CNPUpdate - Issue 04 - August 2019

 

Contents
  1. Changes to the voluntary delisting rules announced by the SGX RegCo on 11 July 2019

  2. PDPA application to M&A transactions

  3. The test on when an independent contractor is legally an employee (Case update)

  4. Singapore Convention on Mediation

  5. MAS to issue digital banking licences

  6. Enforcement of trademark rights - infringement of registered trademarks and opposition proceedings

  7. Tillman V Egon Zehnder Ltd [2019] UKSC 32: The UK Supreme Court on the severance of non-competition covenants

  8. Combating fake news: anti-doxxing measures and other amendments to the Protection from Harassment Act

  9. Variable Capital Company 101


Changes to the voluntary delisting rules announced by the SGX RegCo on 11 July 2019

The Singapore Exchange Regulation recently announced changes to two key aspects of the voluntary delisting rules to enhance the protection of minority shareholders during voluntary delisting from SGX-ST. These changes, which are effective from 11 July 2019, are summarized below.

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PDPA application to M&A transactions

Share sale transactions commonly involve the disclosure of data, financial information and key contracts of the target company to the buyer, before a share sale agreement is signed. Such disclosures are often made during the process of due diligence in order to allow the prospective buyer to consider the risks and benefits involved in the potential purchase. While general considerations of confidentiality of the target's information have long been a factor in managing information flows in an M&A transaction, more recent developments in the importance of "data" in business models and laws protecting "personal data" mean it is relevant to consider in particular how the relevant data protection law applies to disclosure to a prospective buyer of personal data of the target company's employees and customers.

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The test on when an independent contractor is legally an employee (Case update)

The Singapore High Court, in its recent decision in Public Prosecutor v Jurong Country Club and another appeal [2019] SGHC 150 ("PP v JCC"), reviewed the test for determining whether a particular person providing a specific service is an employee or an independent contractor. An employer is inter alia, required to make Central Provident Fund contributions in respect of employees but this obligation does not extend to independent contractors.

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Singapore Convention on Mediation

The Singapore Convention on Mediation (the "Singapore Convention") will open for signing in Singapore on 7 August 2019. Singapore, United States of America and China are set to be amongst the first to sign the Singapore Convention. 22 other countries have also indicated that they will sign it.

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MAS to issue digital banking licences

On 28 June 2019, the Monetary Authority of Singapore ("MAS") announced that it will issue up to five (5) new digital bank licences.

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Enforcement of trademark rights - infringement of registered trademarks and opposition proceedings

The Trade Marks Act (Cap 332, 2005 Rev Ed) ("TMA") grants registered proprietors exclusive rights to use certain trade marks and to authorise other persons to use such trade marks. The protection provided under the TMA lasts for an initial period of 10 years from the date of registration, and the registration is renewable for further periods of 10 years at the request of the proprietor, subject to the payment of a fee. Registered proprietors should ensure that the registered trade marks are put to genuine use in the course of trade in Singapore to prevent the possibility of a revocation of their registered marks on grounds of non-use.

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Tillman V Egon Zehnder Ltd [2019] UKSC 32: The UK Supreme Court on the severance of non-competition covenants

When a portion of a post-employment clause is found to be in unreasonable restraint of trade, in what circumstances should the court sever the offending portion, leaving the employee bound by the remainder of the clause? The UK Supreme Court considered this issue in Tillman v Egon Zehnder Ltd [2019] UKSC 32 and held that the offending portion of a non-compete clause was to be severed.

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Combating fake news: anti-doxxing measures and other amendments to the Protection from Harassment Act

On 7 May 2019, Parliament passed amendments to the Protection from Harassment Act 2015 Rev Ed ("POHA") to, among other things, streamline and simplify court processes, enhance the powers of the court to make orders in respect of false statements of fact, and clarify that both individuals and entities (excluding public agencies) may be liable for contraventions of certain provisions of the amended act (the "Amended Act"). The original POHA was enacted in 2014 "to provide a range of criminal and civil remedies against harassment, and civil remedies for false statements of facts". The Amended Act will come into operation on a date to be announced. This article summarizes the amendments to POHA, with a focus on the changes specifically targeted at combating online falsehoods.

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Variable Capital Company 101

The variable capital company ("VCC") is a new corporate structure for all types of collective investment schemes ("CIS") in Singapore. Each VCC may comprise of one or more CIS, which can be open-ended or closed-ended funds. The VCC will be regulated under the Variable Capital Companies Act 2018 ("VCCA"), which has not come into force as at August 2019, as well as various proposed items of subsidiary legislation that have not been passed. However, it is expected that the VCC framework will be operational in Q4 2019. The introduction of the VCC is intended to further enhance Singapore's appeal as an international fund management centre.

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Deals

CNPLaw advised CBMM Supply Services and Solutions Pte. Ltd. on its seed fundraising

CNPLaw advised Malaysian listed company Kumpulan Perangsang Selangor Berhad in its acquisition of Toyoplas Manufacturing (Malaysia) Sdn. Bhd. through its wholly-owned subsidiary, Perangsang Dinamik Sdn. Bhd.

CNPLaw acted as lead counsel for the successful launch of Fraxtor Capital SPC

CNPLaw advises local eyewear distributor in joint venture with key industry player in Indonesia

CNPLaw advises Symphony International Holdings Limited on its acquisition of equity stake in Indo Trans Logistics Corporation

CNPLaw advised sole proprietor of DeskRight on the sale of group entities to Lyreco Group

CNPLaw advised Malaysian listed company AYS Ventures Berhad in its acquisition of Steelaris Pte Ltd through its wholly-owned subsidiary, AYS Capital Sdn Bhd

CNPLaw advised a Singapore online e-commerce platform operator on its series A fundraising


Editor
Bill JAMIESON

Production Team
Jacqueline CHEOW
Joey HO
Menes STA ANA

Contributors
Bill JAMIESON
Pradeep Kumar SINGH
QUEK Li Fei
SEE TOW Soo Ling
Venetia TAN
WONG Pei-Ling
Adrian TOH
GOH Wan Shuen
LIM Shu-Yi
Jolyn WAH
Marvin CHUA
Mike CHIAM
Rida LAIMON
Samuel LING


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This update is provided to you for general information and should not be relied upon as legal advice.

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