Duane Morris & Selvam acts on Union Bank’s INR 14.5 billion (US$200 million) QIP

SINGAPORE, 8 June 2021 – Duane Morris & Selvam LLP acted as international legal counsel to Elara Capital (India) Private Limited, IIFL Securities Limited, Motilal Oswal Investment Advisors Limited, and YES Securities (India) Limited on the recent sale of approximately INR 14.5 billion (US$200 million) of equity shares in Union Bank of India in a QIP, including a concurrent U.S. private.

Union Bank, incorporated in 1919, is the fourth largest public sector bank in India as at December 31, 2020 in terms of branch network. As at April 30, 2021, Union Bank had more than 120 million customers, which were served by 9,312 branches and 12,789 automated teller machines.

Duane Morris & Selvam’s team was led by Jamie Benson, the head of the firm’s US capital markets and India practices, and also included Hope Krebs, Ken Tan, Jacob Low and Yeo Ming Ze.

L&L Partners acted as Indian counsel to Union Bank and Crawford Bayley & Co. acted as Indian counsel to the book running lead managers.

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.

For More Information

If you have any questions about this Alert, please contact any of the attorneys in our Singapore office or the attorney in the firm with whom you are in regular contact.

Disclaimer: This Alert has been prepared and published for informational purposes only and is not offered, nor should be construed, as legal advice. For more information, please see the firm’s full disclaimer.

양식 싸움 The Battle of the Forms

무역 금융의 세계는 결코 간단하지 않습니다. 여러 기관, 경쟁 청구, 상계 (set-offs), 임무, 채무와 많은 관계 당사자들이 이루고 있습니다. 이 복잡한 환경을 탐색하는 것은 굉장히 어렵고, 수많은 법적 문제와 불확실성을 야기합니다.

CIMB Bank Bhd v World Fuel Services Singapore Pte Ltd [2021] SGCA 19의 사례에서 이 복잡함이 명백하게 드러납니다. 이 특정 사례에서는 항소법원이 고등법원과 완전히 반대되는 결론에 도달했습니다.  이 사례는 복잡한 다자간 무역금융계약의 어려움(downfall)을 강조하며, 법원의 계약서 해석에 대한 지침을 제공합니다. 법원은 문서의 진위 여부, 진위 입증 방식에 대한 요점을 고려하지만, 이번 기고문은 문제의 핵심인 무역금융 계약의 싸움에 초점을 맞출 것입니다.

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The Battle of the Forms

The world of trade finance is never straightforward. Multiple facilities, competing claims, set-offs, assignments, debentures and multiple parties are, to the say the least, what make the backbone of trade finance.  Navigating this complex landscape is tough, and raises a plethora of legal issues and uncertainties.

This complex landscape is evident in the case of CIMB Bank Bhd v World Fuel Services Singapore Pte Ltd [2021] SGCA 19, where the Court of Appeal considered and analysed the same issues of diametrically opposite competing contracts, and arrived at a completely opposite conclusion than that of the High Court.

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Duane Morris & Selvam acts on Affle’s INR 6 billion (US$82 million) QIP

SINGAPORE, 25 May 2021 – Duane Morris & Selvam LLP acted as international legal counsel to Axis Capital, Nomura and UBS, in their role as the book running lead managers, on the sale of INR 6 billion (US$82 million) of equity shares in Affle (India) Limited in a qualified institutions placement, including concurrent private placements outside India.

Affle is a global technology company with a proprietary consumer intelligence platform that delivers consumer engagement, acquisitions and transactions through mobile advertising, as well as platform aims to enhance returns on marketing investment through contextual mobile ads and also by reducing digital ad fraud.

The Duane Morris & Selvam team was led by Jamie Benson, the head of the firm’s US capital markets and India practices, and also included Zabrina Hamid, Wang Bei, Justin Santarosa, Jacob Low and Yeo Ming Ze.

Induslaw acted as Indian counsel to Affle and J. Sagar Associates acted as Indian counsel to Axis Capital, Nomura and UBS.

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.

To Hedge or not to Hedge? That is the (mitigatory) question.

Hedging contracts are well established in the Oil & Gas industry.  It is a common risk management measure used to reduce a party’s exposure to the constantly fluctuating oil prices.  Essentially, under a hedging contract, companies can establish their prices at a fixed price through a commodity swap or option. Hedging contracts are second nature to the industry, and most traders would not give a second thought as to whether such arrangements are reasonable.  However, it was this very issue that was put forth before both the High Court and the Court of Appeal in Apex Energy International Pte Ltd v Wanxiang Resources (Singapore) Pte Ltd [2020] SGHC 138.  The Singapore Courts had to determine whether, following a breach of contract of sale, whether a hedging arrangement was a reasonable mitigation in the quantification of the aggrieved parties losses.  We successfully acted for Apex Energy in proving that a hedging arrangement is a reasonable mitigation measure.

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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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