Since 1 October 2022, the Singapore International Commercial Court now has jurisdiction to hear cross-border restructuring and insolvency matters. In addition, foreign lawyers may be appointed to make submissions in restructuring and insolvency proceedings in the SICC. Lawyers may even enter into conditional fee agreements with their clients for selected proceedings provided that certain safeguards are met.

Introduction

Businesses are increasingly spreading their footprint across jurisdictions, be it through the diversified locations of their assets or operations. What this means is that, if and when the need to resolve financial distress arises, such businesses may need to select a forum that will serve as an effective base for the management of the cross-border legal issues.

Introduction & Background

Hodlnaut Pte Ltd (“Hodlnaut”) provides a platform for its users to deposit and withdraw cryptocurrencies. Among other things, users deposit their cryptocurrency on the platform to earn interests. Through the platform, Hodlnaut users can also swap their deposited tokens with other tokens of equivalent value.

Restructuring debt obligations under Singapore law can be an attractive option for companies seeking debtor-led reorganisations, as the country aims to be a centre for debt restructuring in Asia. There are options for non-Singapore companies to take advantage of the jurisdiction’s scheme of arrangement regime.

The Singapore High Court has clarified the definition of “centre of main interests” in the context of a crypto exchange group seeking to restructure its collective debts in Singapore. The analysis has implications to any group business which has interconnected shared services provided by the group companies in a collective service “ecosystem” to customers.

In the latest edition of Going concerns, Stephenson Harwood's restructuring and insolvency team covers the use of lock-up agreements in schemes of arrangements, and the developments in Singapore and Hong Kong as regards recognition of foreign insolvencies. Our final article is a must-read for lenders, discussing the circumstances under which security may be unwound as a undervalued transaction.

Content

Introduction

When a company commences winding-up, the disposition of its property and the transfer of shares in the company is void, unless the Court otherwise orders. Under what conditions will the Court allow such disposition or transfer? This was the question in Ong Boon Chuan v Tong Guan Food Products Pte Ltd [2022] SGHC 181, when the Singapore High Court was faced with an application for the sale and transfer of shares in an insolvent company ("Company").

In Re Tantleff, Alan [2022] SGHC 147, the Singapore High Court considered for the first time whether the United Nations Commission on International Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency (30 May 1997) (the "UNCITRAL Model Law") as enacted under the Insolvency, Restructuring and Dissolution Act 2018 ("IRDA") (the "Singapore Model Law") applies to real estate investment trusts ("REITs").

In this article, Jose Maurellet SC and Michael Lok consider a recent judgment by Aedit Abdullah J of the Singapore High Court exploring issues arising out of the Model Law, including how and when the presumptive COMI may be displaced and whether a publicly held real estate investment trust falls within the scope of COMI.

Introduction

Under the Insolvency, Restructuring and Dissolution Act 2018, the Court may order the winding up of a company on a number of grounds, including where the company is unable to pay its debts. In Energy Resource Investment Pte Ltd v International Golf Resorts Pte Ltd [2022] SGHC 134, the Singapore High Court was faced with such a winding up application, and set out the relevant considerations for establishing insolvency on this ground, as well as how such insolvency may be refuted.