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HEAD, TECHNOLOGY LAW PRACTICE GROUP
MEMBER, CORPORATE, SECURITIES AND CAPITAL MARKETS
T: +65 6349 8731
F: +65 6323 8282
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Stephen Soh heads the Technology Law Practice Group of Colin Ng & Partners LLP and is also a core member of its Corporate, Securities and Capital Markets Group. He has more than two decades of experience acquired both in-house and in private practice and spanning the areas of commercial litigation, intellectual property law, technology law, corporate law and corporate finance.
Stephen started his legal career as a commercial litigator, successfully arguing many high-value cases before the Supreme Court of Singapore, before gradually moving in the late 1990's to pursue his interest in technology and corporate law.
As in-house counsel, Stephen headed the legal team of a leading SGX-Mainboard listed technology and outsourcing company, providing close legal support to both its management and board on major operational transactions, corporate actions and strategic projects, as well as on governance, compliance, risk-management, data protection and regulatory matters.
Stephen's background experience leaves him well-positioned to assist clients to quickly identify key issues and areas of concern in complex corporate and operational transactions and to formulate pragmatic solutions, being acutely aware of the exigencies inherent in everyday corporate existence. His hallmarks are striving for simplicity in contract drafting, whilst ensuring due and adequate protection for his clients' interests.
Stephen's client's base includes multinational corporations and public-listed companies from diverse sectors, including software development, business process outsourcing, managed services, online gaming, mobile advertising, payment gateways, education, retail, healthcare, franchising, manufacturing, entertainment, content development, film-making and broadcasting, as well as companies involved in the development and commercialisation of cutting-edge proprietary technologies. He regularly advises his clients on a wide range of operational transactions and corporate activities, as well as on the implementation and enforcement of corporate governance, regulatory and risk management policies.
Overview of Technology / New Media Experience
Stephen has advised extensively on a wide range of technology-related transactions, including technology transfer agreements, distribution and value added reseller agreements, software development agreements, systems integration agreements, hosting agreements, managed services, business process outsourcing, business continuity and disaster recovery agreements, as well as cloud computing contracts. He is also experienced with IT-tender and contract management support services.
On the regulatory and governance front, he has advised payment merchants, on-line payment gateway providers, pre-paid card system providers, on-line banks, as well as providers of corporate finance services, on applicable laws and regulations affecting their operations in Singapore, including AML and CFT laws. He regularly advises Singapore listed companies on internal risk management, governance and compliance matters, including their policies on data protection, privacy and bribery, and has reviewed commercial agreements and undertakings for compliance with US laws, including the FCPA.
In the areas of new media and e-commerce law, he has advised on application service provider, subscription-based and SaaS agreements, content development, licensing and distribution agreements, mobile advertising customer and supplier agreements, film production, financing and distribution agreements, character merchandising and franchising agreements, web portal design, development, hosting and maintenance agreements, portal and e-commerce-related terms and conditions, including usage policies and EULAs. He has also advised on network service provider liability, privacy and defamation issues, as well as domain name registration strategies.
Overview of Corporate Finance Experience
Stephen’s corporate finance experience includes advising private and public corporations, issue managers, underwriters, as well as private equity funds, on initial public offerings, reverse takeovers, rights, warrants and bonus issues, share placement and subscription agreements, preference share, convertible note and bond issues, security arrangements, merger and acquisition transactions, major asset acquisitions and disposals, interested person transactions, capital reduction, share buy back and share consolidation exercises, as well as employee share option and share performance schemes.
His corporate clients span a wide variety of industries, including manufacturing, distribution, retail, publishing, technology, software, finance, education, broadcasting, food, medical, aesthetics, entertainment, engineering, construction, mining, as well as renewable energy and waste treatment. He also regularly advises clients on legal and compliance issues relating to the SGX Mainboard and SGX Catalist Listing Manuals, the Singapore Securities and Futures Act, the Singapore Companies Act and the Singapore Code of Corporate Governance.
Sampling of Technology / New Media Experience
- global mobile advertising operator on customer and supplier related agreements
- Singapore-based stored value/pre-paid card operator on establishment of regional operations
- cloud-based games domain operator on establishment of regional payment gateway operations
- SGX listed company on establishment of on-line platform for provision of SCM and CRM services
- securities house on laws affecting cross-border on-line trading transactions with related companies
- major Russian bank on implementation of multi-million dollar software development, licensing and maintenance agreement with Singapore partner
- Singapore-based main contractor on implementation of multi-million dollar integrated hospital information system for SGX listed healthcare group
- Singapore-based main contractor on implementation of multi-million dollar SAP customization agreement for major Malaysian bank
- Singapore-based service provider on implementation of multiple-site business continuity and disaster recovery services agreement for international assurance company
- SGX listed company on establishment of global cross-licensing and outsourcing agreements involving proprietary banking software
- global internet service provider on cross-licensing and co-branding agreements with local partners
- Japanese media group on multi-million dollar feature film adaptation and co-production agreement with local co-producer
- on-line travel portal on global software & content licensing syndication agreement with US partners
- regional satellite and cable operator on multi-jurisdiction dealer and user subscription agreements
- Singapore-based film and TV series producer on film and TV financing, production and distribution agreements
Sampling of Corporate Finance/Corporate Experience
- issue manager, UOB Ltd, on listing of Hai Leck Limited on SGX Mainboard
- issuer on listing of Declout Limited on SGX Catalist
- Mongolian mining company on intended listing on SGX Mainboard
- Japanese healthcare group on intended listing on SGX Mainboard
- PRC private investor on proposed subscription of S$70 million convertible notes issue by SGX listed company
- Hong Kong private equity fund on grant of S$10 million equity-linked financing facility to SGX listed company
- Singapore electronic components distributor on S$20 million reverse takeover of SGX listed company
- Private equity consortium on proposed reverse takeover of SGX listed PRC water treatment company
- BSE listed pharmaceutical group on issue, and subsequent restructuring of S$40, million convertible bond issue, with bonds listed on SGX
- SGX listed company on S$340 million acquisition of software-related business from controlling shareholder
- SGX listed company on S$20 million renounceable non-underwritten rights issue
- SGX listed company on S$40 million divestment of exhibition business to another SGX listed company
- SGX listed company on debt-to-equity restructuring of US$15 million secured floating rate note issue and unsecured debt
- SGX listed company on S$10 million acquisition of regional equipment manufacturer, with operations in Singapore, Malaysia and the PRC
- LLB (Hons), National University of Singapore, 1989
BAR ASSOCIATIONS AND QUALIFICATIONS
- Advocate and Solicitor of the Supreme Court of Singapore, admitted 1990
MEMBERSHIPS/ APPOINTMENTS HELD
- Member of Singapore Academy of Law
- Member of Law Society of Singapore
- Permanent Resident of Singapore