Banking Practice
In the early 80’s, pursuant to the Government’s policy of promoting Singapore as a regional financial centre, Singapore was able to attract many top global banks to open branches in Singapore.  However, when the banks started doing business, it was felt that not enough Singaporean lawyers (at that time) had the experience of acting in complicated cross border deals or were familiar with the market practice in London or New York.

As such the government was persuaded to allow Freshfields to be the only international law firm that was allowed to practice Singapore law (and employ Singapore qualified lawyers).

Our Mr Tan Peng Chin and Mr Chandrasegar were very fortunate to be working and learning from Freshfields from 1982 to 1987.

It is probably because of this historical fact that our Firm presently acts for at least 20 international banks.

As each of these banks specialises in different products and provides different kinds of banking services (ranging from ship financing to project financing to structured trade and commodity financing, to private banking, asset management, forex or swap transactions, syndicated loans, bonds, multi-currency loans or note issuance facilities, etc) we dare say that our banking lawyers have experience in almost all areas of finance work (both local as well as regional).
 
Instead of having their own legal department, a number of our banking clients have decided to employ us on a retainer basis which enables them to consult all the different specialists in our Firm. 



Full Service

Our lawyers have assisted several offshore banks (Wells Fargo, Armco Pacific, First City Texas, BHF Bank, Asahi Bank, UniCredito Italiano) in closing down their Singapore branch.

As we have also acted in the setting up of even more banks, we certainly can boast of being able to provide a complete range of services to our banking clients.

The interesting aspect of acting in the closure of a bank is that not only must the lawyer be able to advise how its various assets can be transferred, assigned, run down or terminated, he must also be familiar with all the labour law issues concerning employment contracts, retrenchment, tax, etc. Most importantly, because of the stress and pain and emotions involved, the lawyer must be sensitive to the difficult position of the various parties and be able to exercise maximum tact when dealing with all parties (whether it is the bank’s customers, employees, head office or whoever).

We never pretend to be headhunters, but where possible, we have tried to introduce retrenched employees to other banking clients that are looking to expand their business. It really feels good to be able to do this when our clients are also our friends.



Mergers & Acquisitions

Our Mergers and Acquisition Practice forms an integral part of our Corporate Practice. Our clients range from multinational corporations, listed companies, private companies to small and medium businesses.  Our experience and expertise traverses a broad spectrum ranging from plain vanilla sale and purchase of securities (including controlling blocks in listed and unlisted), business and asset transfers to strategic alliances, reverse take-over bids, privatizations and reorganizations and multijurisdictional mergers and acquisitions. We are also respected for our expertise in take-over bids, leveraged and management buy-outs.

Our focus is to provide cost effective and practical solutions, in a prompt and efficient manner both at the outset and throughout the course of each mandate. We earned particular respect for our performance in bringing about a speedy and cost effective solution to a major shareholder in a listed company who was involved a hostile takeover situation. The major shareholder had, without proper legal advice, breached the mandatory offer obligations under the Takeover Code by acquiring shares in excess of the mandatory offer threshold. Faced with regulatory sanctions and civil suits he instructed us to negotiate with the Takeover Regulators. We proposed and implemented a multi-million dollar compensation package for the minority shareholders that was accepted by the Code Regulators and which saved our client from potentially very serious criminal penalties.

One of our Senior Directors, Mr Chandrasegar is the author of 2 highly regarded books on Mergers and Acquisitions – “Take-overs and Mergers in the United Kingdom, Singapore and Hong Kong” published by Longmans and “Take-overs and Mergers” published by Butterworths. He is also the co-author of the Company Secretarial Practice Manual in Singapore published by Thomson Information (SEA).



Derivatives

We have also advised on a wide range of derivatives products both over-the-counter (“OTC”) and exchange offered derivative products. Our expertise extends to all forms of swap transactions, forward and futures involving interest rates, OTC options, warrant products, currencies, equity interests, commodities, repos and securities lending transactions and other capital markets transactions involving asset-backed securities, equity, debt, structured notes and hybrid securities with embedded derivatives.



