.8 billion in 1995 to US$609 billion in 2013. The perceived lack of political clout in relation to the South China Sea dispute should not be confused as a lack of political will to pursue the agenda of economic integration. Asean leaders recognise the economic benefits that regional integration will bring to its people. It is only a question of when - and not if - the AEC will be fully implemented. To this end, Asean has given itself to the year 2025 to achieve the vision of a highly integrated and cohesive regional economy. SMEs in Singapore should remain confident of the positive outlook in the region. The Asean leadership has shown its commitment in pursuing deeper regional integration by constantly seeking ways to improve connectivity. Action plans issued by the Asean leadership are increasingly more detailed and definitive. Efforts in engaging the private sector, in response to survey findings which showed a general lack of awareness of the AEC within the business community, have also increased. The Asean leadership views the development and progress of SMEs to be an essential aspect of the regional integration agenda. To this end, Asean has already implemented action plans to support Asean SMEs. Recent initiatives include the Asean Technology and Business Incubator and the Asean SME Guidebook. The Asean focus on the development of SMEs complements our national initiatives to support Singaporean SMEs, by both government and non-government bodies. The provision of financial support to SMEs has always been a key item in the Singapore government's Budget. Non-government entities are also stepping up support for SMEs as part of their corporate social responsibility. For example, OCBC Bank has been very active in supporting its SME customers through financial and non-financial initiatives. While there is still more to be done to lower non-tariff barriers in the AEC, the virtually zero-tariff environment today provides the impetus for Singapore SMEs to move production to Asean member states with lower production costs. With the streamlining of customs procedures, the costs of outsourcing will be reduced further. SMEs engaged in the high-value services and investment sectors would benefit from the progressive implementation of initiatives towards freer movement of capital and services. In addition, improving infrastructure and education levels, and a rising middle class in emerging Asean economies are also motivating SMEs to expand into the region. One of the fast-emerging markets in Asean today is Vietnam, where a "tech boom" is manifested by the rise in the number of high-technology parks and the emergence of a thriving tech startup sector. If these trends continue, Vietnam will soon realise its ambition to be the "Silicon Valley" of South-east Asia. Likewise, Myanmar, considered to be among the "last frontier" economies in Asia, has pursued political and economic reforms that are fast attracting foreign investment. Indonesia, the largest economy in South-east Asia, has also been moving away from protectionist policies with the recent revision of its Negative Investment List. Other macro-economic factors are also sharpening the international investment focus on the Asean region. Rising manufacturing costs in China are driving foreign investors southwards. The uncertainty in Europe following Brexit, and the possibility of the establishment of mega-regional free trade areas through the Regional Comprehensive Economic Partnership and the Trans-Pacific Partnership have also put Asean under the spotlight. Singapore SMEs are well placed to draw on the potential of the AEC, given the strong reputation that goes with the Singapore brand and Asean. Singapore SMEs need to constantly monitor regional trends and developments so as to capitalise and leverage them. Economic integration will bring about not only greater opportunities and market access but also unprecedented levels of competition within the region. Singapore SMEs must constantly innovate and review their strategies, or risk falling behind. While concrete steps have been taken towards deeper economic integration at the government-to-government level, it may take a longer time for the reality on the ground to reflect the effects of the establishment of the AEC. The private sector is a key driver of Asean economic growth and integration. SMEs form the backbone of the Singapore economy. The road to regionalisation can be very painful for SMEs without adequate professional support. To facilitate the various initiatives, professional advisers must also be ready and willing to support the integration agenda. The ability to deliver multi-jurisdictional practical and specialised advice to our SMEs will give them the edge in their expansion into Asia. The writer is deputy managing partner and one of the founding members of RHTLaw Taylor Wessing LLP. He heads the firm's Indonesia Practice and manages the Asean Plus Group
August 30, 2016

RHTLaw Taylor Wessing Deputy Managing Partner and Head of Corporate Practice Azman Jaafar quoted in The Straits Times

