SINGAPORE Trends and Developments Contributed by: Benjamin Tay, Chou Ching, Norman Ho, Vikna Rajah, Chun Kiat and Marcus Tay, Rajah & Tann Asia
The legal due diligence for data centre acquisitions is correspondingly complex. Beyond standard real estate and corporate enquiries, counsel must inves - tigate power purchase arrangements, cooling infra - structure agreements, co-location contracts, network interconnection arrangements and regulatory licenc - es. The operational continuity of a data centre is criti - cally dependent on these underlying arrangements, and their assignability or survivability on a change of control must be confirmed before any transaction proceeds. Then there is the floating data centre. The notion of a data centre bobbing in Singapore waters would have seemed fanciful a decade ago. It is now the subject of serious regulatory engagement. Moored in Sin - gapore’s waters and designed to leverage seawater cooling, these facilities raise distinct legal questions about maritime law, land use classification and envi - ronmental licensing. They are indicative of what hap - pens when land scarcity collides with insatiable digital demand. Data centre acquisitions are overwhelmingly struc - tured as share or unit acquisitions of the SPV holding the facility. Singapore counsel frequently co-ordinate regional data centre acquisitions and co-location through Singapore holding structures, working with local counsel across multiple jurisdictions in ASEAN and abroad. AML: heightened scrutiny in a wealth hub In the billion-dollar money-laundering case prose - cuted in 2023, the largest in Singapore’s history, ten foreigners were convicted and over SGD3 billion in assets, including properties, vehicles, luxury goods and cash, were seized or issued with prohibition orders. This case made the point starkly – real estate, particularly high-value acquisitions through corporate vehicles and trusts, is vulnerable to misuse and has been placed firmly in the regulatory spotlight. The regulatory response has been swift and far reach - ing. Singapore has tightened its anti-money launder - ing (AML) framework across the board, with enhanced obligations for lawyers, real estate agents, financial institutions and corporate service providers. Under the Corruption, Drug Trafficking and Other Serious
Crimes (Confiscation of Benefits) Act (CDSA) and the Legal Profession (Prevention of Money Laundering and Financing of Terrorism) Rules, practitioners must conduct customer due diligence, verify beneficial ownership and file suspicious transaction reports. For share acquisitions involving multi-layered struc - tures, tracing beneficial ownership and verifying the source of funds is painstaking, more so where fam - ily offices or entities in less transparent jurisdictions are involved. The Ministry of Law has also intro - duced mandatory licensing for property agents and enhanced gate-keeping obligations for conveyancing. These developments mean that AML compliance is no longer a back-office function; it is a frontline transac - tional concern. The message for in-house counsel is simple: factor AML into the timetable from day one. Delays from incomplete checks are increasingly common and can derail transaction timelines that have been carefully planned around other milestones. The consequences of non-compliance are severe, extending to criminal liability for the individual practitioner as well as the firm. Outlook Singapore’s position as the region’s primary hub for corporate real estate transactions looks secure. The structural drivers, including geopolitical neutrality, legal certainty, a sophisticated financial ecosystem and an unmatched network of regional connectiv - ity, are not temporary. They reflect deliberate policy choices made over decades and reinforced by each successive reform, from the Variable Capital Compa - nies Act to the FLEXI lease initiative. The trends described in this article, namely the migra - tion of asset management functions, the dominance of share and unit structures, the professionalisation of risk allocation, the emergence of new asset classes and the tightening of the AML framework, are likely to deepen rather than reverse. Each brings its own legal complexity. Each rewards early, well-informed structuring. For the general counsel or head of legal at a regional asset manager, the choice of Singapore counsel is
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