SINGAPORE Law and Practice Contributed by: Benjamin Gaw and Joel Tan, Drew & Napier LLC
tinue to be employed by the target company and will be unlikely to be affected by the transfer of shares. 2.6 National Security Review There is currently no regulatory body in Singapore that undertakes a national security review of acquisitions. However, regulatory approvals may be required for control or share ownership in companies in certain regulated industries that are perceived to be critical to national interests – eg, banking, insurance, broadcast - ing, defence and newspaper publishing. In addition, the SIRA introduced an investment man - agement framework for entities identified and desig - nated as being critical to national security (eg, entities in the telecommunications, utilities and banking sec - tors). Under the SIRA, such entities are required to notify and/or obtain approval from the authorities in relation to ownership or control changes. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments From 5 May 2025 to 5 June 2025, the SIC sought public feedback on a consultation paper in relation to proposed amendments to the Takeover Code (the “Proposed Amendments”). The Proposed Amend - ments aim to enhance the regulation of take-overs and mergers by protecting the competitive process in these transactions, improving the certainty and timeli - ness of schemes of arrangement, and enhancing dis - closures to investors and shareholders. Some of the key proposals in the Proposed Amendments include: • introducing a general prohibition on deal protection measures or offer-related arrangements, except in limited circumstances; • requiring meetings to approve schemes of arrange - ment to be held within six months of the announce - ment of the scheme; and • codifying the 28-day put up or shut up deadline for potential offerors who make a holding announce - ment to clarify their intentions on whether or not they will be making an offer.
As of 1 March 2026, the SIC had not published any response to the feedback received and the Proposed Amendments had not been implemented. Separately, in December 2025, the Ministry of Digital Development and Information (MDDI) and the Info - comm Media Development Authority (IMDA) released a public consultation paper proposing changes to the Info-Communications Media Development Authority Act 2016 through a proposed Bill, to further harmo - nise and refine the treatment of competition in the telecommunications and media sectors. In particular, the proposed amendments seek, among other things, to require any person, whether licensed or not, acquir - ing 30% or more of the ownership interests in a regu - lated person to obtain IMDA’s prior approval. If the proposed Bill is passed, this would change the exist - ing position under which only regulated persons are required to seek IMDA’s prior approval for acquisitions resulting in 30% or more of the ownership interests in a regulated person. 3.2 Significant Changes to Takeover Law There have been no significant changes in the past 12 months. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is not uncommon for bidders to build up some shareholding stake in a company prior to launching an offer. An ownership stake of more than 10% in the tar - get company could be used to prevent a rival bidder from a compulsory acquisition of the minority stake in the company. A bidder may also seek to obtain an ownership stake of more than 25% to effectively veto a rival scheme of arrangement or amalgamation. Bidders seeking to build a significant stake in a target company generally need to comply with the following: • rules relating to mandatory offers (see 2.1 Acquir- ing a Company ) and minimum offer prices under the Takeover Code; • substantial shareholding disclosure requirements (see 4.2 Material Shareholding Disclosure Thresh- old ); and
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