STRONGER AS ONE Year in Review 2020 - WongPartnership
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CONTENTS 05 FIRM HIGHLIGHTS 10 FEATURED MATTERS 15 OUR REGIONAL WORK 19 WORK HIGHLIGHTS 33 REFLECTIONS 2
FOREWORD 2020 was a year unlike any other. Despite the The resilience of our human capital have embraced the adoption of legal technology to challenges posed by the COVID-19 pandemic, we deliver legal solutions and services to our clients, ended the year on a positive note. As we continue Our people are our most important asset. Over the but technology in itself is not sufficient to meet our into 2021, we take along with us a few important past year, we were inspired to see how our lawyers clients’ needs. It is just as important for our lawyers lessons from 2020: and employees demonstrated resilience, boldness, to bring together the best of our different practice and flexibility to adapt to the many protocols areas to develop new solutions and solve new legal • The need to adapt quickly to changing that were implemented to facilitate the way they problems. circumstances work (whether in the office or at home). The initial • The resilience of our human capital response to the COVID-19 pandemic required us For instance, the Firm first launched our • Innovating to meet clients’ needs to keep our people safe by sending them home Environmental & Green Economy Practice in 2010. to work. Cabin fever aside, everyone logged on at Over the past decade, we have been working Adapting quickly to changing circumstances the beginning of the day and took things in their with our clients who were early adopters of green stride to get things done. Many had to juggle work business practices and initiatives on various As a leading law firm and employer, we faced the with their competing roles as a parent, a spouse, sustainability (and the broader ESG) related issues. same challenges that many organisations had a partner, or a child. Parents with school-going In that time, we have built up a substantial body to confront when the COVID-19 pandemic came children soon learnt that home-based learning of expertise and experience in this field. Today, ashore. Whether it was to equip all our lawyers and tends to trump work-from-home arrangements. the conversation surrounding ESG has grown staff with a notebook to allow them to work from Somehow, we all managed the best that we could louder and more varied and our clients now home during the circuit breaker or to learn to host in the circumstances. Transactions were signed and have to deal with a myriad of emerging issues a virtual meeting on Zoom, it was clear to many closed. Hearings carried on virtually. Meetings were — the need for transparency and accountability, that everyone had to adapt quickly to the changing conducted by various means. The human spirit disclosure and reporting, stakeholder activism, circumstances. Many of my colleagues were soon has an astonishing capacity to remain resilient in supply chain risks, and even climate litigation. adept at juggling flexible work arrangements difficult moments. There are also more tools available to our clients while ensuring that their clients’ needs remain a to deal with these issues and existing tools have priority. Our early investment in legal technology Innovating to meet our clients’ needs also evolved to become more sophisticated, such tools proved useful as lawyers were able to rely on as the use of carbon credits and carbon trading different solutions that were now available on their As a Firm, we have always strived to stay ahead to support carbon offset programmes. Therefore, notebooks, even if they were not physically in the of the curve by being adaptable and innovative in we spent much of 2020 looking at building a office. the face of emerging challenges. Since 2017, we multidisciplinary practice which would take over 3
FOREWORD from our Environmental & Green Economy Practice. On the practice front, the Firm has been busy We also celebrated six of our deals and cases that This multidisciplinary practice — Sustainability despite the economic downturn last year. We received top awards from different organisations. & Responsible Business Practice, will bring continue to handle some of the most complex and These include the merger of CapitaLand together (and builds on) the experience and widely publicised matters. On this note, we are Commercial Trust and CapitaLand Mall Trust, expertise that our Partners already have to better pleased to introduce a new section in our report CapitaLand’s acquisition of Ascendas-Singbridge, serve our clients’ needs. this year that throws a spotlight on matters our Firm Ascott REIT’s merger with Ascendas Hospitality was involved in. It showcases how we were able Trust, a joint venture between IronNet Cybersecurity As we look back on 2020, we are proud that to leverage our capabilities across more than one and Ensign InfoSecurity, China Telecommunications our Firm is a signatory to the Law Society of practice area through our work in each matter. and Udenna’s joint venture and Committee of Singapore’s Law Firm Pledge 2020 on Preventing Inquiry into a cyber-attack on a patient database. Bullying and Harassment in Singapore’s Legal To highlight a few, we advised Pacific International Profession. We are committed to provide a Lines on the restructuring of the approximately As we continue to operate in the new normal, we nurturing work environment where opportunities are US$3.3 billion in aggregate of debts and liabilities are confident that we will rise above the challenges. available to all based on merit. of the shipping group. The strategy and approach With the support of our clients, business partners, we took on the project was never done before in and friends, we will be stronger as one. In terms of diversity and inclusion, we are pleased the Singapore restructuring arena and paves the that our Firm continues to be recognised for our way for future restructurings in the region. Our Ng Wai King support of women in the legal profession. In 2020, Corporate and Financial Services team was also Managing Partner WongPartnership clinched the “Country Award for involved in the notable structuring and execution WongPartnership LLP Singapore” for a record ninth time for promoting of the S$2.1 billion renounceable rights issue by the work and culture of women in the legal industry Sembcorp Marine Ltd. The transaction’s complex at the Euromoney Women in Business Law Awards. and unique nature required extensive negotiations We were also recognised for the seventh time as and formulating which we were adept at handling. the “Best National Firm for Women in Business Additionally, our Firm successfully assisted the only Law” and also named the “Best National Firm standalone Singapore-based (and New York-listed) for Minority Women Lawyers” for our efforts in company, Sea Ltd., in its application for a digital full championing progressive and innovative work that bank licence. promotes diversity and inclusion within the Firm. 4
