The Corporate & Commercial law practice provides our clients with comprehensive services as we regularly advise on the setting up businesses in Singapore and general corporate and commercial transactions.
We advise corporations regarding a range of M&A transactions. Our mainstay work is related to asset and share purchases, joint ventures, disposals and amalgamations. Our team is able to leverage our insights into the synergies created in an M&A transaction to ensure that the best possible structure and transaction is adopted for each merger, acquisition, amalgamation or alliance. In structuring and reviewing M&A transactions our team also advises on the implications of financial and securities regulations, competition law compliance and assists our clients with obtaining the necessary approvals needed for a successful M&A transaction.
We advise on every stage of a fund’s origination and growth. This ranges from fund formation, fund structuring and compliance of fund regulations. We assist in the establishment and licensing of fund management companies, family offices and offerings of funds-related services. Our venture capital practice focuses on drafting and reviewing term sheets, investment agreements, shareholder agreements etc..
Our team works with established financial intermediaries and service providers to provide an integrated service platform to our clients. We also provide advisory services on the securities and financial regulations applicable to venture capital funds.
Our team guides start-ups through the legal and regulatory landscape and assists them with the necessary agreements, data protection policies, employment agreements and fundraising.
We ensure that good corporate governance is never compromised and we tailor our advice to respond to the unique needs of each start-up. We look at short-term and long-term implications and help start-ups navigate through the different stages of growth and meet their commercial needs at each stage.
Our team analyses the commercial and corporate needs of our clients and provide guidance to our clients with their preferred mode of financing, taking into consideration the commercial realities of each client. We focus on structuring, documenting and reviewing various types of finance transactions, including asset-backed financing and debt-to-equity convertible loans. We also advise, review and draft security structures and bank standard documentation.
Our financial & securities regulatory compliance practice provides advice in relation to the licensing requirements for businesses and financial and securities regulatory aspects of M&As, funds and start-ups.
We provide advice regarding the applicability and enforcement of relevant statutes and regulations such as the Securities and Futures Act, the Banking Act and MAS circulars. Our advice is tailored to the business fundamentals, models, structure and needs of our clients.
We provide advice regarding licenses and approvals from the relevant regulatory bodies.
We also structure investment arrangements and guide our clients in relation to financial and securities issues covering recent developments such as the issuance of digital assets and cryptocurrencies.
Our team advises owners, shareholders and companies over a wide spectrum of regulatory issues in relation to companies. We guide companies from their incorporation to growth and expansion of operations both domestically and internationally.
We provide comprehensive assistance to companies regarding the regulatory landscape and best practices of each industry.
We advise, draft and implement corporate governance policies, investigate wrongdoing and make representations on behalf of companies to regulatory authorities.
Our network of “best friends” firms in ASEAN allows us to develop an ASEAN wide compliant corporate governance policy for our clients as well as provide policies that comply with local jurisdictional requirements.
Through our separate entity known as PD Nexus Corporate Services Pte Ltd, we offer a comprehensive range of support that encompasses corporate secretarial services, corporate administration and compliance services. The corporate secretarial team is well-established and has been assisting companies in complying with the Companies Act and ACRA regulations. We offer the full range of corporate secretarial and administrative services that cater to the needs of Singapore companies, foreign companies registered in Singapore and companies in most offshore jurisdictions.
Litigation is one of the firm’s core practice areas. We have litigated at all levels of the Singapore Courts, showcasing our lawyers’ expertise in a broad spectrum of contentious matters
We have successfully represented local and foreign public listed companies, multi-national corporations, SMEs and private individuals. Our results-driven approach has earned our clients’ trust and confidence in us delivering the most cost-effective and practical solutions, tailored to their needs.
Criminal Defence work has drastically changed over the decades. With an increasingly globalised world and an increasingly sophisticated technological landscape, the criminal law, procedural landscape and investigative methods are quickly evolving.
Our Criminal Litigation Practice is highly experienced and well equipped with the necessary skills to understand the rapidly evolving investigative landscape and criminal justice framework. Our team is highly experienced in defending clients in all types of offences including white-collar crime and other offences.
Our team has represented clients in a wide array of offences including:
Our criminal defence team is experienced in providing representation to clients at all stages of the criminal justice framework from the initial investigation phase through to trials and appeals stage. Our team is also able to work closely with forensic experts where necessary to identify possible defences through leveraging on technology and science.
As digital innovation drives a shift in financial services and capital markets, there is increased regulatory and compliance pressure from regulators and supervisory authorities around the globe. This results in financial institutions and fintech innovators facing higher level of regulatory scrutiny and enforcement.
With expertise and peculiar interest in blockchain, cryptocurrency and payment services, our Fintech team of legal practitioners has closely studied the development of the fintech industry, providing the full range of legal services that financial institutions and fintech entrepreneurs require to navigate the developing regulatory environment.
