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Corporate and Capital Markets

The Corporate and Capital Markets practice handles a significant number of complex and sophisticated transactions for clients around the country and globally.  Advisors need an acute commercial instinct as well as an innate ability to get the job done.

Our team provide services to a wide range of companies, including internationally-renowned brands, public and private companies, major financial institutions, financial sponsors, investment funds, entrepreneurs, innovators and wealthy private individuals and their businesses

A fully integrated team that expertly manages cross border transactions from M&A, Private Equity, Venture Capital to Securities Transactions, IPOs and Restructuring to successfully grow our clients’ businesses.

Capital Markets

The practice provides offers legal solutions to local and foreign clients in equity and debt transactions, including the offering of securities through initial public offerings (IPOs) on the Singapore Exchange, and post-listing corporate exercises such as further fund-raising. We are familiar with cross-cultural issues in regional and international business and together with the strengths of our other specialist and regional practices, we offer solutions that are attuned to the expectations of our clients, regulators, stakeholders and other professionals. We have advised issuers, issue managers, sponsors, underwriters and vendors amongst others, on IPOs and reverse take-overs on the Mainboard and Catalist board of the Singapore Exchange.

Our Capital Markets Expertise include:

  • Advising companies on capital and corporate restructuring for purposes of business rationalisation, tax efficiency, and group rationalisation for IPO
  • Advising companies on regulatory requirements and market trends on employee share options and performance award schemes
  • Advising companies on the issue and listing of debt securities, including bonds and convertible securities
  • Deal structuring, advising companies and investors in pre-IPO investments and exits including convertible loan agreements and convertible bonds with or without security
  • Advising companies, issue managers and underwriters on placements of shares at and post-IPO, post-listing capital raising through rights issues of shares and warrants, and bonds issues
  • Advising listed companies, offerors, and investment consortiums on privatisation and delistings of companies from the Singapore Exchange
  • Advising offerors, offeree companies and investment consortiums on voluntary, mandatory and partial offers under the Singapore Code on Take-overs and Mergers

Corporate

Our Corporate Expertise advises and provides practical legal solutions to clients in local and cross-border transactions, and offers a dedicated, dynamic and experienced team of lawyers and legal professionals who have a good understanding of the evolving regulatory and business environment. The team is familiar with cross cultural issues in regional and international business transactions, having as part of its team lawyers and legal professionals from different jurisdictions.

Our Corporate Expertise include:

  • Mergers, acquisitions and divestments
  • Private and public equity investments and placements, reverse takeovers
  • Restructuring and workouts
  • Leveraged Buyouts
  • Joint ventures
  • Cross border transactions that leverage on the multi-national experience and background of our team members
  • Mergers, acquisitions and disposals
  • Debt financing for acquisitions
  • Management incentivisation
  • Exit strategies and profit maximisation
  • Advising boards of companies listed on the Mainboard and Catalist Board of the Singapore Stock Exchange
  • Advising audit committees and individual directors on compliance and governance issues
  • Filings and compliance requirements of the Securities and Futures Act (SFA) and Financial Advisers Act (FAA)
  • Attendant applications for required licenses and/or exemptions
  • Legal issues concerning corporate governance and regulatory compliance matters
  • Compliance requirements of listed companies in relation to general laws, securities regulations and listing obligations
  • Management and resolution of disputes involving directors, officers, and minority shareholders
  • Preparation of corporate policies for corporate governance and whistle blowing
  • Advise clients on prosecutions or other proceedings
  • Interested Person Transactions
  • Agency, distribution, supply and services contracts
  • Franchises and licences
  • Investment and management agreements
  • Specialised technology agreements and agreements relating to the mining, and oil and gas industries
  • Applying for Regulatory Approval
  • Advisory & Consultancy
  • Policies and Procedures
  • Reviews and Test Checks
  • Islamic Finance Compliance Framework
  • Outsourced Compliance Program
  • Customized Training
  • Pre- and Post- Inspection

Our Corporate Technology Group consists of a dedicated team of experts providing guidance to technology companies at various stages of the corporate life cycle both in Singapore and Asia. We understand the needs and requirements of businesses operating in this dynamic sector and work with clients to add real value to their business decisions and growth.

We have extensive experience of advising technology clients, and investors investing in technology businesses, in relation to venture capital and private equity financing, joint ventures, private and public fundraisings, mergers, acquisitions and disposals. Our objective is always to add value by drawing on our practical experience of our clients’ businesses in the technology sector and the transaction process, to facilitate the achievement of our clients’ goals in a timely manner. This will include planning the tax and commercial aspects of a transaction, in-depth due diligence reviews, contract structuring and negotiation through to post-completion integration of key intellectual property and technology.

    • Advise either investors or companies on all aspects of venture capital financing ranging from initial investments, subsequent funding rounds and convertible debt investments.
    • Structure a venture capital transaction cost effectively utilising standard form documentation developed over many years.
    • Manage the legal complexities and execute an investment in unfamiliar jurisdictions across Asia.
    • Through our International Securities Group assist technology companies to achieve an exit by way of initial public offering on stock exchanges in various jurisdictions.
    • Advise technology companies across Asia on acquisitions or disposals and joint ventures with international counterparties.
    • Utilise our extensive knowledge of the way in which international organisations, particularly clients from key technology rich jurisdictions, such as the US, Japan and Korea, prefer to structure their M&A and other corporate transactions.
    • Advise on complex reorganisations of technology businesses with entities across various jurisdictions in Asia including implementation of efficient tax structures.
    • Provide added value on transaction due diligence exercises with input from dedicated specialists experienced in advising technology companies.
    • Assist US and other technology businesses on inward investment into all territories across our ASEAN+ platform, conducting advice through one point of contact.
  • Drafting and reviewing of employment contracts and employee handbooks / policies / regulations
  • Advising on Singapore employment, labour laws and reputations
  • Application for Employment Passes, Personalised Employment Passes (PEPs) and EntrePasses
  • Drafting, reviewing and advising on severance agreements / clauses
  • Advising on termination of employment and retrenchment exercises
  • Advising on transfer of employment due to corporate mergers and acquisitions and group restructuring
  • Drafting, reviewing and advising on restrictive covenants / restraint of trade clauses
  • Advising on discrimination under employment law
  • Advising on employee data protection

Key Contacts

Co-Head of Practice
Erwan BARRE
+65 6381 6386

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Co-Head of Practice
YANG Eu Jin
+65 6381 6871

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Managing Partner
Azman JAAFAR

+65 6381 6880

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Senior Partner
TAN Chong Huat
+65 6381 6787

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Partner
CHEW Kok Liang
+65 6381 6769

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Partner
Richard TAN
+65 6381 6863

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Partner (Foreign Lawyer)
Amanda CHEN
+65 6381 6781

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Partner
NG Yi Wayn
+65 6381 6851

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Partner
Jeremiah HUANG
+65 6381 6856

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