Best Lawyers Singapore 2022 recognizes Duane Morris & Selvam Partners

Singapore, 3 May 2021 – Duane Morris & Selvam is pleased to announce that 5 of our partners have been recognized across 8 practices in the 2022 edition of Best Lawyers. Best Lawyers is a peer review guide to the legal profession and lawyers are nominated by their peers.

Arbitration and Mediation ·         Sarbjit Singh Chopra
Banking and Finance ·         Arfat Selvam
Capital Markets Law ·         Gerard A. Hekker

·         Jamie Benson

·         Krishna Ramachandra

Corporate Law ·         Arfat Selvam
Mergers and Acquisitions Law ·         Arfat Selvam

·         Krishna Ramachandra

Mutual Funds ·         Arfat Selvam
Private Equity Law ·         Krishna Ramachandra
Private Funds ·         Arfat Selvam

About Duane Morris & Selvam

Duane Morris & Selvam LLP is the joint law venture between Duane Morris LLP and Selvam LLC, with its headquarters in Singapore. By way of its global platform and extensive range of legal services, the firm helps companies conduct business in and out of Asia, the United States, Latin America, the United Kingdom and beyond. In addition to the excellent skills of its lawyers, clients benefit from the cultural fluency and key relationships that the firm has developed over many years of practising law throughout the region. The firm has a presence in the key markets of Southeast Asia, including Singapore, Hanoi, Ho Chi Minh City as well as offices in Shanghai and Yangon. Supporting these regional offices, the firm operates a series of country desks for India, Indonesia, Korea and Japan, as well as an alliance in Sri Lanka. It is regularly ranked among the region’s leading law firms by Chambers & Partners, The Legal 500 and IFLR1000.

Duane Morris & Selvam acts on IDFC First Bank’s INR30 billion QIP

SINGAPORE, 21 April 2021 – Duane Morris & Selvam LLP acted as international legal counsel to ICICI Securities Limited, Citigroup Global Markets India Private Limited, Credit Suisse Securities (India) Private Limited, JM Financial Limited and UBS Securities India Private Limited in their role as the book running lead managers on the sale of INR 30 billion (US$400 million) of equity shares in IDFC First Bank Limited in a qualified institutions placement (QIP), including a concurrent US private placement.

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SPAC Listings

Special purpose acquisition companies (SPACs, or “blank check” companies), which are shell companies set up with the sole purpose of raising funds through an initial public offering (IPO) to acquire an existing target company, have seen a dramatic rise in the past year. High levels of liquidity and persistently low interest rates, coupled with a growing appetite among investors for higher-yielding investment opportunities, have fuelled the rising interest in SPACs. According to resource website SpacInsider, which tracks these investment vehicles, 248 SPAC IPOs were completed in the last year alone, raising US$83 billion, compared with 216 from 2009 to 2019. This article discusses the features of SPACs, its benefits and risks, trends in Asia as well as the future for SPACs in Singapore.

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The Importance of Proper Drafting in relation to Construction Contracts

The addition of Section 17(2A) to The Building and Construction Industry Security of Payment Act (“SOPA”), which came into effect on 15 December 2019, and the recent Court of Appeal decision in Orion-One Residential Pte Ltd v Dong Cheng Construction Pte Ltd [2020] SGCA 121 (“Orion-One”) highlights the importance of proper drafting in relation to construction contracts.

Section 17(2A) of the SOPA compels an adjudicator to disregard any claim for damage, loss or expense that is not supported by: (a) any document showing agreement between the parties on the quantum of the said claim; or (b) any certificate or other document that is required to be issued under the contract. While exception (a) very much depends on the negotiations between the parties, exception (b) is, to a certain extent, within the control of the party drafting the contract.

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건설계약에서 제대로 된 초안 작성의 중요성

제17조 (2A)를 2019년 12월 15일부터 시행된 건축 및 건설업 지불 보증법(“SOPA“)에 추가한 것과 (2019년 12월 15일 발효), 최근 Orion-One Residential Pte Ltd v Dong Cheng Construction Pte Ltd [2020] SGCA 121(“Orion-One”)의 항소법원 결정은 건설 계약서를 작성할때 제대로 초안을 작성하는 것의 중요성을 강조합니다.

