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Funds and Financial Services

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introduction

Our team of experienced lawyers has a deep understanding of the legal and regulatory issues that arise in finance transactions and the financial services industries. We have a proven track record of success in representing financial institutions and their customers in a variety of transactions.

The advent of digital technologies is offering an array of opportunities for participation in capital markets and fundamentally transforming the paradigm of conventional finance. Our firm is dedicated to providing our clients with comprehensive legal assistance in innovative markets, including digital payments and securities tokenisation.

practice areas

A diverse range of services to meet your legal needs.

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service

Our firm has significant experience advising on a wide range of corporate finance transactions for numerous local and foreign companies across Asia. We offer comprehensive legal advice and assistance to our clients in a variety of industries.

Our experience in corporate finance transactions includes handling:

Initial Public Offerings (IPOs): We advise our clients on the legal and regulatory requirements for listing on the Singapore Exchange (SGX), including compliance with the SGX’s listing rules and regulations, the Companies Act, and other relevant laws and regulations.

Takeovers and reverse takeovers: Our legal team advises clients on the legal and regulatory requirements for takeovers and reverse takeovers, including advising on disclosure requirements, preparing offer documents, and liaising with the SGX, SIC, and other regulatory authorities.

Privatisations: We have extensive experience advising on privatisations, including advising on the legal and regulatory requirements for delisting from the SGX and assisting with the preparation and review of privatisation documents.

Rights issues: We assist our clients in structuring and implementing rights issues, including advising on the legal and regulatory requirements for issuing rights, drafting and reviewing offering documents, and liaising with the SGX and other regulatory authorities.

Convertible bond issues: Our legal team is well-versed in advising on the legal and regulatory requirements for issuing convertible bonds, including structuring the terms of the bonds, drafting and reviewing offering documents, and advising on the conversion of bonds into shares.

Private placements: We provide legal advice and assistance in structuring and negotiating private placements, including drafting and reviewing private placement agreements, advising on disclosure requirements, and conducting due diligence on potential investors.

Whitewash waiver: We assist our clients who may have triggered provisions of the Singapore Code on Take-overs and Mergers to obtain a whitewash waiver so that they will not be required to make a general offer.

Interested person transactions: Our legal team provides legal advice and assistance in structuring and implementing interested person transactions, including advising on the legal and regulatory requirements for such transactions, drafting and reviewing transaction documents and assisting companies to obtain mandates to undertake interested person transactions, and conducting due diligence on potential transactions.

Re-domiciliation: We assist clients domiciled in foreign jurisdictions to transfer their registration to Singapore, and liaise with the Accounting and Regulatory Authority of Singapore on the necessary filings and registration.

Share buybacks: We provide legal advice and assistance in structuring and implementing share buybacks, including advising on the legal and regulatory requirements for buybacks, drafting and reviewing buyback documents, and ensuring compliance with all relevant laws and regulations.

Employee share option schemes and performance share schemes: We advise clients on the legal and regulatory requirements for employee share option schemes and performance share schemes, including drafting and reviewing scheme documents, ensuring compliance with all relevant laws and regulations, and providing guidance on the taxation of such schemes.

Capitalisation issues: Our legal team advises clients on capitalisation issues, including share splits, consolidations, and reductions, and provides guidance on the legal and regulatory requirements for these transactions.

Capital reduction: We advise clients on capital reduction exercises and the approvals needed.

Compliance with the requirements of the Singapore Exchange: Our legal team is well-versed in the SGX’s listing rules and regulations and provides comprehensive legal advice and assistance to clients in ensuring compliance with all relevant requirements. We also provide guidance on the legal and regulatory requirements for ongoing compliance with SGX regulations.

service

We have a particular passion and interest in blockchain technology applications, cryptocurrencies, and initial coin offerings (ICOs). We provide comprehensive legal advice to clients involved in this space on Singapore legal issues and regulatory compliance for a range of planned business activities.

Our legal advisory services cover a wide range of issues related to blockchain technology and cryptocurrency, including intellectual property protection, data privacy and security, anti-money laundering regulations, securities laws, and taxation. Our team of lawyers is highly experienced in advising our clients from various industries on structuring their businesses to comply with local regulations and mitigate legal risks.