FIRM HIGHLIGHTS “ The depth of knowledge and professionalism of WongPartnership is unsurpassed and they are an exceptional firm at the top of their game. They are highly responsive, cognisant of client needs and consistently deliver high-quality advice that major business decisions and entities can rely on. ” The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession
FIRM HIGHLIGHTS CONSISTENTLY RANKED AS ONE OF THE TOP 100 GLOBAL FIRMS Global Arbitration Global Competition Review 100 Review 100 HIGHLY RECOGNISED FOR DIVERSITY & INCLUSION Global Investigations Global Restructuring Review 100 Review 100 COUNTRY AWARD FOR SINGAPORE (For the 9th time) BEST NATIONAL FIRM FOR WOMEN IN BUSINESS LAW (For the 7th time) NUMBER OF WOMEN ONE OF SINGAPORE’S COMMUNITY SPIRIT LAWYERS RECOGNISED BEST NATIONAL FIRM BEST LAW GOLD ASIA PACIFIC FOR MINORITY WOMEN LAWYERS FIRMS AWARD TOP 3 The Straits Times Community Euromoney LMG Women in Euromoney LMG Asia Women in Inaugural Survey Chest Awards Business Law Expert Guide Business Law Awards 6
FIRM HIGHLIGHTS ANTI-CORRUPTION ALL OUR PRACTICES ANTITRUST & COMPETITION ARE RANKED HIGHLY BANKING & FINANCE CONSTRUCTION ACROSS MAJOR PUBLICATIONS CORPORATE INVESTIGATIONS DEBT CAPITAL MARKETS • Chambers Asia-Pacific DERIVATIVES & STRUCTURED PRODUCTS • Chambers Global DISPUTE RESOLUTION EMPLOYMENT EQUITY CAPITAL MARKETS • Chambers FinTech FINANCIAL SERVICES REGULATORY • The Legal 500 FINTECH INTELLECTUAL PROPERTY • IFLR1000: Financial & Corporate INTERNATIONAL ARBITRATION INVESTMENT FUNDS LITIGATION MERGERS & ACQUISITIONS PRIVATE WEALTH PROJECTS & ENERGY REAL ESTATE RESTRUCTURING & INSOLVENCY START-UPS & VENTURE CAPITAL TAX TECHNOLOGY, MEDIA, TELECOMS WHITE COLLAR CRIME 7
FIRM HIGHLIGHTS FIRM OF THE YEAR AWARDS BEST OVERALL FIRM BY AGGREGATE SCORE (Singapore & Myanmar office) DEALS OF THE YEAR Asialaw Profiles - Client Service Excellence RESTRUCTURING & INSOLVENCY ALB SE Asia Law Awards MERGER OF CAPITALAND COMMERCIAL TRUST AND CAPITALAND MALL TRUST REAL ESTATE • FinanceAsia Achievement Awards Asialaw Awards - Industry Expertise Megatrend Deal of the Year (Property) CONSTRUCTION Top Three Deals in South East Asia (For the 2nd time) Benchmark Litigation Asia-Pacific Awards ASCOTT REIT’S MERGER WITH ASCENDAS HOSPITALITY TRUST MYANMAR • ALB SE Asia Law Awards - M&A Deal of the Year (Midsize) Asialaw Awards - Client Service Excellence CAPITALAND’S ACQUISITION OF ASCENDAS-SINGBRIDGE • ITR Asia Tax Awards - Impact Deals TOP-RANKED JOINT VENTURE BETWEEN IRONNET CYBERSECURITY AND IN LEAGUE TABLES ENSIGN INFOSECURITY • Asia Legal Awards - TMT Deal of the Year TOP SINGAPORE LAW FIRM IN SOUTH EAST ASIA CHINA TELECOMMUNICATIONS - UDENNA’S JOINT VENTURE Bloomberg Global M&A Market Review Legal Rankings • ALB SE Asia Law Awards - M&A Deal of the Year (Premium) • Asian-mena Counsel Deals of the Year Award TOP SINGAPORE LEGAL ADVISER TO BORROWERS IN SINGAPORE COMMITTEE OF INQUIRY INTO A CYBER-ATTACK ON PATIENT Bloomberg Global Legal Advisers League Table DATABASE • Benchmark Litigation Asia-Pacific Awards - Impact Cases TOP SINGAPORE LEGAL ADVISER TO BORROWERS IN ASIA PACIFIC & JAPAN of the Year Refinitiv Global Syndicated Loans Review 8
FIRM HIGHLIGHTS WONGPARTNERSHIP IS PLEASED TO INTRODUCE FIVE NEW PARTNERS IN 2021 Alvin Lim Lin Chunlong Daniel Chui Daniel Liu Zhuang WenXiong Specialist & Private Client Commercial & Corporate Mergers & Restructuring & Commercial & Corporate Disputes Practice Disputes Practice Acquisitions Practice Insolvency Practice Disputes Practice “ We warmly welcome these outstanding lawyers to our partnership ranks. Their promotions are testament to their hard work, professionalism and expertise. We look forward to their continued contributions to the Firm as we seek to set new standards of excellence for ourselves and our clients. Ng Wai King ” Managing Partner WongPartnership LLP 9
FEATURED MATTERS “ Good knowledge of the process, very clear in the communication of requirements to the client, and very objective in advising the multiple parties involved in the ” transaction. IFLR1000: Financial & Corporate – The Guide to the World’s Leading Financial Law Firms
FEATURED MATTERS common in United States Chapter 11 proceedings, they are not typically undertaken in Singapore. Accordingly, we engaged in negotiations with an informal steering committee of bank lenders and Heliconia, and formulated the restructuring terms before filing the scheme application on 10 November 2020. The restructuring and investment successfully completed on 30 March 2021. By pre-negotiating with PIL’s creditors, PIL was able to expedite the court proceedings, thereby minimising any negative market reaction. The court process took Successful completion of a US$3.3 billion debt only slightly under four months, a duration which is almost unheard of in the context of Singapore restructuring plan restructurings, and a feat especially commendable given the complexities and debt size. Our strategy Our Firm took on the role of advising Pacific comprehensive restructuring proposal in place, we and approach, never done before in the Singapore International Lines (“PIL”) last year on its knew that this would not be feasible in light of the restructuring arena, sets a new industry standard US$3.3 billion debt restructuring which involved Hanjin collapse which saw an immediate supply and paves the way for future restructurings in the a combination of a US$1.1 billion scheme of chain implosion upon filing for court protection that region. arrangement sanctioned by the Singapore court, ultimately resulted in its demise. an out-of-court restructuring of the company’s remaining debts and a US$600 million investment Hence, we conceptualised an ambitious Lawyers from the following practice by Heliconia Capital Management. strategy for PIL to embark on a “pre-negotiated” groups were involved: restructuring process where key terms of the • Antitrust & Competition The steep downturn in shipping demand over restructuring are negotiated with principal creditors • Banking & Finance the past few years has led to rapid consolidation before the filings of any court proceedings, without • Debt Capital Markets among big shipping operators. This decline was any votes being solicited. Only upon obtaining • Mergers & Acquisitions further exacerbated by the COVID-19 pandemic. the agreement of a substantial group of creditors • Restructuring & Insolvency Despite the negative outlook, PIL, the world’s 12th did court proceedings commence with the draft largest container liner, successfully completed its restructuring documentation having been prepared restructuring process. in substantially final form and with a request that the timelines for soliciting creditor approvals and While the traditional restructuring route would be court hearings proceed on an expedited timetable. to commence moratorium proceedings without a While pre-negotiated restructurings are fairly 11