RHTLaw Taylor Wessing’s Deputy Managing Partner and Head of Corporate Practice, Azman Jaafar, was quoted in The Straits Times article titled “Insolvency cases running high”. The article was first published in The Straits Times on 30 August 2016. Insolvency cases running high Source: The Straits Times © Singapore Press Holdings Ltd. Date: 30 Aug 2016 Author: Rennie Whang The number of firms in Singapore being wound up after encountering financial trouble is set to be on a par with last year's number, which was the highest in 11 years. These figures may even understate the levels of distress as such a formal procedure is always the last resort, industry observers note. More companies seem to be going under, and the number of these cases could creep up to higher levels than during the global financial crisis, said Mr Chua Beng Chye, partner in the restructuring and insolvency practice at Rajah & Tann. "What we are seeing now is a confluence of factors from various sectors leading up to a perfect storm - including escalating costs, record low oil prices, dampened property market and a slowing Chinese economy," he noted. A total of 118 court winding-up petitions were filed in the first half of this year, compared with 129 in the same period last year, according to Ministry of Law figures. And a total of 85 firms were actually wound up in the first half, compared with 97 previously. In all, 255 court winding-up petitions were filed last year, while 189 firms were wound up. Both were the highest figures since 2004. The continuing high figures come as no surprise amid a slowdown in economic growth. The Singapore economy grew 2 per cent last year, the slowest pace since the global financial crisis, and is tipped to grow just 1 to 2 per cent this year, noted UOB economist Francis Tan. Six applications for judicial management - a less drastic step, leaving open the chance of regrouping - were filed in the first half of this year, compared with five in the same period last year. Five of these orders were granted, up from four previously, according to figures from the Supreme Court. Companies to have been wound up recently include boutique developer C&C Development. California Fitness is in liquidation. Others which have opted for judicial management or are looking to restructure debt include energy sector victim Swiber Holdings, Technics Oil & Gas, interior design firm Serrano, Mercator Lines (Singapore) and Sembawang Engineering and Constructors. Also, locally-listed China Fishery Group and its Hong Kong parent Pacific Andes Resources Development have filed for bankruptcy protection in the United States. The sectors affected include shipping, oil and gas, commodities , construction and retail, said Mr Peter Greaves, restructuring leader at PwC Singapore. Most of these sectors are set to face more heat in the coming months, he added. "Many of the current difficulties are rather unprecedented. Globally, shipping for example, is probably in its worst position since the early 1970s." On a positive note, though, companies and their creditors appear to be more prepared to weather the storm, compared with during the global financial crisis. "Complaints about the challenging global conditions have been on the cards since early last year. Many companies have already been preparing for the worst... (This) has helped both creditors and debtors," said Mr Azman Jaafar, deputy managing partner and head of corporate practice at RHTLaw Taylor Wessing. Still, the number of cases of liquidation and its alternatives may not fully reflect the number of firms under financial pressure, said Mr Thio Shen Yi, senior counsel and joint managing director of TSMP Law. "When times are very bad, companies just don't have the money. If creditors wind them up, and there is nothing, they still incur legal fees. So the creditors may not bother." But in a situation where the economy is a bit better, creditors may make a court winding-up application as it could be an effective way of getting a debtor to pay up. "In this environment, liquidation might be a last resort, or resorted to when there is suspicion of management wrongdoing. Certainly, among the local banks at least, you see greater sensitivity to the different types of restructuring options available," Mr Thio added. So, to get a fuller picture of the levels of distress, we need to consider other negative indicators such as increasing debt levels or falling revenues or profits; and also consider when a firm's debt is maturing, noted Mr Greaves of PwC. "The increasing trend in defaults in Singapore dollar denominated bonds also reflects the pain felt across a number of industries. Companies have to face a new normal of trading conditions, such that they may not be able to service existing debt levels."
August 26, 2016

RHTLaw Taylor Wessing Head of Capital Markets Ch’ng Li-Ling quoted in The Business Times

RHTLaw Taylor Wessing Head of Capital Markets Ch'ng Li-Ling was quoted in The Business Times article titled “JTC makes early-buyback offer for Jurong Country Club notes”. The article was first published in The Business Times on 26 Aug 2016. JTC makes early-buyback offer for Jurong Country Club notes But it draws noteholders' ire by offering S$35,800 less than par value Source: The Business Times © Singapore Press Holdings Ltd. Date: 26 Aug 2016 Author: Lee Meixian JTC Corporation has agreed to buy back some S$23.5 million worth of debentures from noteholders, who are also Jurong Country Club (JCC) members, 17 years ahead of the maturity date - but at a discount. In an offer letter seen by The Business Times, which was sent out to all 196 JCC debenture holders, JTC said it is offering each person S$84,200. The notes - which are due in September 2033 - were issued at the par value of S$120,000 in 1993, when the club was raising funds to refurbish its facilities. The notes came in a package with a membership, costing S$150,000 altogether - which implicitly suggests that the membership cost S$30,000. The early redemption now stems from the fact that the land on which JCC sits will soon be taken back by the government for the building of the Singapore terminus of the Singapore-Kuala Lumpur High Speed Rail. JTC said that it had arrived at the purchase price of S$84,200 after engaging KPMG Services to determine a range of offer prices for its voluntary buyback. In its letter, JTC also provided details of its methodology, revealing that KPMG had used the discounted cash flow method to estimate the present value of the amount to be received in September 2033. KPMG had used statutory boards' and Singapore government securities' zero-coupon rates as the discount rates. JTC added that noteholders have a choice to monetise their notes now, or continue to hold them until the redemption date in 2033. Nothing in the offer will change the conditions in the notes. But this failed to appease the Debenture Note Working Committee (DNWC). When contacted, DNWC chairman Lim Hung Siang said in an email response: "The Debenture Note Working Committee is deeply disappointed with the JTC repurchase offer, which we feel is unfair and has not addressed the facts in the claim raised by the DNWC. (These claims were also published in a letter to the editor in BT on Aug 4.) The DNWC will be meeting our lawyer to discuss the matter further." In his earlier letter, Mr Lim (who was group business development and special projects officer at ComfortDelGro before he retired) had said: "JTC needs to understand that the 2003 JTC note is an interest-free loan and is not an investment product which generates a yield and can be freely traded like JTC corporate bonds. "The subscription of the JTC notes was conditional upon a subscription of a JCC membership in 1993 and these notes cannot be freely traded in themselves, unless sold together with the JCC membership. The notes are, in substance, debts owed and guaranteed by JTC to the noteholders that must be repaid in full." He added that noteholders are merely asking for the redemption of the notes at par when the club closes this year. "We believe our request is fair and not at all unreasonable." Checks show that JCC memberships were trading in the open market at around S$100,000 in 1993, making a S$30,000 membership a good deal. Even after paying a transfer fee to the club, members would have pocketed a good profit had they sold their membership in the mid-1990s. In response to noteholders' unhappiness, a JTC spokesman said on Thursday evening: "We understand that some noteholders may not want to hold the notes till maturity in 2033 and want to sell the notes before that. As such, we have decided to provide noteholders with an option to do so by making a repurchase offer that is consistent with market practice. "In arriving at the offer price, we have engaged KPMG to advise us on what would be the market practice for such a repurchase. For noteholders who wish to hold on to the notes, we continue to honour our obligation to redeem the notes at their maturity in 2033." The offer expires at 5pm on Sept 23, which is also by when acceptance forms must be submitted. JTC will hold a briefing next Thursday at its Jurong office to address noteholders' questions on the offer. Weighing in on the case, Ch'ng Li-Ling, partner at RHTLaw Taylor Wessing, said: "This is indeed a human interest story, with the funds of members who are retirees being tied up in the notes. Without the benefit of the notes documents, it is futile to speculate on which party is right. If the matter goes to court, the court will review the terms and conditions of the notes." Henry Heng, a partner at Kennedys Legal Solutions, added: "Given that JTC is considering an earlier redemption of the bonds, parties should perhaps consider alternative dispute resolution, such as mediation, to explore an amicable resolution of the matter."
August 25, 2016

