Leading Corporate

Funds Practice

Whether it is launching a new fund, or providing innovative solutions for overseas funds to redomicile in Singapore, our team has extensive experience advising on legal and regulatory aspects of the fund management business.

Corporate & Commercial Law

Mergers and Acquisitions

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.

Funds

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.

Start-Up Advisory

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.

Banking & Finance

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.

Financial & Securities Regulations Compliance

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.

Business Establishment & Corporate Governance

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.

Corporate, Commercial And Civil Litigation

Corporate, Commercial and Civil Litigation

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.

Our Main Areas of Practice

  • Banking and finance
  • Building and construction
  • Contractual disputes
  • Defamation
  • Employment matters
  • Property disputes
  • Securities & Finance Litigation
  • Regulation & Enforcement
  • Fraud & Asset Recovery
  • Director & Shareholder Disputes

Insolvency & Restructuring

Receiverships, Judicial Management & Schemes of Arrangement

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.

Winding-Up & Liquidation

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.

Bankruptcy

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

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.

Restructuring and Workouts

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.

Asset Recovery & Investigation

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.

International Arbitration

Domestic & International Arbitration Lawyers

We are experienced in the whole range of dispute resolution options, including domestic and international arbitration, mediation, adjudication and expert determination. Our client base extends from SMEs to local and foreign multi-national companies. They trust us to give them bespoke and thorough advice on dispute avoidance, contracts and risk management.

Our lawyers are able to handle both domestic and international arbitration work given their experience on complex and high-value cases. We have represented clients in several dispute resolution forums.

Arbitration Centres

  • China International Economic and Trade Arbitration (CIETAC)
  • Hong Kong International Arbitration Centre (HKIAC)
  • The International Chamber of Commerce (ICC)
  • The London Court of International Arbitration (LCIA)
  • London Maritime Arbitrators Association (LMAA)
  • Singapore International Arbitration Centre (SIAC)
  • Singapore Mediation Centre (SMC)

Trade and Energy

International Trade

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.

Our Main Areas of Practice

  • International Sale of Goods & Services
  • Compliance & Regulatory Matters
  • Export Finance & Insurance
  • Security Provisions & Measures
  • Commodity Trading & Trade Finance

Energy & Resources

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.

Our Main Areas of Practice

  • Onshore & Offshore Energy & Resources
  • Statutory & Contractual Regimes
  • Exploration
  • Production
  • International Local Partner Agreements (ILPA) Solutions
  • Project Development & Finance
  • Asset Acquisitions & Divestitures
  • Capital Market & Commercial Bank Financing

Private Client Advisory

Private Client Advisory

Having acted in a highly publicised case concerning an elderly widow and Chinese tour guide from years 2014 to 2017, our lawyers have gained a fair reputation for being the best in issues dealing with mental capacity. We have successfully won 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 clients are given personal and specialised attention by our partners, legal associates and professional support staff.

Our Main Areas of Practice

  • Business & Succession Planning
  • Wills & Probate
  • Family & Matrimonial Law
  • Real Estate Matters
  • Estate, Wealth Planning & Structuring

Criminal Practice

Criminal Defence Lawyers

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:

White-Collar Crime

  • Criminal Breach of Trust
  • Forgery
  • Cheating
  • Offences under the Companies Act & Other Regulatory Offences
  • Anti-Money Laundering related offences (AML Offences)
  • Tax related offences and others

Other Offences

  • Violent Offences (including voluntarily causing grievous hurt, affray & others)
  • Sexual Offences and others
  • Drug related offences (consumption, possession, trafficking)

Representation in Various Stages

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.

Corporate Services

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.

Our Main Areas of Practice

  • Setting up of an entity: This includes the incorporation of private and public companies, registration of a Singapore Branch Office, Representative Office and assisting in the purchase of Offshore companies
  • Provision of company secretary and nominee director
  • Drafting of resolutions and filing of statutory returns with ACRA
  • Attendance at meetings and drafting of minutes of meetings
  • Maintenance of company records: Updates to the company’s registers and minute books
  • Provision of registered office
  • Applications for Work Pass
  • Applications for Permanent Residence and Long-Term Visit Pass

Employment Law

All Employment Law Matters

The Labour and Employment team at PDLegal LLC has extensive expertise and has been retained by Individuals, Companies, and Corporations seeking legal representation on employment law matters in Singapore and Asia.

The team covers almost all aspects of Labour and Employment law, from non-competition, dismissal and harassment to corporate employment policies, employee stock option schemes and data privacy. We are frequently instructed by corporates and C-suite individuals looking to navigate Singapore’s increasingly involved employment landscape.