We advise clients on fintech matters including, regulatory compliance, fundraising, data protection, business expansion, and M&A.
Our lawyers are skilled, dedicated, and committed to understanding their clients’ needs and have experience advising on merchant acquisition services, real-estate backed digital tokens, gold backed digital tokens, utility tokens, digital payment tokens and e-money issuance.
We have also advised growth stage start-ups that require expertise in relation to fundraising and business expansion from Singapore to other Asia Pacific jurisdictions.
Our services include advice and guidance on:
We also act for Indian clients based in Singapore and in India seeking to do business in Singapore or have their disputes resolved here, and often also for Singaporean entities involved in disputes with Indian parties.
Our dedicated India desk helps provide streamlined and dedicated support to:
The India Desk is managed by Lakshman Shankar, who is an Indian-educated and Indian-qualified lawyer with over twenty years’ practice experience in India, and by the firm’s managing partner, Peter Doraisamy, a Singapore-qualified lawyer who has significant experience working with Indian clients and Indian related matters. Clients benefit from our understanding of Indian business culture.
Over the years, the firm has built strong working relationships with reputable Indian law firms across various practice areas and industry sectors. This includes, but is not limited to, commercial litigation, international arbitration, M&A and corporate advisory work, shipping and international trade, and intellectual property.
Our India Desk is well supported by seasoned professionals practising across a wide range of legal fields in Singapore, providing the Desk a strong foundation and back-end support in complex disputes and cross-border transactions where both Indian and Singaporean jurisdictions apply. It enables us to offer our clients complete and comprehensive services, dovetailing across different practice areas.
Our original core competence, commercial litigation and arbitration, now has the benefit of expertise in other practice areas. Our lawyers routinely handle both domestic and international arbitration, having been engaged on significant and complex disputes ever since the firm was established. Please refer to our page on our arbitration practice for details: link.
We have worked on cross-border investments, mergers and acquisitions, business contracts and can be of immense help to clients wishing to establish business entities in Singapore. We are also well placed to offer regulatory advice and assistance.
Our abilities arise from intensive work in different industry sectors: IT, telecom, healthcare, BPOs, solar power, renewable energy, shipping, banking, to name a few. We are well placed to render services in most practice areas, including:
Indian business entities and private individuals searching for international business opportunities look at Singapore as an obvious choice. This gives Singaporean entities, whether investors, service providers or others, attractive business prospects. The SIAC has become the most preferred arbitral institution in Asia, giving rise to an increased need for Singapore-India legal services. We believe PDLegal can play an important role.
We advise companies, creditors and other interested parties over the best course of action in an insolvency scenario. Our team leverages its strong commercial understanding to ensure that our clients are able to obtain the best possible value from insolvency regime tools such as receiverships, judicial management and schemes of arrangements.
We also assist our client in their application to the Court with respect to receiverships, judicial management and schemes.
In a commercially volatile world, businesses may often undergo financial distress and companies may face a myriad of factors which may affect its ability to continue to operate. Our team ensures that in such instances, the rights and interests of our clients are protected, whether they may be creditors, shareholders or other interested parties.
We assist our clients in the winding-up proceedings and work closely with liquidators to ensure that the relevant statutory obligations are complied. We advise our clients and represent their interests in relation to a winding-up proceeding. Our focus here has always been to get the best possible value for our client.
Our team assists individuals with respect to debt recovery, personal debt restricting programs, such as the Debt Repayment Scheme and advises our client on how to
restructure their debts. Our practice involves issuing statutory demands, application for bankruptcy and recovery and protection of assets. We also assist our clients in defending bankruptcy applications. Our experience in debtor-creditor issues provides our team a comprehensive understanding of bankruptcy law.
We also advise creditors in relation to their rights and in their application to the Court for bankruptcy. We represent both secured and unsecured creditors and leverage on our experience to create bespoke debt repayment packages for our clients.
Cross-border insolvencies invariably involve complex multi-jurisdictional transactions and corporate structures. This requires coordination across multiple jurisdictions to ensure proper and seamless proceedings or restructuring.
Our team has experience in dealing with the myriad of factors that arise in a cross-border insolvency. We have advised companies as well as interested parties in the insolvency.
We leverage on our network to ensure multi-jurisdictional coordination to preserve assets and protect our clients’ rights. Our team also advises our clients regarding the recognition and enforcement of cross-border insolvencies, and aiding them to navigate the difficulties that arise out of multi-jurisdictions that is inherent in a cross-border insolvency.
Our team’s expertise includes debt restructuring and workouts for creditors and debtor. By leveraging on our experience representing debtors and creditors, we have gleaned insights into the key considerations of either side. This has allowed our team to negotiate and implement deals that are of value to our clients. Our services extend to working with and advising creditors, independent financial advisors, auditors and accountants.
