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Commercial Practice Contents

Commercial Practice Contents

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Published by: api-3803117 on Oct 17, 2008
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03/18/2014

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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. locala. 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. \u2018carrying on business\u2019

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 \u2013 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 \u2013 voluntary arrangements
c. Role of the Official Assignee
d. Bankruptcy Petitions - Creditor\u2019s & Debtor\u2019s 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

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