Commercial Practice Contents

1. Setting up a company
a. table of life cycle
b. relevant legislation
c. types of business entitles available
i. pros and cons
ii. other relevant considerations
d. general pre-registration requirements
e. incorporating a company
i. types of companies
ii. relevant areas of advice
1. local
a. name
b. MA and the rest of the incorporation transaction
2. foreign
3. govt approvals
4. immig formalities
5. income tax
iii. incorporation of local company
iv. incorporation of foreign company
1. foreign branch/ local subsidiary/registered office
2. ‘carrying on business’
v. public company
vi. companies limited by guarantee
f. Incorporating a business
g. LLPs

2. corporate loans
a. the right precedent
b. types of loans
c. the facility agreement
i. facility
ii. standard provisions
d. security
i. types
ii. security documents
1. stamp duty
e. registration and perfection
f. searches
g. approvals
h. legal opinions
i. considerations when handling finance transactions
i. companies act and bankruptcy act
ii. insolvency
iii. finance companies act
iv. MA of borrowing company
v. Dealings with listed companies
j. Raising funds from offering of securities

3. joint ventures
a. nature of joint venture
b. reasons
c. vehicles
 i. company
ii. partnership
iii. LLPs
iv. Consortium
d. Miscellaneous considerations
e. Role of the lawyer
f. Implied rights and obligations arising from JVA
g. Transfer of employment s18A EA
h. Methods/ techniques in joint venture
i. Ali baba arrangements
ii. Steps to conclude venture
1. prelim agreements
2. cloak of confid - Lock out agreements
3. documentation prior incorporation
4. JVA clauses
a. contract vs articles
b. basic clauses
5. final steps

4. takeovers
a. Applicable Laws
b. Regulatory Bodies
i. SIC
1. offences related to takeovers
2. Take-over Code
a. Scope
b. Common terms and definitions
c. General principles
ii. SGX
c. Takeovers in general
d. Types of Take-overs
i. Mandatory Offer
ii. Voluntary Offer
iii. Partial Offer
iv. Reverse Take-over
v. Competitive Offer
e. The chain principle
f. Offer timetable
g. Frustration of offer
h. Unsuccessful takeovers
i. Financing takeover
j. Compulsory Acquisition
k. Suspension of listing

5. acquisitions
a. Methods of Acquisition
i. shares
ii. assets
b. Shares or Assets
i. whether buyer buys more than one business?
ii. Merger of Operations
iii. Joint venture
iv. Preservation of Status Quo
v. Parties
1. means of acquisitions
 2. triggering of takeover code
c. Acquisition of Shares – Additional Issues
i. Financial assistance
ii. Issue of shares validity
iii. Liabilities
iv. Consents from Third Parties
d. Tax Savings
e. Documentation
f. Case study

6. Bankruptcy law in Singapore

a. Causes of bankruptcy
b. Objectives of the bankruptcy regime
i. Prebankruptcy – voluntary arrangements
c. Role of the Official Assignee
d. Bankruptcy Petitions - Creditor’s & Debtor’s Petition
i. OA prima facie administrator
ii. Trustee in bankruptcy
iii. Jurisdiction of the court
e. Conditions and Grounds for Presentation of Petition
i. Who can present
1. creditors
2. debtors
ii. s60 conditions
iii. grounds of petition section 61
iv. s62 presumption
f. procedures in bankruptcy proceedings
i. statutory demand
ii. appeal against bankruptcy order
iii. s158 general vindicating provision
g. Effect of Bankruptcy on Creditors
h. Effect of Bankruptcy on Debtor
i. Bankruptcy offences
i. Maximizing recovery of assets
i. Powers of OA
ii. Assets realized
j. How to Get Out of Bankruptcy

7. Corporate recovery
a. Overview

b. Liquidation/winding up

i.What winding up is
ii.purpose
iii.Reasons for termination
iv. 2 forms
v. test of insolvency
vi. who can be liquidator
1. role of Official receiver
2. powers of liquidator
a. provisional liquidators
b. appeal against liquidator
vii. general statistics
 viii. Procedure for winding up
ix. effects of liquidation
1. date of commencement
2. effect on property and legal proceedings
3. share transfers
4. company officers
5. effect on rights of creditors as to execution
6. execution process
7. landlords
8. secured creditors
9. antecedent transactions – clawback
10. fraudulent transactions
11. retention of title clauses
12. right to set off
13. limitations
14. business operations of company
15. effect on floating charges
16. employees
x. range of creditors
xi. proof of debt
xii. interest
xiii. distribution of dividends
xiv. release of liquidator
xv. dissolution of company

c. Receivership
i. Reasons for insolvency
ii. The receiver
iii. Other preliminaries to appointment
iv. Receivership vs liquidation
v. Types of security that receiver to realize
vi. Powers of receivership
vii. Realization of assets by receiver
viii. Duty of care (towards other creditors)
ix. Effect of receivership

d. Judicial Management
i. Purpose
ii. Circumstances in which application can be made
iii. Who can make application
iv. Restrictions
v. Who can be judicial managers
vi. Powers and duties of a judicial manager
vii. Effects of judicial management
viii. Protection of creditors or shareholders

8. admiralty practice
a. Types Of Claims
b. Categories Of Claims For Which Ships Can Be Arrested
c. Maritime Claims For Ships Which Cannot Be Arrested
d. Advantages Of Commencing An In Rem Action
e. Ship Watch And Renewal Of Writ
f. Procedure For The Arrest Of Ships
g. Differences Between A Statutory Lien And A Maritime Lien - impt
h. Requirements Under Section 4(4) Of The High Court (Admiralty Jurisdiction) Act
i. Problems Relating To Arrest
 j. Post judgement arrests and possessory liens
k. How To Secure Release Of The Vessel (practical pt)
i. bails, security, wording to be agreed etc
l. Caveats
m. Wrongful Arrest
n. Judgment And Sale
o. General Order Of Priorities
p. Comparing Arrest Remedy With Mareva Injunction - Substantive And Procedural

9. Arbitration
a. Legislation and hearing
b. Reasons for arbitration
c. Definition of arbitration
d. Juridical seat
e. Arbitration agreement
f. Appointment of arbitrators
g. Fees of arbitrators
h. Stay of legal proceedings
i. Commencement of arbitration proceedings
j. Jurisdiction of arbitral tribunal
k. Prehearing
l. Arbitral proceedings
m. Other powers of tribunal
n. Removal of arbitrators
o. Award
i. Form and contents
ii. Correction or interpretation of award
iii. Powers of court regarding awards
iv. Appeal against award
1. case law and section 49
2. other provisions affecting appeal
p. misc provisions on proceedings
q. confidentiality
r. mediation and arbitration
s. government
t. transitional provisions

10. Credit and security

a. Mortgages
i. Chattels
 Security

Credit

ii. Land: Sale & Requisition

b. Life Insurance
i. Trust Policies – s73 CLPA
c. Lien, Pledge, Hypothecation and Charge and bill of sale
i. Debentures (Fixed charges, floating charges and receivership)
d. Letter of Guarantee
e. Bills of exchange
f. Banks and Banking
i. Crossed Cheques & Forgeries
g. Promissory notes
h. Banker’s drafts
i. Documentary Letters of Credit
j. Company docs and financing