FEATURED MATTERS a whitewash waiver and ensure that the transaction was undertaken in compliance with applicable regulations. We also undertook numerous discussions with the SGX on the application of certain listing rules and voting restrictions by SCI and SCM shareholders. The demerger enabled SCM to raise financing to strengthen its balance sheet and improve its liquidity position, as well as to demerge SCI’s core businesses from its marine interests previously held through SCM, in order to create two separate, focused companies that would be in a stronger position apart to achieve further sustainable Enabling a leading corporate group to achieve further growth. sustainable growth Following the completion of the transaction, the largest shareholder of SCI became a direct and Our Firm was involved in the demerger of (the “Rights Issue”) to enable it to meet its liquidity significant shareholder of SCM. Sembcorp Marine Ltd. (“SCM”) from Sembcorp requirements, followed by a demerger of SCM Industries Ltd. (“SCI”) last year. from SCI by way of a distribution in specie (the “Distribution”) of the SCM shares held by SCI to Lawyers from the following practice As the pandemic took a toll on many business its shareholders. The timeline and process for the groups were involved: operations, both SCI and SCM revealed a major transaction, including the timing of shareholders’ • Antitrust & Competition plan to demerge from each other in a bid to meetings of SCM and SCI, and the completion of • Debt Capital Markets strengthen both companies’ financial positions. Our the Rights Issue and Distribution, were carefully • Equity Capital Markets Firm was involved in structuring a transaction that planned to ensure that the transaction would flow • Mergers & Acquisitions achieved the objectives of multiple stakeholders, smoothly with minimal disruption to market trading, taking into consideration execution risk and speed and that the Rights Issue and Distribution could be of execution, requirements for various shareholders, completed within the same day. regulatory and other third-party approvals, while balancing the concerns of minority shareholders of As both SCI and SCM are SGX-listed companies both SCM and SCI. and the Distribution would potentially trigger a requirement for the largest shareholder of SCI To achieve the objectives above, the transaction to make a mandatory offer for SCM, parties also was structured as a two-part transaction involving engaged in extensive consultations with regulators a S$2.1 billion renounceable rights issue by SCM including the Securities Industry Council to obtain 12
FEATURED MATTERS healthy rate of unitholder participation in spite of the COVID-19 restrictions. The Merger was successfully completed in November 2020 amidst a challenging environment for the retail and office real estate markets. To date, the Merger is the largest Singapore REIT merger transaction via trust scheme of arrangement, in terms of transaction value. The Merger saw the creation of a diversified REIT (CapitaLand Integrated Commercial Trust), with a bigger and more integrated platform, enabling it to better leverage on current and future real estate Forming one of the largest REITs in Asia Pacific trends to ride through Singapore’s economic recovery in 2021. Our Firm advised the manager of CapitaLand • the Merger could progress within the existing Lawyers from the following practice Commercial Trust (“CCT”) in the acquisition, via regulatory framework, in line with evolving groups were involved: a trust scheme of arrangement, by CapitaLand COVID-19 regulations; and • Corporate Real Estate Mall Trust (“CMT”) of CCT to form one of the • unitholders were not disenfranchised • Debt Capital Markets largest REITs in the Asia Pacific region (“Merger”). throughout the Merger process. • Litigation & Dispute Resolution The Merger was announced in January 2020 at a • Mergers & Acquisitions relatively nascent stage of the global COVID-19 We worked with clients to optimise unitholder pandemic. participation in the Merger process within the regulatory boundaries by, among others, engaging As the COVID-19 pandemic worsened drastically with the relevant regulators where necessary to during the Merger process, a slew of new laws facilitate regular outreach to investors through were fast-tracked in Singapore, with movement announcements, reminder letters, newspaper control restrictions being introduced and constantly advertisements and virtual dialogue sessions and updated throughout 2020. investor briefings. There were several aspects to consider for a deal On 29 September 2020, the CCT unitholders executed in a rapidly evolving regulatory landscape. voted resoundingly in favour of the Merger at the In particular, we had to ensure that: first virtual scheme meeting in Singapore, with a 13
FEATURED MATTERS As a multi-disciplinary practice, we were able to bring together the expertise of various teams in our Firm. Communication between the teams was necessary to ensure that the relevant expertise was effectively deployed. The matter had commenced originally by way of negotiations in physical face-to-face meetings. Due to the pandemic and restrictions on overseas travel, we had to quickly adapt to conducting a substantial part of the negotiations through extensive video- conferencing sessions. Despite the time pressures to conclude the Joint venture and concession agreement for the Johor negotiations, we were able to navigate the contract negotiation process to ensure that the terms were Bahru–Singapore rapid transit system well considered, and to assist to minimise financial, legal and operational risks to the client. In this landmark cross-border railway project, differing complements of stakeholders. The joint our Firm acted for SMRT Corporation Ltd. venture agreement had to be agreed between (“SMRT”) in the proposed development and SMRT and Prasarana while the concession Lawyers from the following practice operation of the cross-border rapid transit system agreement was negotiated between the OpCo and groups were involved: between Singapore and Johor Bahru, Malaysia both Governments. • Energy, Projects and Construction (“RTS Link”) in: • Intellectual Property, Technology & Data As the project involved the provision of a public • Mergers & Acquisitions • its joint venture agreement with Prasarana good (i.e. public transport), parties had to balance Malaysia Berhad (“Prasarana”) for the their commercial interests and those of the OpCo incorporation of a special purpose vehicle to against the larger national and public interests. We serve as the Operating Company (“OpCo”) for also had to ensure that the commercial interests of the project; and SMRT and the OpCo were adequately protected in • the concession agreement entered into by the documentation. the Government of Malaysia and the Land Transport Authority of Singapore with the Besides having to navigate and reconcile Singapore OpCo. and Malaysian laws, negotiations had to take into consideration that key principles and project terms The project involved the negotiation and execution were already agreed between both Governments of key agreements representing the interests of under a separate bilateral agreement. 14