Non Contentious Employment Matters

  • Drafting of employment agreements for entities of all sizes
  • Legal consultation and representation for private and public entities on all matters pertaining to employment law (rights of employers, termination, non-compete etc.)
  • Cross Border Employment Matters
  • Confidentiality Agreements
  • Employee Stock Ownership Plans (ESOP)
  • Employee Share Option Scheme (ESOS)
  • Advice on Employment Matters during restructuring, mergers and acquisitions, or reorganisation

Maritime & Shipping Law Firm in Singapore

Maritime Law

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.

Admiralty Law & Marine Casualties

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:

  • “Best Unity” c/w “Southern Explorer” off Singapore
  • “United Fortitude c/w “Oceanus Leader” off Singapore
  • “Prime Sailor” c/w “Kuo Hsiung” off Port Klang
  • “Mare Traveller” c/w “Densa Jaguar” off Chittagong
  • “Acted for “ALM Eagle” interests which was towing barge “POE Giant 12” which ran aground off Pedra Branca
  • “Hai Qing” c/w ‘Lord Vishnu’ and “SKUA” off Singapore
  • “Sevilla Knutsen” grounding on coral reefs around the Eauripik atoll, Federated States of Micronesia.

Charterparties & Cargo Claims

We have extensive experience in advising and handling litigation work in relation to this varied area of work. Some of our recent cases include:

  • Acted as counsel for a Singapore company listed in the SGX mainboard dealing with the ownership and chartering of offshore vessels and rigs against a Mexican credit company involving a dispute over standby letters of credit amounting to approximately US$9 million issued pursuant to a charterparty agreement. As part of the proceedings, obtained an interlocutory injunction against the Mexican company preventing it from calling for payment under the letters of credit.
  • Acted for an Indonesian shipping company, which is listed on the Indonesia Stock Exchange, in defending an US$11 million arbitration claim in the London Maritime Arbitrators Association in respect of an alleged breach of a bareboat charterparty.
  • Acted for a Singapore listed company in an SIAC arbitration involving a US$85 million claim for breach of a long-term charterparty of a floating warehouse to PDVSA, the Venezuelan NOC.
  • Acted for a Singapore listed company in its tripartite joint venture to supply offshore support vessels in respect of the Gorgon gas project in Western Australia. Work done included drafting and negotiating the JVA and the chartering contracts.

Shipbuilding, Repairs & Conversion

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:

  • Acted for a Mexican offshore contractor as claimants in an arbitration seated in Singapore against a major local shipyard in connection with warranty claims in excess of US$50 million arising from a contract for the construction and sale of a semi-submersible offshore drilling unit meant to be deployed under a PEMEX contract.
  • Acted for a Singaporean shipyard in a claim for loss and damage in the sum of £800,000 brought by owners for alleged negligence in the conversion of their vessel to enable her to perform cable-laying works.
  • Acted for Owners in a claim against an UAE-based builder for damages arising from delay and negligence in the construction of an offshore platform built at a contract price of US$8 million.
  • Acted for owners in a claim against a manufacturer of controllable pitch propellers for loss and damage arising from defects in design.
  • Retained by a Thai shipyard to advise and assist with all of their contract drafting and litigation.
  • Acted as counsel for a Chinese shipbuilding and ship repair company in the arrest of a bulk container vessel registered in Panama. The admiralty and arrest proceedings involved claims from numerous intervening parties including the cargo owners, bunker suppliers, mortgagee bank and crew and concluded with the judicial sale of the vessel. Also obtained judgment in a sister ship claim against the same owners.

Non-Contentious Shipping and Offshore Oil & Gas Work

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:

  • Acted for a buyer in relation to 3 new building contracts for self-propelled jack-up barges for construction at a shipyard in the USA. The aggregate project cost amounted to approximately US$150 million. Work done included drafting and negotiating documentation in relation to the financing of the new builds and separate joint ventures to own and operate the vessels.
  • A buyer in relation to a construction contract for a Friede & Goldman Super M2 design jack-up rig to be built in an UAE based yard at a contract price of US$150 million. Scope of the advice included the financing of the construction cost, the drafting of all necessary documentation for a tripartite joint venture to own and operate the rig and the negotiation on the terms and conditions of the building contract.
  • Acted for a purchaser in its US$80 million acquisition of an Oslo OTC listed company active in the provision of management services, operation and supply of on and offshore drilling and accommodation units. Advice rendered was mainly in relation to an extensive due diligence exercise carried out on the target company’s management contracts and assets.
  • Acted for a borrower in relation to a US$40 million term loan facility to finance the construction of an offshore platform in the USA.
  • Acted for a Singapore mainboard listed company in its tripartite joint venture to supply offshore support vessels in respect of the Gorgon gas project in Western Australia. Work done included drafting and negotiating the JVA and the chartering contracts.

Funds Practice

Rated as one of the world’s most dynamic financial centres, Singapore is a hub for asset managers and financial services firms. This number is set to grow as the Monetary Authority of Singapore (MAS) continues to roll out innovative incentives, grants and structures, namely, the Variable Capital Companies (VCC) framework.