Corporate Finance and Capital Markets

We advise clients on a full range of corporate finance matters. In public and private equity and debt offerings, we have represented issuers, issue arrangers and managers and underwriters. We have also been involved in advising industry players in both public and private debt and equity finance both in the context of public take-over bids and private acquisitions of control involving listed companies and advising on compliance matters on the raising of finance in the public domain. Our Corporate Finance Practice is intrinsically linked to our Banking Practice. In the area of banking and financial intermediation we are highly regarded in multicurrency bank lending, syndications, structured asset financing including project finance, medium term note programs, securitization and derivatives.



Asset and Wealth Management

We have a dedicated team of lawyers to handle funds and wealth management services. With more than 50 years’ combined experience in our Asset & Wealth management Department, our emphasis is on ensuring that our clients are served by lawyers with maturity, experience and who have an understanding of the business issues faced by the industry.

In addition to practice experience in funds and wealth management, our lawyers come from diverse backgrounds including in-house experience with a global asset management company, and practice in the areas of banking, structured trade finance, general corporate and commercial, and commercial litigation. Such diversity in prior experience enables our team to take a broader commercial view of issues and transactions.

Services offered by our Asset & Wealth Management Department include:

  • Structuring of collective investment schemes covering direct investment schemes and feeder funds.
  • Application for Authorisation and Recognition of local and foreign funds in Singapore.
  • Preparation of public offering documents including prospectuses and information memoranda.
  • Advising on licensing laws, such as under the Securities and Futures Act (“SFA”) or the Financial Advisers Act (“FAA”) and other business registrations and licenses.
  • Advising on regulatory requirements affecting different investment products, including retail public funds, offerings to institutional, sophisticated and accredited investors, private equity and private placements.
  • Advising on the CPF Investment Scheme (“CPFIS”) – including application to CPF Board for Fund Management Company status and inclusion of funds under CPFIS.
  • Advising on the offering and disclosure requirements for Investment-linked Insurance Products under MAS Notice 307.
  • Setting up of funds in foreign jurisdictions (e.g. Luxembourg, Cayman Islands, British Virgin Islands, Mauritius).
  • Advising and applying for tax incentives for fund managers (under the FSI scheme), foreign investors and trustees (approved trustee scheme) in Singapore.
  • Drafting of ancillary agreements with various service providers such as registrar, custodian, administrative agent, transfer agent, distribution agent, investment manager and investment advisor.
  • Advising on and negotiating of ISDA Master Agreements and Counterparty Schedules, Credit Support Annexes, etc. and PSA/ISMA Global Master Repurchase Agreements (GMRA).
  • Advising on and drafting of risk management and compliance plans, key operating procedures for fund managers and trustees.


Real Estate & Conveyancing Practice

Conveyancing practice in Singapore underwent a sea-change around 2002/2003 when “scale fee” was abolished.

Before 2003 the scale fees, in theory, dictated that regardless of which law firm a client went to, the professional fee would be the same, based on the value of the transaction.

With the abolition of the scale fee, and market forces given absolute free reign, it was almost like all the bubble tea sellers in Singapore suddenly becoming conveyancing lawyers.

But as there is always a cost to doing business, professional fees for conveyancing matters have risen to a level which now enables a conveyancing lawyer to provide proper service to his client.

One unintended consequence of the abolition of scale fees is that there are now very few conveyancing lawyers younger than 30 years old, as most conveyancing practice were simply unable to pay the kind of salary which young lawyers were expecting (or could earn practising other areas of law).

We currently have 3 conveyancing lawyers in Tan Peng Chin LLC, 2 Senior Directors (who before joining us in 2000 had been practising in Singapore’s then No. 1 conveyancing firm - Khattar Wong & Partners for more than 15 years) and a Director who was with Allen & Gledhill before joining us. We also have two Paralegals (Foreign Lawyers), one who has extensive work experience in commercial and property transactions, commercial litigation and workplace relations in Australia and the other who has handled a variety of conveyancing and banking transactions in Malaysia. The team is also supported by a group of about 15 specialised conveyancing paralegals and staff combined.