OUR REGIONAL WORK “ It was comforting to be handled by a team that doesn’t just do the work, but makes sure you are completely apprised of the local laws, rules, regulations and ” practices. The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession
OUR REGIONAL WORK CHINA INDIA INDONESIA Beijing, Shanghai Co-management agreement for managing First investor-state arbitration related matter SIAC arbitration against a Chinese property an international school within Guangzhou brought before the SICC developer in relation to the sale and Knowledge City purchase of land in Indonesia Acted for SCHS International Pte. Ltd. in the Acted for the Republic of India in proceedings Acted as counsel for an Indonesian property group co-management agreement for managing an before the Singapore International Commercial listed on the Indonesia Stock Exchange, in a SIAC international school within Guangzhou Knowledge Court (“SICC”) to set aside an arbitral tribunal’s arbitration against a Chinese property developer City. This is the first Singapore school to manage decision on jurisdiction in an investor-state in relation to the sale and purchase of land in an international school in Guangzhou Knowledge arbitration brought against the Republic of India Indonesia valued in excess of US$200 million, City, an icon project between Singapore and the by Nissan Motor Co. Ltd. (Japan). This is the first which was not completed due to the alleged impact People’s Republic of China. investor-state arbitration related matter to be of COVID-19 and change in applicable laws in brought before the SICC, and a panel of three China. Judges was convened to hear the matter. We also successfully defended an application by Nissan to admit their Queen’s Counsel in the arbitration to represent them in the SICC proceedings. 16
OUR REGIONAL WORK MALAYSIA MIDDLE EAST MYANMAR Abu Dhabi, Dubai Yangon Landmark Deal – the Johor Bahru-Singapore Multi-million ICC award in respect of a US$43 million refinancing for the Junction RTS Link claim relating to the construction of a waste City development in Yangon, Myanmar treatment plant Acted for SMRT Corporation Ltd. in reviewing, Acted for a claimant in an international arbitration Acting for the Mandated Lead Arrangers, negotiating and finalising the concession (under the auspices of the ICC arbitration rules) the Original Lenders, the Original Hedge agreement for the operation of the Johor Bahru- against the Middle East Government over disputes Counterparties, the Account Bank, the Facility Singapore Rapid Transit System (“RTS”) Link, relating to the claimant’s construction of a Agent and the Security Agent as transaction awarded by the Government of Malaysia and the waste treatment plant and successfully obtained counsel in the US$43 million refinancing to City Land Transport Authority of Singapore as Joint a substantial award in respect of a claim of Square Commercial Company Limited, for the Grantors to the RTS Link operating company, RTS approximately S$100 million, with the counterclaim commercial component of the landmark Junction Operations Pte. Ltd. (a joint venture between SMRT by the Government dismissed. WongPartnership City project in Yangon, Myanmar. Corporation Ltd. and Prasarana Malaysia Berhad). subsequently advised on proceedings commenced by the Middle East Government to partially set aside such award, which proceedings were substantially dismissed. 17
OUR REGIONAL WORK PHILIPPINES THAILAND VIETNAM Asian steel manufacturer’s US$600 million Arbitrations arising out of US$700 million Arbitration against a Vietnamese property arbitration sale and purchase of a 97.94% stake in a development group leading renewable energy company based in Thailand Acted for the liquidator of one of the largest Acting for BVI and Thai plaintiff entities in three Acting as counsel for an Australian company in steel manufacturers in South East Asia in a SIAC parallel arbitrations relating to the US$700 million the business of finance and commercial brokerage arbitration commenced against the liquidator and sale and purchase (governed by Thai law) of a and a Singapore company in the business of the secured creditors of the steel manufacturer, for 97.94% stake in the holding company of one the lending of wholesale funds as Claimants in alleged breach of an asset purchase agreement of South East Asia’s leading renewable energy a SIAC arbitration against four Respondents – (governed by Philippine law), involving claims of companies based in Thailand, as well as in related three Vietnamese property developers and the over US$600 million. proceedings before the Singapore International Vietnamese chairman of the group – in respect of a Commercial Court to set aside three awards arising US$400 million loan facility agreement and various out of the arbitrations. guarantee agreements entered into to secure the loan facility. 18
WORK HIGHLIGHTS “ They can cut through the matter and offer clear insights and practical solutions. We have navigated many complex and difficult situations together and we trust them to give ” us thoughtful, insightful and practical advice. Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business
WORK HIGHLIGHTS CORPORATE & FINANCIAL SERVICES ANTITRUST ASSET BANKING & COMPETITION MANAGEMENT & FUNDS & FINANCE Uber Singapore’s appeal in respect of a Tower Capital Asia in its first closing of Tower S$4 billion loan facilities granted to merger decision by the Competition and Capital PE Fund I, LP Singapore Airlines Consumer Commission of Singapore (“CCCS”) Acted for Uber Technologies Singapore Pte. Ltd. Acted for Tower Capital Asia in its first closing of Acted for DBS Bank Ltd. and United Overseas in its appeal against the infringement decision Tower Capital PE Fund I, LP which raised US$250 Bank Limited as lenders in relation to S$4 billion by the CCCS on the sale of Uber’s South East million for investment in South East Asia companies loan facilities granted to Singapore Airlines Limited Asian business to Grab, Inc. leading to the most across a variety of sectors, including consumer, as borrower for the purpose of supporting the near- significant decision on merger control to date in education, healthcare, manufacturing and business term liquidity requirements of Singapore Airlines Singapore, clarifying the law on the procedure for services. Limited. acceptance of commitments by the CCCS. SembWaste’s proposed acquisition of East Ventures in its first closing of EV8 LP S$900 million term loan facilities to Suntec Veolia’s issued shares REIT Acted for SembWaste Pte. Ltd. in successfully Acted for East Ventures in its first closing of EV8 Acted for DBS Bank Ltd. and Oversea-Chinese obtaining a Phase 1 clearance from the CCCS in LP which raised US$57 million for investment in Banking Corporation Limited in the grant of S$900 respect of its proposed acquisition of 100% of the tech companies emerging from the aftermath of the million term loan facilities to HSBC Institutional issued shares of Veolia ES Singapore Pte. Ltd. COVID-19 pandemic. Trust Services (Singapore) Limited (the “Trustee”) (in its capacity as Trustee of Suntec Real Estate Investment Trust). 20