We advise issuers of tokens, ICO advisors, venture capital firms, and entrepreneurs involved in the blockchain and cryptocurrency space. Our clients’ planned business activities range from utilizing blockchain to enabling business applications in diverse fields, including money remittance, solar energy, consumer rewards, structured social interaction, the music and entertainment industry, the holiday and leisure industry, employment marketplace, consumer rewards, and crypto asset security applications.

By staying up to date with the latest developments in the blockchain and cryptocurrency space, including changes in the legal and regulatory landscape in Singapore and other jurisdictions, our team of lawyers can provide practical advice and guidance to help our clients make informed decisions and achieve their business objectives.

Our core capabilities include providing advice and guidance on:

  • an appropriate legal entity in Singapore for conducting an ICO and assistance in incorporating the appropriate legal entity;
  • applicable laws and regulations that may apply to the client’s payment and licensing, and content distribution systems;
  • draft White Paper and business plan; including review and comments from a legal and regulatory perspective;
  • whether the tokens to be issued in a proposed ICO constitute “capital markets products” or “securities” under Singapore law;
  • road mapping the entire process of an ICO;
  • procuring applicable licences or approvals from relevant Singapore regulatory authorities for launching an ICO and for operating other business services intended to be conducted in Singapore;
  • preparing agreements between the client’s company and placement agents; and other intermediaries and collaborators, where appropriate;
  • complying with KYC procedure and anti-money laundering requirements under prevailing Singapore laws and regulations; and
  • procuring tax advice from our associate tax specialist advisors.

service

We offer a wide range of services to borrowers, non-bank lenders, and financial institutions, including:

Debt financing: We advise on the structuring, documentation, and negotiation of debt financing transactions, including loans, bonds, and other credit facilities.

Debt restructuring: We advise on the restructuring of debt, including workouts, recapitalisations, and debt-for-equity swaps.

Regulatory compliance: We help financial institutions comply with applicable laws and regulations, including those governing lending, trading, and investment activities.

Dispute resolution: We represent financial institutions and their counterparties in arbitration and litigation proceedings.

The Banking & Finance Practice Group (BFPG) has always taken pride in providing a comprehensive range of banking and finance services to our clients, including domestic and foreign international banks, other financial institutions as well as non-bank lenders and borrowers, and foreign legal firms acting for parties outside Singapore.

Our clients include domestic and foreign banks, other financial institutions, non-bank lenders, borrowers, and foreign legal firms acting for parties outside Singapore. Clients rely on us as their trusted advisors for a wide range of banking and finance matters, from routine daily issues to intricate cross-border transactions involving renowned global financial institutions and corporations.

The firm also has access to a global network of correspondent firms, which allows us to tap into a broader range of legal expertise across different jurisdictions.

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We offer a wide range of services to asset managers and investment funds, including:

Fund structuring and formation: We help asset managers structure and form the fund, including drafting fund documents, and registering the fund with the regulator.

Regulatory compliance: We advise asset managers on licensing and regulatory issues, and generally regarding setting up business, including advising on marketing and distribution of foreign funds in Singapore.

Family offices: We help investors on establishment of family offices and asset managers operating multi-family offices.

Fund due diligence: We help investors on due diligence on investment funds and asset managers.

Transactions: We advise on mergers, acquisitions, winding up and other strategic transactions by asset managers, as well as on private equity and venture capital investments by funds.

Dispute resolution: We represent investment funds and asset managers in arbitration and litigation proceedings, including disputes with investors and other counterparties.

Our diverse client base includes private equity, venture capital, real estate and hedge fund managers, fund administrators, fund platforms and institutional investors. With a deep understanding of their specific needs, we deliver tailored solutions that align with their individual business objectives. We are also active  in innovative markets, such as digital payments and securities tokenisation.

accolades for Funds and Financial Services

Award-winning leader in the legal space.

Over the years, CNPLaw has ranked highly in professional and commercial publications on our ability to help clients purposefully navigate the intricacies of the law.

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Of Counsel

Aaron Lee

Equity Partner, Management Committee

Pradeep Kumar Singh

Equity Partner

Bill Jamieson

Equity Partner

Tan Min-Li

Partner

Quek Li Fei

Partner

Wong Pei-Ling

Associate

Andrew Eng

Associate

Daniel Ng

Senior Associate

Nicole Leong

Senior Associate

Xiao Yuting

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