Our conveyancing lawyers have acted in major property developments in Singapore (eg. Scotts 28, Ardmore Park, Great World City), had acted in the sale and purchase of commercial sites and buildings and in the last year acted for several listed companies who together had sold S$0.35 billion worth of real estate to various real estate investment trusts (REITs). We also act for landlords of various commercial buildings and shopping malls in Singapore in the lease of their offices and retail units. Recently, the team has also been working on collective sales, also known as en-bloc sales.

We act for all the Singapore banks in their mortgage financing and have been on the panel of CPF Board since 1999.


Business Law
If you are thinking of starting a business in Singapore, come have a chat with us. We will advise you on the most appropriate vehicle to use (sole proprietorship, partnership, limited partnership, subsidiary or branch), help you set up the company or draft the appropriate partnership deed, and if you are a foreigner, we can also assist you to apply for an employment pass.

After that we can assist you in drawing up the appropriate employment contracts for your staff, negotiating your lease for office premises, and advising you on various business agreements (eg. franchise, distributorship, agency, etc) which you may have to enter into. We can also assist you in registering a trademark to protect your company’s logo.

As the Singapore Companies Act requires a company to file certain returns with the authorities and to maintain certain statutory records, we are able to provide corporate secretarial services to your company to ensure that you comply with the relevant corporate governance regulations.

Should you require regular legal assistance but do not feel that you need to employ a full time in house lawyer, we would be honoured to enter into a retainer arrangement with you whereby for a fixed annual fee, our whole firm will end up acting as your in house legal department.



Employment Law

When Nanyang Technological University was first established in 1991 our Mr Tan Peng Chin was instructed by the University to assist in drawing up their standard employment contract for all their different staff, tutors, lecturers, professors, visiting academics, etc. We were also responsible for producing NTU’s Employment HandBook.

We regularly assist multinational corporations to establish their employment policy in Singapore, help them in incentivising and maintaining talents, and ensuring that these policies are consistent with their world wide practices, to the extent possible under Singapore law. If they employ any foreigner, we can also assist in the application of employment pass.

We have also advised listed companies on their Employees Share Option Schemes.



Intellectual Property

Our Intellectual Property, Media & Entertainment Department was revamped in late-2004. The Department has since expanded rapidly, and we now represent a broad range of clients including several MNCs, Singapore listed companies and IP collecting societies. Although still very young, we have been selected by AsiaLaw as one of the top 10 IP practices in Singapore for the year 2006.

We advise on a broad range of intellectual property matters, including litigation, enforcement, management and transactional matters and patents law.

In transactional matters, we manage the worldwide trade mark portfolios of a number of public-listed companies. We also draft agreements, and advise on commercial intellectual property matters as well as media and competition law issues.

Our litigation capabilities cover all aspects of IP litigation, including applying for interlocutory injunctions, and applying for, executing and supervising the execution of Anton Piller Orders. Our lawyers have been involved in landmark cases in several areas of IP law, including trade mark, copyright, patent and registered design laws.

For enforcement matters, our work includes applying for and executing search warrants, and prosecuting offenders thereafter. We also plan, implement and manage enforcement strategies for various multinational as well as local entitles in Singapore and the region. Furthermore, we assist clients in making representations to the government authorities for amendments to legislation and changes in enforcement practices.


Technology & e-Commerce
Our IT lawyers are a bunch of guys with a keen interest in all kinds of technology (computers, mobile phones, hi-fi systems, plasma TVs etc.) and shopping on-line. 