WORK HIGHLIGHTS CORPORATE & FINANCIAL SERVICES CORPORATE DEBT DERIVATIVES REAL ESTATE CAPITAL MARKETS & STRUCTURED PRODUCTS The Place Holdings’ acquisition of Realty Singapore Airlines’ issue of Mandatory Electronic execution of derivatives and Centre Convertible Bonds structured products documentation Acted for the purchaser, a subsidiary of The Place Acted for The Hongkong and Shanghai Banking Assisted a major financial institution with the Holdings Limited, in the purchase of Realty Centre Corporation Limited, Singapore Branch; the review of derivatives and structured products for S$148 million. This was the first collective sale Principal Agent, the Registrar and the Transfer documentation to address issues relating to the of a commercial building successfully awarded in Agent of the Rights Mandatory Convertible Bonds; electronic execution of such documentation under 2019 where the transaction had to be navigated and HSBC Institutional Trust Services (Singapore) Singapore law, arising as a consequence of the through disruptions arising from the COVID-19 Limited, the trustee of the Rights Mandatory COVID-19 disruption. pandemic last year. Convertible Bonds, in Singapore Airlines Limited’s S$15 billion fund-raising exercise. Acquisition of a logistics warehouse at 7 UOB’s establishment of its ECP/ECD Cross-border foreign exchange derivatives Bulim Street programme services Acted for the REIT managers of AIMS APAC REIT Acted as Singapore counsel for United Overseas Advised an international MNC on legal, in the S$129.6 million acquisition of a master Bank Limited (“UOB”) in the establishment of documentary and regulatory implications (including tenanted logistics warehouse at 7 Bulim Street in its US$10 billion Euro-Commercial Paper and foreign exchange controls) arising from cross- the Jurong West Logistics Cluster within the Jurong Certificate of Deposit Programme, under which border activities associated with the provision of Innovation District. UOB may issue euro-commercial paper notes and centralised treasury and hedging services and certificates of deposit from time to time by acting arrangements involving OTC FX derivatives, and through its registered office in Singapore, its Hong cross-border remittances. Kong, London or Sydney branch or any of its other branches outside Singapore. 21
WORK HIGHLIGHTS CORPORATE & FINANCIAL SERVICES EQUITY CAPITAL MARKETS/ MERGERS REAL ESTATE INVESTMENT TRUSTS INSURANCE & ACQUISITIONS The initial public offering (“IPO”) and listing Avatar Property and Casualty Insurance Merger of CapitaLand Mall Trust and of Elite Commercial REIT on the Singapore Company’s catastrophe bonds issuance CapitaLand Commercial Trust Exchange Acted for Oversea-Chinese Banking Corporation Acted for Avatar Property and Casualty Insurance Advised the manager of CapitaLand Commercial Limited, UBS AG, Singapore Branch, CGS- Company in the issuance by Casablanca Re Pte. Trust in the merger of CapitaLand Commercial CIMB Securities (Singapore) Pte. Ltd. and China Ltd., a special purpose reinsurance vehicle licensed Trust and CapitaLand Mall Trust by way of trust International Capital Corporation (Singapore) Pte. by the Monetary Authority of Singapore, of US$65 scheme of arrangement to form one of the largest Ltd. as the joint bookrunners and underwriters million principal at-risk variable rate notes due 2021 REITs in the Asia Pacific region and the largest in in the IPO of Elite Commercial REIT on the Main comprised in two classes. Singapore, with a total portfolio property value of Board of the Singapore Exchange, raising gross approximately S$22.4 billion. proceeds of approximately £130.9 million. This is the first IPO and listing of a REIT in Singapore to be focused on the United Kingdom and to be denominated in pound sterling. The renounceable rights issue by Sembcorp Advised Singtel and its related companies on Privatisation and delisting of Perennial Real Marine and demerger from Sembcorp insurance regulatory issues Estate Holdings Industries Acted for the largest shareholder of Sembcorp Advised Singapore Telecommunications Limited Acted for Beaufort Investment Global Company Industries Ltd. (“SCI”) in relation to the demerger of and its related companies on insurance regulatory Limited, an entity managed or advised by HOPU Sembcorp Marine Ltd. (“SCM”) from SCI by way of issues in connection with their new business plans Fund Management Company Limited and/or its a distribution in specie of all of the shares in SCM to venture into various collaborations with various affiliates, in its participation in a consortium formed held by SCI to its shareholders and the S$2.1 billion insurers including AIA, Etiqa and Great Eastern and with the existing sponsors of Perennial Real Estate renounceable rights issue by SCM. NTUC. Holdings Limited (the “Company”) to make a voluntary conditional general offer for all the issued shares in the Company, with a view to privatise the Company. 22
WORK HIGHLIGHTS CORPORATE & FINANCIAL SERVICES PRIVATE WPGROW: EQUITY START-UP/VENTURE CAPITAL Establishment of O2 Power, a renewable energy platform in India Biofourmis’ US$100 million Series C funding round Acted for a global investment firm in its joint venture with EQT Infrastructure Acted for Biofourmis Holdings Pte. Ltd. in their US$100 million Series C IV fund in the establishment of O2 Power, a renewable energy platform in funding round led by SoftBank Vision Fund 2. This brings the software start- India, to develop utility-scale renewable projects worth US$500 million. up to near-unicorn status in a matter of months. US$220 million funding round of PropertyGuru Singapore Economic Development Board’s loan investment to Arcturus Therapeutics for a COVID-19 vaccine Acted for KKR & Co. Inc. in relation to the US$220 million funding round Acted for Singapore Economic Development Board (“EDB”) in the loan of PropertyGuru Pte. Ltd. (“PropertyGuru”). The additional investment will investment of US$45 million to Arcturus Therapeutics into the manufacturing enable PropertyGuru to continue building South East Asia’s property trust of a COVID-19 vaccine (“Vaccine”) and EDB’s right to purchase up to platform and accelerate their momentum in key markets. US$175 million of the Vaccine. 23
