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Global Law Expert – International Commercial Singapore Practice Guide

Mr. Walter Silvester, our Managing Director, was invited to be an exclusive author for the International Commercial – Singapore Practice Area Guide.

The Practice Area Guides is a new service from the established Global Law Experts group that provides readers with expert advice from lawyers in their chosen specialty. The Practice Guide also assures that readers will find support from a lawyer who has demonstrated his or her expertise by writing content on the specific practice area of law in which they are seeking advice and guidance.

1. Please summarise the work your firm does and the ways in which you distinguish yourself in the provision of commercial law advice.

We are a firm that specialises in commercial work. We have two primary areas of practice.
The first is advisory work. We advise businesses to ensure that the legal side of their growth is well taken care of in terms of regulation and agreements. We are talking about agreements; shareholder’s agreements, sale and purchase agreements, master services agreements, ESOPs, employment agreements, operations, and service agreements, reviewing Constitutions, and the like.
Secondly, litigation. We have a strong commercial litigation team. We are experienced in shareholder disputes. This is something we have done often, and have become very proficient in, over the last several years.
Our value proposition is simple; big firm expertise, small firm service. We are very good at what we do but do not expect clients to pay an arm and a leg for our services.

2. What does your current workflow look like – and what are some of the various commercial law issues clients are bringing to your attention presently? If possible, please provide a recent case study.

Every business is different, so every business faces different issues. The one common feature of any business is the people who run the business (directors) and the owners of the business (shareholders). The relationship between directors and/or shareholders is critical to the success of any business. That is why this is our primary area of focus.
When it comes to directors and shareholders, clients usually want to be advised on their rights and responsibilities. What must I do? What can I do? What am I entitled to? There are dozens of possible issues.
In one recent case, we were instructed by a founder/ director/ shareholder who was being forced out of his own company by his fellow founder/ director/ shareholder. While what was being done to him seems unfair, it may be within the bounds of the law. We have done many such cases and continue to receive instructions for new cases in shareholder and director disputes.
Typically, we review the shareholder’s agreement (if there is one) and speak with the client to find out what went wrong and how it can be rectified. The problem with many such cases is that clients may come to us at a late stage, after events have happened or agreements have been signed. Ideally, you should have a lawyer advising you from the get-go. Even if that is not the case, always consult a lawyer early if you feel that things are not right, and you are being treated unfairly.

3. What are the most significant commercial projects that you have advised on in the last 12 months?

On the advisory front, we are advising several substantial companies on corporate matters including mergers and acquisitions, financing, commencing operations in Singapore, discussions, and negotiations with counterparts in deals.
On the litigation front, we are currently acting in several significant shareholder disputes, many of which have been escalated to Suits in the High Court. Our most recent trial was a five-week trial on minority oppression at the High Court. We are currently working on closing submissions and are hopeful of a judgment by the end of the year.

4. What are the key recent developments affecting doing business in your jurisdiction?

In recent months, the spectre of Covid-19 has been gradually lifted and one can feel the positive energy as a result of this. The enthusiasm and drive are discernible as businesses are moving ahead with their plans.
Singapore is an excellent place to do business. The government is constantly trying to make it more attractive for companies to come here and stay here. If you are interested in the developments, there is no better place to explore this than the Economic Development Board (“EDB”) (https://www.edb.gov.sg/). The EDB offers insights into the various incentives and schemes to assist businesses. An interesting recent development was the Corporate Venture Launchpad which is a $20m program designed to enable companies to launch new ventures from Singapore.

5. Have you seen an increased focus on environmental, social, and governance (ESG) issues? How can your firm assist companies looking to align their strategy with these issues?

Definitely. This is an area that many companies are looking towards and it makes sense. Ms Indranee Rajah, Minister in the Prime Minister’s Office, Second Minister for Finance and National Development has recently encouraged lawyers to look into this area as a growing area of work. While this is not our primary area of work, it is something we are keeping abreast of should clients need our assistance.

6. How do you ensure a well-informed advisory scope, in terms of policy updates and changing investment options, for clients who are based in other jurisdictions or have operations based overseas? For example, are you especially active in network events such as conferences, wherein information is exchanged among member firms?

We keep abreast of developments in terms of where the government is headed, the areas that the government is supporting and the grants and subsidies available to companies to grow their businesses in Singapore. While not particularly active in network events, we work regularly with other specialist law firms to ensure that clients can come to us for any legal work. If we do not do the work, we will find a law firm that can assist them.

7. Are there any new pieces of legislation/updates /new trends, in relation to commercial law in your jurisdiction, on the horizon?

The big recent development was wide-ranging changes in the Rules of Court in April 2022 which governs litigation in the Singapore Courts.
Recent years have seen Singapore grow its arbitration practice as well as offer alternative forms of dispute resolution such as mediation.
The Singapore International Commercial Court is also growing strongly. It is a division of the High Court of Singapore which offers parties the option of having their disputes adjudicated by a panel of experienced judges comprising specialist commercial judges from Singapore and international judges. The Singapore International Commercial Court Rules 2021 came into operation on 1 April 2022.

8. Is there anything else that you would like to add?

Thank you. If anyone wants to do business in Singapore, look us up!

Read the original guide here.

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