Our Technology Law and e-Commerce practice group had its origin in the days before the dot com boom. As early as 1998, we recognized that Singapore would become a society where business efficiencies would depend on the use of technology. It was then that we started our information technology and e-Commerce practice group. We were one of the pioneers in advising stock brokers on the legal issues related to internet share trading as well as the setting up of Internet based share trading systems.  Thanks largely to American consultants, we had conducted Y2k audits for at least 20 blue chip institutional clients. Since then, we have moved into many other areas of technology

So what sets us apart from other lawyers in this area of work? As our IT lawyers have a keen interest in technology (and frequently shop over the Internet), we are able to understand and appreciate your technology. To sum up our practice group in one sentence “Tech by techies”.




Franchising / Licensing

Franchising is a concept that many people have had contact with, and the names that immediately spring to mind include McDonald’s, Burger King, or Kentucky Fried Chicken.

In a franchise, what the franchisee acquires from the franchisor, in exchange for payment of certain fees, is a business, marketing, operations strategy and the use of the franchisor’s name in the form of a trademark.

The greatest advantage that the franchisee acquires is a reduction of business risk that starting a business entails because franchises usually start-up faster and become profitable more quickly. Other advantages are managerial and marketing and operations know-how that the franchisor provides and instant brand recognition.

As Singapore companies start building their own brands, franchising will become an important means of expansion. 

Our lawyers have had extensive experience in working on franchising arrangements involving BreadTalk, Hard Rock Café, Planet Hollywood and Haagen Dazs and licensing arrangements involving Calvin Klein/CK, Armani Exchange, Donna Karan, DKNY and D&G.


Competition Law
Competition legislation was introduced for the first time in Singapore on 1 January 2005. The operative provisions prohibiting restrictive agreements and abuse of dominance came into effect on 1 January 2006.

In a nutshell, competition law prevents companies from engaging in restrictive anti-competitive activities. Thus, agreements between undertakings which have as their object or effect the prevention, restriction or distortion of competition within Singapore are generally prohibited. Companies which are in a dominant position in any market in Singapore have an additional obligation not to abuse their dominance, for example, through predatory behaviour, monopoly pricing, limiting production, and so on.

Directors have a duty to ensure that their companies act lawfully. Further, an infringement of competition law may result in lengthy investigations and significant financial penalties, third party actions and loss of reputation and goodwill. It is therefore essential for companies and businesses to ensure that they are in compliance with the competition legislation.

Competition law can also be used to counter anti-competitive behaviour by others, and may help businesses in opening up markets where only one or a few players are dominant.

Prior to the introduction of the Competition Act, we worked with clients to make representations to the authorities on the draft legislation before it came into force.


Civil Litigation & Arbitration
If litigation is a martial art, our litigators are from some of the best martial arts schools or dojos in Singapore. Our litigation ‘black-belts’ were trained by, and have worked with, some of Singapore best and biggest litigation firms, eg. Drew & Napier, Rajah & Tann, Rodyk & Davidson, Baker McKenzie.Wong & Leow and Lee & Lee. 

Each of our litigation lawyers and paralegals was either individually headhunted or hand-picked to be part of our Litigation & ADR (Alternative Dispute Resolution) department, which we re-built in 2004 to meet the increasing litigation and arbitration needs of our ever-expanding local and foreign client base.

We are fully equipped to handle a full range of litigation matters, from the simple to the very complex (e.g. acting for a major creditor in the CAO insolvency). Our litigation lawyers have also acted as counsel in SIAC, ICC and UNCITRAL arbitrations. 

Our clients demand, and receive, the utmost quality, expertise and dedication from our litigators. We deliver our very best on a daily basis. 

We don’t apologise for giving your opponents sleepless nights. 

Neither do we apologise for winning cases, or enjoying ourselves in the process.



Corporate Insolvency

“Not just China Aviation Oil”

Some say that the CAO saga was Singapore’s largest corporate insolvency in recent times. We totally agree as our litigation lawyers were right in the thick of it representing SK Energy Asia against China Aviation Oil (S) Corporation Ltd (“CAO”) in an US$18 million lawsuit and insolvency proceedings.  