WORK HIGHLIGHTS LITIGATION & DISPUTE RESOLUTION BANKING & COMMERCIAL & ENERGY, FINANCIAL DISPUTES CORPORATE DISPUTES PROJECTS & CONSTRUCTION Defending a US$14 million private banking One of the most high profile and landmark One of the longest criminal trials under the claim minority oppression cases in Singapore Workplace Safety and Health Act Acting for Credit Suisse to defeat a claim of US$14 Acting for the founder of Mustafa Centre, one of the Defending Or Kim Peow Contractors (Pte.) Ltd., million (with further damages to be assessed) most iconic retail businesses and tourist landmarks one of Singapore’s largest privately-owned property brought by a former high net worth private banking in Singapore, in multiple minority oppression suits developers/contractors, in a 60-day trial, against client and his Bahamas investment vehicle, for brought against him and his immediate family criminal charges brought by the prosecution under investment losses arising from alleged fraudulent members by their extended family members in the Workplace Safety and Health Act, and the and/or negligent misrepresentations and the respect of the operation and management of the Building Control Act, arising out of the collapse of a alleged mismanagement of funds. business’ holding company, Mohamed Mustafa & partially-constructed highway viaduct structure on Samsuddin Co. Pte. Ltd. Upper Changi Road East. S$26 million claim dismissed Employment dispute relating to a former Arbitration proceedings and Thailand Civil senior employee’s termination Court proceedings against a Thai company Acted for Mr Chew Hua Seng against a claim in Acting for one of the most prominent private Acting for joint claimants in an international excess of S$26 million, brought against him by Mr equity firms in Asia in respect of a dispute relating commercial arbitration administered by the SIAC Oei Hong Leong and Oei Hong Leong Art Museum to a former senior employee’s termination of his against a Thai company specialising in ICT services Limited. This case is significant as it emphasises employment and his alleged entitlement to carried which proceedings involve issues of contractual the importance of context in construing parties’ interest. The Plaintiff, Mr Uday Mehra who was a interpretation, jurisdiction and conflicts of law. intention to create legal relations, and written Managing Director for operations in L Catterton, We are also the Coordinating Counsel for parallel documents/contracts. commenced a claim against 2 L Catterton entities proceedings in the Civil Court of Thailand, which and 2 individuals. The Plaintiff has asserted claims involves defending multiple claims in excess of up to US$75 million. US$500 million. 24
WORK HIGHLIGHTS LITIGATION & DISPUTE RESOLUTION INFRASTRUCTURE, INTERNATIONAL CONSTRUCTION & ENGINEERING ARBITRATION Claims in excess of S$27.3 million brought by a multinational Annulment of BIT arbitration awards before the SICC company based in Korea Acted for an established Singaporean electrical sub-contractor to defend Acted for Macau and Dutch investors against an ASEAN state in against various back charges, liquidated damages and prolongation claims proceedings before a three-Judge coram in the Singapore International (amongst others) in excess of S$27.3 million brought by a multinational Commercial Court (“SICC”), in what we believe is the first case concerning company based in Korea in respect of a major commercial mixed- the annulment of BIT arbitration awards before the SICC. The two development project in Singapore, and to present various counterclaims in arbitrations concerned high profile treaty claims of over US$1 billion where the sum of approximately S$8.5 million. The disputes arose out of a S$27 the investors sought compensation for the State’s unlawful expropriation of million subcontract, and are being resolved in an ongoing arbitration under gaming assets and other breaches of the relevant investment treaties. the International Chamber of Commerce Arbitration Rules. Remission of the Adjudication Determination to the Adjudicator Setting aside partial arbitral award in US$5.5 billion SIAC arbitration Acted for a main contractor, Kelington Engineering (S) Pte. Ltd., and Acted for a leading multinational energy company and its subsidiary successfully argued that the Adjudication Determination (“AD”) be remitted against another global energy company and its subsidiary in proceedings back to the Adjudicator, for his reconsideration on several questions. The in the Singapore High Court to set aside a partial arbitral award rendered remission of the AD was a novel issue given that there has been no reported pursuant to a SIAC arbitration. The partial award arises out of a claim of decision on the same remission to-date, pursuant to the recently amended approximately US$5.5 billion for fraudulent misrepresentation, breach of Building and Construction Industry Security of Payment Act. warranties and recovery of losses under an indemnity in relation to a North Sea oil venture. 25
WORK HIGHLIGHTS LITIGATION & DISPUTE RESOLUTION SPECIALIST & SPECIAL SITUATIONS ADVISORY/ PRIVATE CLIENT DISPUTES RESTRUCTURING & INSOLVENCY Cross-border investment dispute involving Canadian crude oil The restructuring of liabilities of Pacific International Lines investments Acted for the marketing agent and security party in defending a complex Advising Pacific International Lines (“PIL”) on the restructuring of the cross-border investment dispute involving Canadian crude oil investments. approximately US$3.3 billion in aggregate of liabilities of the shipping More than 1,100 investors across multiple jurisdictions in Asia collectively group via a negotiated debt re-profiling exercise with various creditors via sued the defendants for more than C$55.8 million and S$37 million. Third- a scheme of arrangement and a new investment of up to US$600 million. party proceedings were commenced against more than 60 sales agents in PIL has filed its scheme of arrangement with the Singapore court and the Malaysia, Hong Kong, Macau and Singapore, who had marketed and sold requisite majority of creditors have approved the scheme. the crude oil investments, as well as the current directors of the Canadian entities that managed the investments. Multi-jurisdictional dispute on the use of the “Merck” name Judicial Management of Xihe Holdings Group Acted for Merck Sharp & Dohme, Corp., MSD Pharma (Singapore) Pte. Ltd., Acting for the judicial managers of Singaporean shipping group Xihe MSD International GmbH (Singapore Branch), and Merck & Co., Inc, in a Holdings and its fleet of 82 vessels. The judicial management involves multi-jurisdictional dispute involving the use of the “Merck” name. The wide- multiple banks and liabilities in excess of S$1 billion. ranging allegations in the Singapore proceedings relate to the breach of a 1970 contract, trade mark infringement, and passing off. 26