SOPA 제17조 (2A)는 재판자(adjudicator)가 (a)퀀텀에 따라 당사자 간에 합의를 보여주는 문서 또는 (b)계약에 따라 발행되어야 하는 인증서 또는 기타 문서로 뒷받침 되지 않는 손실/비용에 대한 청구를 무시하라고 강요합니다. (예외 사항: 당사자 간의 협상에 따라 매우 큰 차이가 있거나 계약 초안 당사자의 통제 하에 있을 경우)

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Jamie Benson included in India Business Law Journal’s A-List for three consecutive years

SINGAPORE, 1 April 2021 –  Duane Morris & Selvam is pleased to announce that Director and Head of the U.S. Capital Markets and India Practices, Jamie Benson, has been included the newly published India Business Law Journal’s A-List of Top 100 India focused lawyers at international law firms. This is the third year in a row that Jamie has been included in the list after he was named in the inaugural A-List in 2019.

The International A-List is based on extensive research conducted by the India Business Law Journal and based on the independent collective views of in-house counsel and private practice lawyers in India.

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Non-fungible tokens – the rising trend in the world of cryptocurrency?

Non-fungible tokens (“NFTs”), a type of digital asset, are the latest crypto talk in town. On 19 February 2021, the NFT featuring the iconic Nyan Cat meme was sold for US$590,000. Barely three weeks later, the world’s most expensive digital art and the most expensive NFT – Mike Winkelmann’s digital art piece “Everydays: The First 5000 Days” – was sold for US$69.3 million, becoming the third-highest auction price achieved for a living artist, after Jeff Koons’ ‘Rabbit’ stainless steel sculpture and David Hockney’s 1972 “Portrait of an Artist (Pool with Two Figures)” painting. On 22 March 2021, Twitter CEO Jack Dorsey’s first tweet was sold for US$2.9 million. Most recently, TIME Magazine has released three special edition NFT magazine covers for auction, featuring the topical questions “Is God Dead?”, “Is Truth Dead?” and “Is Fiat Dead?”

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Effective Estate Planning

The thought of estate planning often brings to mind your will and your legacy. As you have spent your entire life on the acquisition, management and preservation of your wealth of assets for the benefit of your loved ones you leave behind, shouldn’t you pay as much attention to the prudent distribution of your assets upon your demise to ensure that your wishes are effective in bringing about the desired result and minimize the burden on your loved ones who inherit your assets? Of particular concern here is the legacy involving real estate property and joint bank accounts. The key to effective estate planning is knowing how the manner of holding such assets in the first place affects the right to transfer them upon death.

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有效的遗产规划

提到遗产规划,相信你会联想到遗嘱和遗产。在你用了一生的时间为了至亲至爱所积累,管理和保护你的财富的时候, 更应该确保过世后财产会被谨慎合理的分配,在达到所期望的分配结果的同时,减轻继承财产的负担。其中特别需要注意的是房地产和联名银行账户。有效遗产规划的关键是了解持有这些资产的方式将会如何影响过世后的转让权。

动产: 联权共有和生存者拥有原则

通常是你拥有的最大资产是不动产,许多已婚夫妇作为共同家庭购买的房屋,都是以夫妻共同持有的名义持有的。对于联权共有人,法律规定,当一位业主死亡时,财产自动归在世的联权共有人所有(生存者原则),并且不会根据死者的遗嘱作为遗产的一部分进行分配。即使你已经在遗嘱中将房产分配给指定继承人,在死者死亡的那一刻,这部分房屋所有权已经划归其他共同所有人,而非死者本人。如果你想在过世后把房产转移给指定受益人,你必须首先终止联权共有,使其脱离“生存者原则”的规则,一旦生效,联权共有将变为分权共有。并在死者死亡的那一刻,房产将按照死者遗嘱进行分配。

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违约金在英美法合同中有效吗?

我们经常在中国法管辖的合同中看到违约金/罚金这样的条款,常常规定如果合同一方不如约履行合同,则需要支付一定数额的违约金给对方。根据我国《合同法》规定,我国对于损害赔偿的范围采纳的是可预见性标准,同样该标准也适用于违约金条款,即违约金不仅可以包括因违约造成的实际损失,还可以包括合同履行后的可得利益。

但是违约金的适用有一定的限制,一般来说合同违约金的上限是不超过实际损失的30%,但是过高或者过低都是可以请求人民法院或者仲裁机构予以适当减少或者增加的。由于这项要求,大部分中国法合同都会在合同中约定相当可观的违约金,因为即使约定的过高,也可以在经过法院或者仲裁机构调整后予以执行,还可以避免在出现违约情况后再来计算损害赔偿数额。而且高额的违约金,也会对合同各方有一定的震慑作用,使得合同各方因忌惮高额的违约金而有积极履行合同的动力。

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