Instead of acting for several creditors of CAO simultaneously we decided to represent only one. As such, we were able to give undivided attention to our clients’ individual needs and interests, championing their position without any fear of prejudicing the rights or interests of any other creditor-clients. 

Our representation of SK Energy Asia saw us winning the prestigious ‘Asian Legal Business - Singapore Insolvency and Restructuring Deal of the Year’ award in 2005.

Our corporate insolvency litigators continue to represent clients in major cases today e.g. our representation of the judicial managers of a prominent Singapore telecommunications and connectivity provider and the liquidators of a major Singapore building and construction company that had been previously engaged in several government housing contracts. 

While we don’t hope for any more companies to find themselves hopelessly in the red, we realise that bad things do happen. When they do, we are there to help.



Admiralty & Shipping

Our admiralty and shipping practice advises and acts for clients on contentious as well as non-contentious matters. In respect of our non-contentious shipping practice, we have a strong ship financing practice and we count many local and international banks from, inter alia, Scandinavia, Germany and Japan as our clients. We handle a significant portfolio of corporate / transactional shipping work, including ship sale and purchase transactions, shipbuilding and ship repair contracts, international sale of goods, trade financing, guarantees, letters of credit and trade documentation. We also routinely handle ship and mortgage registrations in Singapore, Panama, Liberia, Vanuatu and various other countries.

Complementing our non-contentious shipping practice is our admiralty and shipping litigation team. The team brings together the extensive experiences and skills of our shipping lawyers, providing maritime advice and litigation support to our clients locally and in the region. Arbitration work is also an important facet of our admiralty practice.

Our shipping team deals with all aspects of maritime law, including claims and disputes pertaining to bills of lading, charterparties, demurrage, cargo loss and damage, marine insurance, maritime casualties, salvage, mortgage enforcements, shipbuilding and repair.

Our lawyers have handled many large and complex maritime cases involving cross-border and domestic disputes. We have been instructed to act for the salvors in a High Court Suit regarding the salvage of a vessel and goods that had sunk in Indonesian waters, which involved issues on common law salvage, salvors’ reward, negligence and fraud. We also represented an oil trading corporation in an international arbitration involving multiple claims and disputes relating to oil shipment and trade. The issues involved include Platts’ disputes, oil trading arrangements, demurrage, seaworthiness of vessels, and other cargo quantity and quality issues.

We also represented a large and prominent shipyard in a ship repair dispute. The vessel was arrested in Malaysia and the application for wrongful arrest and release of the vessel was successfully resisted at first instance and on appeal. Security of about S$1 million for the release of the vessel was successfully obtained. We also obtained summary judgment for the shipyard against the ship owners.



Criminal Law

Most of our clients are very well behaved; as such we do not have a large criminal practice.

Having said that, few years ago, one of our lawyers represented a Malaysian who was charged with drug trafficking. Under Singapore’s Misuse of Drugs Act (“MDA”), if found guilty the only sentence is death.

Notwithstanding the best effort put up by our lawyer, our client was eventually found guilty and was hanged. However, our lawyer who was acting in the case was very sympathetic towards the client and his family, and had sincerely believed that but for the “double presumption” found under our MDA (ie. If one is caught, there is a presumption that the drug belongs to the person in possession, and a further presumption that the carrier knows that he is carrying narcotics) our client would have been found not guilty. As such not only did we not charge his family for acting for him (all the way to the Court of Appeal) but we passed the hat around and the staff and lawyers in our Firm managed to raise about $5,000 which we donated to the accused’s family.

On a less serious note, we have acted for a Japanese investment house that was accused of rigging shares in a blue chip Singapore listed company and a group of Japanese conglomerates who were charged under the Factories Act when one of their workers was killed in an industrial accident. In the former, after representation by us to the Attorney General’s Chambers, no proceedings were taken, and in the latter our client was fined a relatively nominal amount due to our representation to the relevant authorities.