December 22, 2016

RHTLaw Taylor Wessing Partner Eugene Quah featured in Singapore Business Review

RHTLaw Taylor Wessing’s Partner Eugene Quah was quoted in an article published in Singapore Business Review titled “Third-party funding for arbitrations”. The article was first published in the December 2016-January 2017 edition of Singapore Business Review. Third-party funding for arbitrations New legislation is seen to raise Singapore’s profile as an international arbitration hub. Source: Singapore Business Review © 2016 Charlton Media Group Date: December 2016-January 2017 Edition The Ministry of Law has submitted for its First Reading in the Parliament the Civil Law (Amendment) Bill 2016 and Civil Law (Third Party Funding) regulation. The bill states that third-party funding (TPF), which had previously been restricted for disputes, will be permitted for international commercial arbitration proceedings. TPF gives the means for a party to litigate or arbitrate without having to spend money for it. The Ministry of Law says introducing TPF in Singapore, which the body notes is a leading centre for international commercial arbitration, will enable international businesses to use funding tools available to them in other centres. It also says this will promote Singapore’s growth as a leading international arbitration venue. The legal experts interviewed for this article also note how TPF can prove to be beneficial to Singapore’s standing in the world as an arbitration hub. What are your thoughts on the proposed changes under the Civil Law (Amendment) Bill 2016 enacting a framework for third-party funding in Singapore, which will give businesses an additional financing option for international commercial arbitration? Eugene Quah, litigation & dispute resolution partner, RHTLaw Taylor Wessing LLP, welcomes the development. “Litigation or arbitration costs are big ticket extraordinary expenses that many businesses are not sufficiently well-resourced to bear,” says Quah. “The changes will open up access to a source of capital previously unavailable in this jurisdiction.” Quah also notes that third-party funding can inject a greater degree of objectivity into the assessment of the merits of a party’s claim: “The claimant may have unrealistic expectations of his chances of success, but the third-party funder is a calculated risk-taker and will not fund an unmeritorious claim.” The proposed changes can be seen as a positive development for businesses, says Deborah Barker, managing partner, Withers KhattarWong. “For end users of the arbitration process, the changes will reduce (or even eliminate) the risk that third-party funding arrangements will be relied on as a basis for judicial intervention on the ground of public policy, or as a premise for an application to set aside the award.” Marina Chin, joint managing partner, Tan Kok Quan Partnership, says the bill is part of Singapore’s natural progression as a dispute resolution hub alongside others. It is said that law firms and lawyers will benefit from the increase in international dispute resolution activity in Singapore. What is your reaction to this? Opening the door to third-party funding is likely to benefit law firms and lawyers in Singapore, according to Barker. “Third-party funding is already permitted in the United Kingdom and the United States, and being considered in Hong Kong. Singapore law firms which have alliances with foreign law firms in these jurisdictions will be able to tap into the experience acquired by colleagues and overseas offices in relation to third-party funding arrangements.” Chin agrees: “That this would be a boon to the legal industry cannot be overstated. Cases which may not otherwise see the light of day can now have a real chance of being heard. That such cases are typically for fairly significant claims underscores the impact that funding can have.” For Quah, however, the development will be a challenge Singapore’s local firms will have to rise up to: “Whilst an increase in international dispute resolution activity in Singapore will certainly enlarge the overall pie, domestic law firms will stand to benefit only if they are perceived to be able to fight a case on an equal footing with the large Western offshore firms.” The Ministry of Law says, “Singapore has excelled in the area of arbitration and ranks among the world’s top seats for international arbitration, alongside London, Paris, Geneva, and Hong Kong.” How will the changes, if enacted, impact Singapore’s role in arbitration? The new legislation will make Singapore even more attractive as a seat for international arbitration, notes Barker, whilst allowing it to compete for a larger share of the growing volume of international arbitration cases. Singapore should go ahead with third-party funding for international commercial arbitration or lose parties that choose it for arbitration, says Quah. “If Singapore does not, parties relying on third-party funding may shy away from using Singapore as the seat of arbitration, as funders do not want to be exposed to the risks of not being able to enforce funding agreements.” “The liberalisation demonstrates that Singapore is open to new and novel ideas and willing to introduce and embrace what is progressive to keep up with an evolving business landscape,” says Chin. “Such dynamism is key to what makes a successful dispute resolution hub in the international arena.” Further, Chin notes: “This is not about Singapore alone: strengthening Singapore’s position increases the attractiveness of doing business in this region.”
December 20, 2016