WORK HIGHLIGHTS SPECIALISED PRACTICES GROUP HEALTH SCIENCES EMPLOYMENT FINTECH & BIOTECHNOLOGY Asia Capital Reinsurance’s acquisition by Launch of Xfers’ Singapore-dollar Setup and operations of laser medical clinics Catalina Holdings stablecoins in Singapore Acted for Asia Capital Reinsurance Group in a Advised Xfers, in respect of its cutting-edge use Advising one of Australia’s largest aesthetic clinic multi-jurisdiction employment matter related to the of blockchain-based stablecoins to represent chain with more than 150 clinics worldwide, on the Group’s acquisition by Catalina Holdings (Bermuda) e-money for payment transactions. The public legal and regulatory landscape in Singapore for the Ltd., where we advised and coordinated advice release of Xfers’ Singapore-dollar stablecoins was setup and operations of laser medical clinics for from foreign counsels of multiple jurisdictions on announced on 5 October 2020. their intended entry into the Singapore market. the said exercise and the regulatory process of closing representative offices of the reinsurance business. Acquisition of an Asia-based Human Capital Series D investment in ShopBack Exploration, development and distribution of Management (“HCM”) service provider COVID-19 test kits Acted as Singapore counsel for a global human Acted for a global investment firm in the Series D Advised a local biomedical company listed on capital management software company in HCM funding round for ShopBack, the top cashback the Singapore Exchange in the exploration, technology in its acquisition of an Asia-based platform in South East Asia. development and distribution of their portfolio of HCM service provider. The transaction required COVID-19 test kits across multiple jurisdictions; local legal expertise across multiple jurisdictions working with our client to navigate the challenging as the company acquired has business presence and ever-changing nature of COVID-19 testing across the APAC region and was achieved through systems and the regulatory landscapes in which collaboration of multiple law firms. they exist. 27
WORK HIGHLIGHTS SPECIALISED PRACTICES GROUP PRIVATE PROFESSIONAL WEALTH SERVICES TAX Misappropriation of assets and breaches of Multi-party, multi-million dollar, cross-border Frasers Property’s divestment exercise fiduciary duty dispute over alleged negligence in the conduct of a statutory audit Acted for one of the top businessmen in Greece Acting as Singapore counsel in defending an Acted for Frasers Property Limited in its divestment in a claim against his former solicitor and trustee auditing firm against concurrent claims for through a wholly-owned subsidiary, FCL Amber for misappropriation of assets and breaches of professional negligence, contribution and/or Pte. Ltd., of 50% of the units, via the issue of fiduciary duty. The matter had involved intricate indemnity in connection with a statutory audit new units, in North Gem Trust to Bright Bloom unveiling of complex trusts and corporate of a company that had engaged in purportedly Capital Limited, a wholly-owned subsidiary of structures across jurisdictions. In July 2020, the high-risk trading activities concealed by fraud TCC Prosperity Limited. North Gem Trust holds High Court of Singapore delivered judgment for of its shareholders and officers. The fraud was Northpoint City (South Wing), and the transaction more than €17 million to be paid to our client. The subsequently uncovered in conjunction with the was valued at S$1.1 billion. We assisted in advising matter is presently before the Singapore Court of collapse of its group of companies. on the stamp duty implications arising from the Appeal. divestment. Trustee of a multi-jurisdictional trust with Jungle Ventures in its establishment of Issuance of S$125 million subordinated significant foreign elements Jungle Leaders I perpetual securities by AIMS APAC REIT Acted for a licensed trust company in its capacity Acted for Jungle Ventures in the establishment Acted for AIMS APAC REIT Management Limited, as a trustee of a multi-jurisdictional trust with of Jungle Leaders I Pte. Ltd., a venture capital in its capacity as manager of AIMS APAC REIT significant foreign elements. We advised the fund approved under Singapore’s Global Investor in the issuance of S$125 million 5.65 per cent client on various complex issues relating to the Program which targets to raise up to S$30 million perpetual securities by HSBC Institutional Trust trust, including their investigations into whether for investment into post-seed stage software, Services (Singapore) Limited, in its capacity as the settlor of the trust had the mental capacity to internet, mobile and hardware companies in South trustee of AA REIT. The perpetual securities were revoke the trust, the various conflicting reports on East Asia or India. issued under the S$750 million Multicurrency the settlor’s mental capacity, potential disputes Debt Issuance Programme established by the involving the foreign beneficiaries of the trust and REIT Trustee on 30 November 2018. We assisted the trust protectors, and engagement with the in the Issuer’s successful application for a tax Singapore regulatory authorities. ruling in relation to the debt characterisation of the securities. 28
WORK HIGHLIGHTS INTELLECTUAL PROPERTY, TECHNOLOGY & DATA DATA INTELLECTUAL CYBERSECURITY PROTECTION PROPERTY Regulatory compliance projects related to Local and cross-border data projects Copyright site blocking action for seven the Cybersecurity Act leading South Korean broadcasters and/or production houses Advised prominent clients on regulatory compliance Advised both international and local clientele Acted for seven leading South Korean broadcasters projects in connection with the Cybersecurity Act, across a diverse range of commercial sectors on and/or production houses on their copyright site and matters concerning cybersecurity by design, their local and cross-border data projects, including blocking action before the Singapore courts to management of critical information infrastructure data analytics and data collaboration projects etc. successfully obtain a court order to block the etc. Our clients include some of Singapore’s largest streaming of infringing media and content. The deal banks, insurers, telecommunications, transport, highlights the team’s deep expertise in advising media, hospitality, healthcare and property clients on copyright enforcement matters. companies. Cyber incidents, data breaches and Complex data protection regulatory Acquisition of a significant stake in a cloud- investigations by the Personal Data compliance matters and projects based foreign exchange trading platform Protection Committee Advised both international and local clientele Advised both international and local clientele Advised a national multi-asset securities exchange across a diverse range of commercial sectors on on existing and emerging legal and regulatory on intellectual property, technology and data in cyber incidents, data breaches and investigations/ requirements in the data protection and privacy connection with its acquisition of a significant enforcement by the Personal Data Protection space, and assisting clients on complex data stake in a cloud-based foreign exchange trading Committee. protection regulatory compliance matters and platform, including restructuring of the existing projects, such as data audits, supporting clients on licensing arrangements and intellectual property data protection trust mark certification etc. dependencies, advising on data migration issues and the provision of transition services. 29