RHTLaw Taylor Wessing Partner Jonathan Kok quoted in The Straits Times

RHTLaw Taylor Wessing’s Intellectual Property & Technology Partner Jonathan Kok was quoted in The Straits Times article titled “VPN tech being reviewed under Copyright Act”. The article was first published in The Straits Times on 24 Aug 2016. VPN tech being reviewed under Copyright Act Source: The Straits Times © Singapore Press Holdings Ltd. Date: 24 Aug 2016 Author: Irene Tham The legality of virtual private network (VPN) technology, which allows unauthorised content from overseas to be accessed, is being reviewed. The review is part of over a dozen wide-ranging revisions the Ministry of Law (MinLaw) is suggesting to be made to the Copyright Act, which was last majorly updated in 2004. MinLaw did not recommend an outcome on the use of VPN in the consultation papers released yesterday. But it called for public feedback on whether current rules governing the circumvention of digital locks on copyrighted work need to be updated. These locks restrict access to or use of the content. The Intellectual Property Office of Singapore (Ipos), which had a part in putting together the consultation paper, recognises that there are "some complications" surrounding the use of VPN. "There are some concerns that bypassing geographical blocks could infringe copyright," said Mr Daren Tang, chief executive of Ipos. Nevertheless, Singapore remains a strong supporter of parallel import, which is essentially what VPN allows in the digital world, he added. The law generally does not allow digital locks on copyrighted works to be circumvented. But there are a few exceptions. For instance, tertiary educational institutions can unlock short clips of films to critique them, and libraries are allowed to unlock old software to preserve it in an operational state. The law is silent on the use of VPN technology for accessing blocked content. Consumers in Singapore have been using it to stream content meant for other markets from legitimate video-streaming sites. But there is pressure from content publishers to change that. The International Federation of the Phonographic Industry, which represents more than 1,000 producers and distributors of sound recordings, believes VPN users should not be allowed to circumvent geographical blocks. "This idea of parallel import is based on pricing alone," said Mr Ang Kwee Tiang, its regional director for Asia. "It is effectively a race to the bottom, forcing Singapore to become an importer of content instead of a producer or distributor of content domestically." Experts say it is impossible to outlaw VPN, which also has legitimate uses - for instance, securing corporate access to information over the Web. "But the law can clarify that VPNs cannot be used to access certain types of restricted content," said intellectual property (IP) and technology lawyer Jonathan Kok of RHTLaw Taylor Wessing. IP lawyer Cyril Chua of Robinson LLC said that if the law were to be amended to regulate the source of content, shops selling Android media boxes preloaded with apps for movie streaming could be hit. Other revisions proposed include legalising data collation for data mining even as analytics becomes increasingly important to economic growth, and allowing public schools to reproduce and share content on websites for teaching purposes. The consultation will end on Oct 24. "These reviews will further strengthen our regime and allow it to keep current with technological advances, business needs and societal developments," said Senior Minister of State for Law and Finance Indranee Rajah, speaking at the opening of the fifth annual IPWeek@SG 2016 event at Marina Bay Sands yesterday."IP is not just about law. IP is also about business and innovation."