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.
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)
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.
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.
Duane Morris & Selvam Statement on Myanmar Operations
SINGAPORE, MARCH 6, 2021—Duane Morris & Selvam issued the following statement in response to the on-going political uncertainty impacting Myanmar.
“We continue to carefully monitor the on-going situation throughout the country,” said Leon Yee, Chairman for Duane Morris & Selvam. “That said, we believe in the long-term future for the country and its economy, as well as for Duane Morris with our strong roots there. At this time, maintaining the on-going safety of our team and clients, and concern for the people of Myanmar, remains of our utmost priority.”
“Throughout the turmoil of the past weeks, our active and comprehensive counsel to clients in Myanmar and across Asia has remained firm and steadfast. We will always be here for our clients. The relationships our lawyers have established with business leaders in the region, as well as the operational and legal resources available to clients as a local office within Duane Morris’ robust global network, has positioned us well for continued seamless delivery of substantive legal counsel,” Mr. Yee continued.
He added further that lawyers and staff located in the Firm’s office in Yangon, Myanmar, are able to work both in the office as well as remotely, and that the Firm is accommodating in-office attendance consistent with local COVID-19 conditions.
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 and 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.
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。
新加坡科技准证（Tech Pass）正式启动
早于去年年末，新加坡经济发展局就曾宣布将于今年推出一种新型准证Tech Pass，旨在吸引全球顶尖科技人才前往新加坡，以促进新加坡科技态系统的发展，进一步巩固新加坡作为区域科技枢纽的领先地位。近期，新加坡经济发展局正式启动了Tech Pass，申请人已经可以在其官网上提交申请了。
哪些人可以申请科技准证？
申请人不必必须受雇于新加坡企业，其可以是新加坡企业的雇员，也可以直接在新加坡进行创业、做投资人、担任董事等。申请人只要满足以下三项条件中的两项就可以申请科技准证。当前持有工作准证（Employment Pass）、 个人化就业准证（Personalized Employment Pass）等准证的人员，若在符合条件的情况下亦可以申请更换其准证为科技准证。
新加坡可变动资本公司（VCC） 特点与优势
自2020年1月新加坡金融管理局（简称“金管局”）与会计与企业管制局（简称“ACRA“）联合声明，正式推出可变动资本公司（VCC）框架以来截止10月份，已有近乎于160多家VCC如雨后春笋般涌现。 金融管理局公布的《2019新加坡资产管理调查》报告显示，新加坡在2019年资产管理规模年比增长15.7%，达到2.9万亿美元。其中包括传统领域资产（如股票与债券）以及另类资产（私募股权，风险创投等）。新加坡一直以安全稳定的经济、较宽松的监管以及较低的公司税率等来保持其投资吸引力；新 VCC 框架将为投资基金在新加坡的注册和营运提供更大的灵活度。有望鼓励更多基金经理和投资基金产品以新加坡为据点，提升新加坡作为全球投资基金中心的地位。