RHTLaw Taylor Wessing’s Partners ranked as most influential lawyers aged 40 and under by Singapore Business Review in 2016

RHTLaw Taylor Wessing is pleased to announce that its Partners, Napolean Koh, Jack Ow, Suleen Ding and Dennis Tan have been ranked in the 2016 edition of Singapore’s 70 most influential lawyers aged 40 and under list published by Singapore Business Review (SBR). RHTLaw Taylor Wessing’s Litigation & Dispute Resolution Partner Napolean Koh, Intellectual Property & Technology Partner Jack Ow as well as Corporate Partners Suleen Ding and Dennis Tan and have been selected amongst a list of hundred nominees based on thought leadership, influence and success. Currently in its third year running, the list recognises 70 young lawyers who have the competency of not only representing themselves, but also Singapore. Napolean is a Partner at the Litigation & Dispute Resolution Practice. He specialises in Building Construction, Infrastructure and Engineering Disputes. His main areas of practice encompass both front-end advisory work for various construction, infrastructure and energy-related projects, as well as contentious work involving owner-developers, consultants and contractors at various stages of proceedings and forums. In addition to having an active court presence, Napolean has also dealt with disputes employing and/or involving alternative forms of dispute resolution, such as arbitration, mediation and adjudication under the Building and Construction Industry Security of Payment Act (Cap 30B). Jack is an Intellectual Property & Technology Partner at RHTLaw Taylor Wessing. He handles a broad spectrum of transactional and contentious matters in the areas of intellectual property (IP) and technology. He regularly advises on technology transactions, data protection and licensing, especially in the info-communication and technology (ICT) industries. As a Certified Information Privacy Technologist (CIPT) accredited by IAPP and having a keen interest in ICT developments, Jack believes in seeking customised legal solutions that take into account the challenges in design, deployment and auditing of IT products and services, while balancing the role that technology companies increasingly fill as arbiters of trust in today’s data-driven global economy. Suleen is a Corporate Practitioner who specialises in cross-border mergers and acquisitions, joint ventures and foreign direct investments across the ASEAN region. She has assisted clients in putting together various legal documentation such as investment agreements, subscription agreements, shareholders’ agreements, joint venture agreements and sale and purchase agreements. Suleen has also led legal due diligence teams and coordinated cross-border transactions with professional advisors located in other jurisdictions. Clients she has skilfully and successfully advised include multinational corporations, regional listed companies and shareholders of some of the largest private companies in ASEAN. Dennis is a Corporate Partner who specialises in Tax Planning & Advisory, Private Wealth and Corporate Technology. He has advised multinational corporate groups, sovereign wealth funds, PE firms, investment funds and financial institutions on international taxation issues. Dennis leverages on his international tax expertise in Private Wealth work, and advises ultra-high net worth families and their family offices on critical issues including private investments, governance, succession planning and wealth preservation. He also has an active US practice, and provides on-the-ground support to both US clients looking to grow internationally as well as international clients looking to further their US strategies. The full rankings can be found online in the 19 December 2016 edition of Singapore Business Review Exclusives - 40 and Under Section.
December 15, 2016

RHTLaw Taylor Wessing participated in the 21st ASEAN Banking Conference in November 2016

RHTLaw Taylor Wessing Managing Partner Tan Chong Huat and Deputy Head of Banking & Finance Ow Kim Kit participated in the 21st ASEAN Banking Conference held on 27 and 28 November 2016 in Bangkok, Thailand. Lawyers from various law firms in the ASEAN Plus Group, namely, Hanafiah Ponggawa & Partners, RHTLaw Taylor Wessing Vietnam, Siam City Law Offices and VDB Loi, also participated in the conference, which was organised by the Thai Bankers’ Assocation. Chong Huat was a speaker in one of the conference panel discussions titled “How can banks help to develop regional infrastructure?”. One of the issues discussed concerned the key impediments to private and commercial bank lending for public infrastructure projects.”
December 14, 2016

RHTLaw Taylor Wessing Head of Private Wealth Tan Choon Leng featured in Singapore Business Review