WORK HIGHLIGHTS INTELLECTUAL PROPERTY, TECHNOLOGY & DATA TECHNOLOGY & MEDIA TELECOMMUNICATIONS Roll out of wearable devices for Singapore’s COVID-19 contact Cloud-based offerings in Singapore tracing initiatives Advised a Singapore Government agency in connection with the roll out Advised a multinational technology conglomerate with services in social of wearable devices to support Singapore Government’s nation-wide network, music, web portals, e-commerce, mobile games, internet services, COVID-19 contact tracing initiatives. payment systems, smartphones, and multiplayer online games in relation to telecommunication licensing & regulatory matters concerning its cloud- based offerings in Singapore. COVID-19 related initiatives for a prominent international Telecommunication licensing & regulatory matters technology and cloud services company Advised a prominent international technology and cloud services company Advised various leading telecommunications companies in relation to in relation to its COVID-19 related initiatives, including the roll out of telecommunication licensing & regulatory matters across a wide range digital solutions to facilitate online education/learning for educational of services-based and facilities-based operator licences in Singapore organisations, remote work & collaboration for businesses, and sharing of required to support various global initiatives, including value-added resources between medical experts globally in contribution to efforts for network services and subsea fibre infrastructures. Our clients include global the prevention & treatment of COVID-19, and the deployment of predictive telecommunications infrastructure owners, international cloud service technology using artificial intelligence for medical analysis of COVID-19 providers, and prominent networking companies looking to implement novel data. communications solutions from Singapore. 30
WORK HIGHLIGHTS REGULATORY CORPORATE CORPORATE & GOVERNANCE & COMPLIANCE REGULATORY INVESTIGATIONS Assisting issuers in conducting virtual general meetings amidst the Catalist-listed company on potential breaches of the Listing Rules pandemic Advised and assisted listed issuers in convening and holding of general Advised and represented a Catalist-listed company in its response to meetings via electronic means pursuant to alternative arrangements under Singapore Exchange Regulation on potential breaches of the Listing the COVID-19 (Temporary Measures) Act 2020. As the evolving pandemic Rules in relation to share buybacks and disclosure obligations for financial caught many issuers off-guard at the start of the year, we also assisted them statements. in seeking and securing the necessary regulatory waivers and extensions of time from the SGX and the MAS in relation to general meetings. Advising boards and management on corporate governance Investigation in relation to a whistleblowing complaint against a regulatory developments senior officer of a company Provided updates, guidance and training to boards and management in Advised the subsidiary of a Mainboard-listed company on an investigation in respect of changes to the corporate governance regulatory landscape in relation to a whistleblowing complaint received against the city head of one 2020. These included sweeping changes to the SGX listing rules in early of its offices in China on alleged undisclosed conflicts of interest in an M&A 2020 (in particular, to the quarterly reporting regime) and the removal of the transaction and secret profits obtained thereby. minimum trading price regime, as well as on various public consultations, including wide-ranging proposed amendments to the Companies Act and further proposed revisions to the listing rules (in particular, regarding auditors and valuations). 31
WORK HIGHLIGHTS REGULATORY FINANCIAL WHITE COLLAR SERVICES REGULATORY & ENFORCEMENT A regional e-commerce platform’s payment services licence Criminal proceedings arising from a successful arbitration in Switzerland in claim for shares Advised and assisted a regional e-commerce platform with its application Acted for the claimant in an international arbitration held in Geneva, for a payment services licence under the Payment Service Act 2019. The Switzerland over a dispute on the ownership of shares relating to the regional e-commerce platform is one of the largest players in the South East claimant’s company. Our client succeeded before the Tribunal and also Asian market, with over US$9 billion of gross merchandise value transacted resisted the Respondent’s appeal before the Swiss Federal Tribunal. on its platform in the third quarter of 2020. Its parent company is listed on Arising from the evidence adduced, the Claimant is now pursuing criminal the New York Stock Exchange. proceedings against the respondent, for, inter alia, execution of judgment sum and recovery. Sea Limited’s successful application for digital full bank licence Legal audit in respect of foreign criminal investigations Acted for a New York-listed consumer internet group headquartered in Acted for a multinational company and related corporates/affiliates in a legal Singapore that operates businesses in e-commerce, gaming and digital audit in respect of cross-boundary criminal investigations and proceedings. finance across Asia in relation to its successful application for one of two The purpose of the legal audit was to assist the client in identifying the gaps digital full bank licences proposed to be issued by the MAS. in their process and to ensure that similar situations resulting in criminal investigations and/or proceedings do not recur. 32
REFLECTIONS “ The firm is responsive, understands commercial issues, ” and provides sound and insightful advice. IFLR1000: Financial & Corporate – The Guide to the World’s Leading Financial Law Firms
REFLECTIONS At WongPartnership, we constantly challenge ourselves to set the bar higher. Over the past year, we have continually sought to innovate, collaborate and stay in touch with our clients and communities despite the challenging situation. From sharing our knowledge at over 150 events to investing in our communities, we continued to explore new ideas and technology to improve the way we work and serve our clients. This section captures some key highlights over the past year. Recognised for our support towards the community WongPartnership received the Community Spirit – Gold Award at the Community Chest Awards 2020 for our contributions to charity over the past year. In 2020, we had elected to lend our support to four deserving charities endorsed by the National Council of Social Service. These charities include the Asian Women’s Welfare Association, HealthServe Ltd. and two funds, the Courage Fund and the Invictus Fund, both of which provide relief and support to those affected by the current COVID-19 situation. 34
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