We investigate misappropriation of assets, corporate fraud and misconduct. The proliferation of such incidences across territories requires close coordination between interested parties, regulatory authorities, enforcement agencies and private actors.
We assist out client throughout the process of investigation, asset-tracing and recovery. Our team has experience recovering assets in multiple jurisdictions leveraging on our global network of partner firms.
Our team utilises a variety of legislative and judicial tools to secure our client’s claims and advise our clients with the best possible strategy to ensure that our clients’ interests are protected.
PDLegal LLC offers clients an extensive range of services to private equity and venture capital firms, family offices, providing advice and expertise on:
On 15 January 2020, the Monetary Authority of Singapore (MAS) launched the much awaited ‘Variable Capital Company’ (VCC), a new corporate structure customized to cater to the specific requirements of investment funds.
The VCC structure is based on the “Segregated Portfolio Company” structure – a company, which remains a single legal entity and may create segregated portfolios such that the assets and liabilities of each portfolio are legally separate from the assets and liabilities of any other portfolio, currently adopted by jurisdictions such as the Cayman Islands. Much like the Segregated Portfolio Company, the VCC can be structured as a stand-alone fund or an umbrella fund with multiple sub-funds.
This article seeks to provide an overview of the VCC structure including regulatory requirements and incentives, and highlight why the VCC is becoming an increasingly popular vehicle for fund and wealth management.
The following are the key features of a VCC:
As the VCC was introduced for the purposes of fund and wealth management, it has been ultimately tailored towards the needs of the aforesaid industries. Some of the key advantages of the VCC include the following:
To encourage industry-wide adoption of the VCC framework from managers in Singapore and globally, the MAS has announced a generous grant to defray VCC related set up costs (the “Grants Scheme”).
Under the Grants Scheme, MAS will reimburse VCCs up to S$150,000 which can be utilized towards payments to eligible Singapore based service providers (legal and tax counsel, regulatory & compliance).
For the purposes of tax, the VCC is treated as a company and a single entity. As such, the VCC need only to file a single Income Tax return with the Inland Revenue Authority of Singapore (IRAS) .
The VCC will also be able to be afforded tax benefits such as:
Our maritime practice is a key practice area of the firm. Our lawyers are experienced in the full range of shipping and admiralty work, having acted for clients in highly contentious matters as well as complex transactional and advisory work.
We pride ourselves on being able to assist our clients efficiently with precise and comprehensive advice. Bearing in mind the global nature of the shipping industry, we have a wide network of foreign law firms in various major ports to support our clients’ needs.
Our clients include shipowners, charterers, P&I Clubs, H&M underwriters, recovery agents, cargo insurers, brokers, suppliers, ship agents and managers and other institutions involved in the maritime industry.
Our lawyers are highly experienced and have handled a broad range of casualty-related work including the arrest of vessels for obtaining security. Notable casualties handled recently include:
We have extensive experience in advising and handling litigation work in relation to this varied area of work. Some of our recent cases include:
Our lawyers are well-versed in both contentious and non-contentious matters in this practice area. As the market continues to face a downturn, our understanding of our client’s business provides a distinct advantage in offering prompt advice tailored to the difficult problems faced by both owners and yards. Some of our recent cases include:
We have acted in numerous vessel sale and purchase transactions and have also advised on financing and flag registration aspects both in relation to the purchase of second hand tonnage as well as newbuilds. We also advise both buyers and yards on their shipbuilding and repair contracts, ensuring that their contracts apply the appropriate contractual risk allocation. Our work in this practice area includes advisory work and drafting of charterparties, ship management contracts, contracts of affreightment and crewing agreements. Finally, we are adept in acting for our clients in international joint ventures in the context of the deployment of their vessels into challenging jurisdictions such as Nigeria, Mexico and Saudi Arabia.
Examples of our matters are as follows:
Having acted in a highly publicised case concerning an elderly widow and Chinese tour guide from years 2014 to 2017, our lawyers have a strong reputation in handling matters related to mental capacity and contested LPAs/Wills.
We have argued significant court applications and obtaining positive outcomes for our clients, at all levels of the courts up to the Court of Appeal. Our experience runs the gamut from Estate & Succession Planning to Family & Matrimonial Disputes.
Our international trade practice covers both contentious and advisory work. Our lawyers have a strong background in dispute resolution, including disputes relating to the international sale of goods and services, trade finance and insurance, shipping and logistics, conflicts of law and jurisdictional issues. We also regularly advise our clients on various regulatory and compliance issues as the need arises.
Having acquired in-depth knowledge of the industry, our lawyers are well-placed to advise our clients on a wide range of matters.
In association with Hugh Fraser Consulting International, a specialist consulting and legal services provider, we assist our clients in the energy and water sectors to expand successfully across international markets with a focus on the ASEAN region.