Whether it is launching a new fund, or providing innovative solutions for overseas funds to redomicile in Singapore, our team has extensive experience advising on legal and regulatory aspects of the fund management business.

We have advised asset managers and family offices on fund formation, fund structuring, regulatory compliance, the Variable Capital Companies structure, licensing of fund management companies, specialized funds, series and seed investments, offering rules for offers of interests of private and retail collective investment schemes, share disclosure requirements, and other issues pertinent to the fund management industry.

Our lawyers are proactive, responsive and willing to go the extra mile to help clients achieve their objectives.

The VCC framework offers the following advantages and features:

  1. Umbrella structure : VCCs can be structured as umbrella funds with multiple sub-funds, and the sub-funds are able to share common resources, such as a board of directors, fund manager, auditor and custodian notwithstanding differences in investment strategies, assets and shareholders. This allows for rationalisation of functions and greater cost efficiency. Sub-funds can be constituted and wound up by the VCC separately and independently of the VCC itself and the assets and liabilities of each sub-fund are segregated at the sub-fund level as a matter of Singapore law.
  2. Payment of dividends: Unlike ordinary companies, VCCs are not limited to paying dividends out of profits and so are able to pay dividends out of capital.
  3. Capital structure: Unlike ordinary companies, the value of the paid-up share capital of VCCs is equal to its NAV and the capital maintenance rules applicable to ordinary companies are not applied to the VCC. This is particularly useful for open-ended funds since investors can freely exit their investment in the VCC by having the VCC redeem its shares.
  4. Share rights: Unlike an ordinary company, a VCC has more flexibility in specifying in its constitution the share rights of its shareholders (whether economic, voting or otherwise), including excluding entirely, any right to vote at a meeting of the VCC.
  5. Confidentiality: While VCCs must maintain a register of shareholders, unlike an ordinary company, this register need not be made available to the public. Nevertheless, this register must be disclosed to public authorities upon request for regulatory, supervisory and law enforcement purposes.
  6. VCC Grant Scheme: On 15 January 2020, the MAS and the Accounting and Corporate Regulatory Authority (ACRA) VCC framework. To further encourage industry adoption of the VCC framework in Singapore, MAS has also launched a VCC Grant Scheme. The grant scheme will help defray costs involved in incorporating or registering a VCC by co-funding up to 70% of eligible expenses paid to Singapore-based service providers. The grant is capped at S$150,000 for each application, with a maximum of three VCCs per fund manager.
    • Applicant EligibilityQualifying Fund Managers [1] that have incorporated a VCC or have successfully re-domiciled a foreign corporate entity to Singapore as a VCC, and have obtained a notice of incorporation or transfer of registration from ACRA.
    • Project EligibilityThis grant is open to Qualifying Fund Managers that have incorporated VCCs or re-domiciled a foreign corporate entity to Singapore as a VCC. The following conditions apply:
      • The set-up of the VCC cannot be simultaneously funded by other government grants/incentives with respect to the same set of qualifying costs and commitments
      • Each applicant may only apply for the VCC Grant Scheme for work done in relation to a maximum of three (3) VCCs that have been successfully incorporated or re-domiciled;
      • Qualifying expenses must be paid to Singapore-based service providers for work done in Singapore in relation to the incorporation and registration of VCCs and their sub funds;
      • A Qualifying Fund Manager may not claim co-funding under the grant scheme solely for registration of sub-funds (without the accompanying incorporation or transfer of registration of a VCC). However, a Qualifying Fund Manager may claim qualifying set up costs incurred for the registration of sub-funds as part of the set-up of an umbrella VCC; and
      • Applicants should formally submit their applications within three (3) months from the date on the notice of incorporation or notice of transfer of registration issued by ACRA (for a newly incorporated VCC) or within three (3) months from the date of ACRA’s approval of the VCC’s evidence of de-registration (for a foreign corporate entity re-domiciled to Singapore as a VCC).
    • Funding 70% co-funding of qualifying expenses listed below, capped at $150,000 per VCC.
      • Legal services
      • Tax services
      • Administration or regulatory compliance services

 

Fintech Practice (Blockchain, Cryptocurrency, Payment Services)

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.

Legal Advice, Regulatory Analysis and Legal Opinion

Our services include advice and guidance on:

  • Company formation and structuring the token issuing entity and token offering;
  • advising on the entire process of an ICO, IEO or STO;
  • working with digital token exchanges for launching digital tokens by way of IEO or STO;
  • drafting and reviewing of digital token purchase agreements;
  • reviewing digital token Whitepapers;
  • procuring applicable licences or exemptions from the regulatory authorities in Singapore for the conducting of payment services in Singapore;
  • preparing and reviewing internal KYC/AML and data privacy policies for compliance with Singapore laws and regulations; and
  • advice on fundraising and business expansion.

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1 Coleman Street #08-02 The Adelphi Singapore 179803