CNPupdate - Issue 03 - November 2022

 

Contents
  1. CNPLaw Business Guide Series: understanding the term sheet

  2. Is your arbitral award liable to be set aside for being made in excess of jurisdiction?

  3. MAS proposes rules to reduce risks faced by retail investors of cryptocurrencies and to regulate qualified stablecoins

  4. Family offices in Singapore: growth and incentives

  5. Note on MAS' information paper on strengthening AML/CFT practices for external asset managers

  6. Note on MAS' circular on anti-money laundering and combating the financing of terrorism ("AML/CFT") controls in the variable capital company ("VCC")


CNPLaw Business Guide Series: understanding the term sheet

The term sheet, or sometimes referred to as the letter of intent or memorandum of understanding, is a preliminary document containing a summary of key terms agreed between parties to be used as a basis for preparing definitive agreements. In the context of equity financing, the unassuming yet impactful term sheet can either make or break negotiations in a funding round. In this article, we shed some light on the term sheet for Singapore start-ups looking to secure equity financing from external investors.

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Is your arbitral award liable to be set aside for being made in excess of jurisdiction?

In today's legal landscape, disputes are no longer resolved only in the courts. Arbitration as a dispute resolution mechanism is commonplace in international transactions, given the procedural flexibility and confidentiality it offers, and especially the ability to enforce arbitral awards internationally under the New York Convention.

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MAS proposes rules to reduce risks faced by retail investors of cryptocurrencies and to regulate qualified stablecoins

Wei Fengpin v Raymond Low Tuck Loong & 2 Ors [2022] SGCA 32 ("Wei Fengpin") was an appeal by a minority shareholder to the Court of Appeal. The minority shareholder successfully established that he was oppressed by the defendants at trial. However, for various reasons, the High Court did not order the oppressors to buy out the oppressed minority's shares. This part of the High Court's decision was overturned on appeal.

The Court of Appeal clarified that buy-out orders ought to be made in favour of oppressed minority shareholders even where the financial condition of the company has been obscured by the oppressing majority. This article highlights some key takeaways from Wei Fengpin.

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Family offices in Singapore: growth and incentives

Family offices are privately owned companies that are formed primarily for the purpose of the investment and wealth management needs of ultra-high-net-worth individuals ("UNHWI"). A family office may be either a single family office (run to serve the needs of one family) or a multi-family office (run to serve the needs of multiple families). With around 700 family offices in Singapore currently as compared to fewer than 100 family offices five years ago, the number of family offices in Singapore has jumped sevenfold since 2017. This significant increase in family offices reflects the growth in global wealth in recent decades. The family offices in Singapore engage mostly in the fields of asset management, tax advisory and trust services. The family office industry has grown on the foundation of Singapore's reputation as a leading financial centre, alongside the widespread recognition that the family office structure is well-known and well-used by Asian families and businesses for their private banking and trust needs. Family offices are not a recent development. Amongst the more well-known multi-family offices is the family office of the Rockefeller family established in 1882 and which now functions as a global, multi-family office giant with its headquarters at the Rockefeller Plaza, New York City.

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Note on MAS' information paper on strengthening AML/CFT practices for external asset managers

This note summarises MAS' information paper (dated August 2022) on strengthening anti-money laundering and countering the financing of terrorism ("AML/CFT") framework and controls for external asset managers ("EAMs"). Although the information paper sets out the best practices and supervisory expectations for EAMs, MAS has clarified that the takeaways in the paper are also applicable to other fund management companies, where relevant. The list of issues (in a thematic form) that have been observed but are discouraged by MAS.

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Note on MAS' circular on anti-money laundering and combating the financing of terrorism ("AML/CFT") controls in the variable capital company ("VCC").

This Note summarises MAS' circular (dated 22 September 2022) on the AML/CFT controls in the VCC sector. Specifically, the circular sets out supervisory expectations that VCCs and their eligible financial institution ("EFI") should note.

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News

Who's Who Legal recommends Managing Partner, Ms Lisa Theng as a national leader for M&A and Corporate Governance

Overview on Foreign Direct Investment (FDI) and Mergers & Acquisitions (M&A) in Singapore

CNPLaw LLP ranked in IFLR1000's 32nd Edition

Asialaw Profiles 2023 recommends CNPLaw LLP


Deals

CNP advised on the launch of Shift4Good, a French impact VC fund focusing on sustainable mobility

CNPLaw LLP acted for the founder-shareholders in their divestment of their entire stake in Votiva Singapore Pte. Ltd.

CNPLaw LLP acted for a group of sellers in Carousell Group's acquisition of control of Laku6


Editor
Bill JAMIESON

Production team
Nicholas FONG
Jacqueline CHEOW
Menes STA ANA

Contributors
Amit DHUME
Hazel HO-TSASTSINA
QUEK Li Fei
Venetia TAN
Abel HO
Edwyna ONG
LAI Zheng Yong
Victoria Lynn CHIN


Featured contributor


Hazel HO-TSASTSINA
Partner
[ More About Her ]

For more information please contact us via contact@cnplaw.com