RHTLaw Taylor Wessing’s Head of Private Wealth Tan Choon Leng was quoted in an article published in Singapore Business Review titled “Slim pickings for private equity houses”. The article was first published in the December 2016-January 2017 edition of Singapore Business Review. Slim pickings for private equity houses PE houses face a scarcity of deals, but many remain hopeful given the high-growth trajectory of Southeast Asia and with international players setting up office in Singapore. Source: Singapore Business Review © 2016 Charlton Media Group Date: December 2016-January 2017 Edition When you ask private equity (PE) houses why they continue to flock to Singapore despite the dwindling number of deals in the country and in Southeast Asia, they will tell you that the short-term pain is worth the long-term gain. The region is primed for an upswing in PE activity in the coming decades as fast-growing markets become flush with investment opportunities, and a presence in the Singapore hub will ensure they can pounce on those lucrative deals. But, for now, PE firms are rolling with the punches and focussing on a few key plays, from privatisation of listed companies to technology acquisitions. “On a year-on-year basis there has been a marked slowdown both in terms of number of deals that get to completion as well as the number of new deals that PE houses are looking at,” says Tan Choon Leng, head of private wealth practice at RHTLaw Taylor Wessing LLP. “A near universal grouse that we hear from PE houses is the lack of appropriate targets and investee companies, especially in the healthcare and consumer sectors in Southeast Asia.” Tan reckons there has also been a perception of growing instability in the region, citing developments such as Thailand’s succession issue and Malaysia’s financial scandal involving 1MDB, which makes it trickier for PE houses to pick the right deals. There is a lot of “dry powder” in the industry – EY estimating around US$526.6b in September 2016 – but attractive deals providing healthy yields are harder to come by, says Bill Jamieson, partner, head, funds and financial services practice group at Colin Ng & Partners LLP. In fact, funds raised for Singapore had been increasing for years, notwithstanding a reverse in the first half of 2016, with many PE funds targetting Southeast Asia and using Singapore as a base for their business. “Despite the strong showing for funds raised, the challenge for many funds is finding the right investments in Singapore,” says Marcus Chow, partner at Bird & Bird ATMD LLP. “Funds are sitting on dry powder but the challenge is nonetheless in finding good internal rate of return (IRR) projects. Going private transactions and delistings from Singapore Exchange remain a growing trend for Singapore. We are acting on one such transaction now,” adds Chow. Privatisation picks up Singapore has seen a spurt of privatisation deals. This year, UOB Ventures backed the $269m privatisation of Eu Yan Sang, which specialises in traditional Chinese medicine. Other recent headliners include Northstar’s S$331m privatisation of Innovalues, and the Warburg Pincusbacked $1.78b privatisation of ARA Asset Management. “These are examples of classic PE plays on profitable but undervalued companies,” says Tan. “So long as the wider stock market remains relatively undervalued, it is likely that more such privatisation attempts will follow.” An increasing number of listed companies in Singapore are warming up to the idea of delisting due to taxing requirements and lower valuations, says Evelyn Ang, senior partner at Dentons Rodyk & Davidson LLP. “Singapore listed companies are subject to public scrutiny and are required to comply with numerous listing requirements including rules on public disclosure of material information, requirements for shareholders’ approvals for certain types of transactions and obligations to provide quarterly or half yearly reports to investors,” she says. “Combined with thin trading volumes and depressed valuations of companies listed on the Singapore Exchange (SGX), the option of delisting would and does appeal to founders and controlling shareholders.” Ang cites a Bloomberg estimate that around 13 companies with a combined market value of $4.5b have announced their plans to delist from the SGX in the first half of 2016. This year alone, OSIM International, Eu Yang Sang International, Goodwood Park Hotel Limited, SMRT Corporation and Tiger Airways Holdings Limited delisted from the SGX. Foreign buyers looking to establish a foothold in Asia have led the interest in Singapore listed companies, says Ang. In November 2016, Dutch coffee and tea firm Jacobs Douwe Egberts (JDE) made a cash offer for all shares of Super Group Ltd, which owns the popular Owl brand of coffee, for approximately $1.45b. Ang reckons the acquisition will extend the coffee and tea business of the European billionaire’s Reimann family into Asia. If the foray proves successful, she expects JDE to delist and privatise Super Group Ltd. Southeast Asia’s golden promise Aside from privatisation plays, PE houses in Singapore are also preparing for the shower of opportunities as Southeast Asian economies strengthen further. “This market is definitely receiving greater PE attention than it has in the past and is likely to keep PE houses very busy for the foreseeable future,” says Tan about the Philippines, citing Baring Asia PE’s US$137m investment in Telus International. The Philippine economy expanded at its quickest pace in three years, growing at 7.1% in the third quarter of 2016, making it one of the fastest growing economies in Asia. Tan reckons there are a lot of reasons for optimism in the Southeast Asian PE and mergers and acquisitions industry. Not only are the US elections and its destabilising effects over, but the Southeast Asian market will look relatively more attractive than Europe, which will face continued uncertainty and relatively low growth rates. Other than the Philippines, Indonesia is also attracting PE attention after the completion of its tax amnesty in the first quarter of 2017 and the increase in the number of sectors open to foreign investment. In addition, Jamieson says, “Singapore is the PE hub of Southeast Asia and a hub for PE firms looking to invest into India. Hence, when we discuss private equity in Singapore we must necessarily discuss the investment opportunities in the region.” He also points out that privatisation of state-owned entities in countries such as Vietnam presents “once-in-a-lifetime opportunities” for PE players to invest in. PwC predicts that seven of the world’s 12 biggest economies in 2030 will come from emerging markets, which is why PE houses are ramping up their presence in Singapore. “We are seeing a more active private equity market with more international PE players setting up office in Singapore over the recent years,” says Ling Tok Hong, private equity leader at PwC Singapore. “This demonstrates the keen interest of PE in Singapore and the region, in line with a megatrend – we are seeing a shift in global economic power from west to east as well as the growing middle class population in the region.” Ling notes that with a crush of PE interest in the region and the limited number of deals available, competition is becoming fierce and forcing PE managers to differentiate themselves by demonstrating their ability and track record in creating value. Key sectors Given the increased spending power of the growing middle class in the region, analysts identified key sectors driving activity in PE. These are infrastructure, healthcare, retail and e-commerce, financial technology (fintech), and food & beverage (F&B). The larger ticket transactions were in the traditional engineering, manufacturing, F&B, and logistics industries, including large ticket real property plays, notably in the acquisition of Asia Square Tower 1 by Qatar Investment Authority from Blackrock, says Sheela Moorthy, partner in the Singapore office of Norton Rose Fulbright. F&B businesses continue to receive interest among PE firms, notes Doris Yee, director at Singapore Venture Capital & Private Equity Association, as shown in Standard Chartered Private Equity’s investment into Phoon Huat, a family-owned business and leader in the baking ingredients sector. Similarly, PAG’s investment into Paradise Group, a homegrown restaurant chain with restaurants across Southeast Asia, is expected to help it expand into China. “This is perhaps a reflection of Singapore’s own foodie culture with very high expectations on quality which in turn pushes up the standards of food-related businesses in Singapore,” says Yee. Jamieson adds that there has been a trend towards picking undervalued F&B companies with potential for regional growth such as Viz Branz, F&N, and Super Group. A notable transaction was the investment by Hera Capital and DSG Consumer Partners into Salad Stop!, a local F&B chain with fast-growing regional franchises, and there will likely be more F&B transactions in the local market based on current valuations. Southeast Asia’s burgeoning and increasingly tech-savvy consumer market is also fuelling investments into the e-commerce and fintech sectors. Regional e-commerce retailer Lazada received a US$500m investment from Alibaba, which also bought additional stakes worth the same amount from early investors, including Rocket Internet. On the technology front, meanwhile, there was buzz around the acquisition of Singapore-headquartered and micro-optics and optical sensing leader Heptagon by Austria’s global sensor manufacturer AMS. Valued at approximately US$570m, with a potential earn-out of up to US$285m based on certain 2017 targets, the investment attracted the likes of Vertex, Granite Global Ventures, Credence, and Nokia Growth Partners. “Our clients have been investing private equity into fintech,” says Jamieson. “The support from the government for the development of this sector will encourage more financial investors into this space through Singapore.” There are excellent opportunities as well in the troubled offshore marine sector. “Companies under distress would present some opportunities for PE firms with the right expertise and appetite to pick up some acquisitions at attractive valuations,” says Jamieson.