SINGAPORE Law and Practice Contributed by: Benjamin Gaw and Joel Tan, Drew & Napier LLC
• under the Takeover Code, any information given to one bidder must, on request, be furnished equally and promptly to any other bidder; • where a bidder comes to possess confidential and materially price-sensitive information, any further dealings with the shares of the target company may give rise to insider dealing concerns; and • in the context of negotiations on mergers, an exchange of commercially sensitive information which has the object or effect of restricting compe - tition may potentially infringe the Competition Act 2004. In view of the above legal restrictions, the bidder often will have to rely on publicly available information. This includes: • information available on public registers, such as lodgements with ACRA, and the register of direc - tors and shareholders; • the target company’s constitutional documents; • where the target company is listed, ongoing disclo - sures of material information or events relating to the listed company; • any prospectuses or shareholder circulars; • financial information such as annual financial reports; and • research reports published by financial analysts. Private M&A Transactions For private M&A transactions, the scope of due dili - gence tends to be broader as the target company would not be subject to restrictions that apply to public companies. Depending on time or budgetary constraints, the due diligence may include the follow - ing relating to the target company: • corporate organisational documents and records; • shareholder agreements; • banking and finance documents; • material contracts with suppliers and customers; • employee matters; • litigation; • the company’s assets and properties; • insurance; and • regulatory matters (eg, licences, permits, registra - tions and approvals).
There is also an increased interest in environmental, social and governance (ESG) due diligence. In par - ticular, the SGX has mandated mandatory climate reporting on a “comply or explain” basis in issuers’ sustainability reports from the financial year com - mencing 2022. On 25 August 2025, ACRA and SGX announced an extension of the timelines for climate reporting. For listed companies that are not constitu - ents of the Straits Times Index (STI), Scope 1 and 2 greenhouse gas (GHG) emissions reporting will remain mandatory, but Scope 3 GHG emissions will be voluntary until further notice. Reporting for other International Sustainability Standards Board-based (ISSB-based) climate-related disclosures (CRD) will continue to be mandatory for STI constituent listed companies but will only be required for listed compa - nies that are not constituents of the STI from 2028 or 2030, depending on their market capitalisation. For large non-listed companies with annual revenue of at least SGD1 billion and total assets of at least SGD500 million, the requirement to report ISSB-based CRD (including Scope 1 and 2 GHG emissions) has been deferred from 2027 to 2030, and Scope 3 GHG emis - sions reporting remains voluntary until further notice. Board diversity policies must also be disclosed in annual reports. The shift towards ESG matters in M&A investments was also seen in the recent investment ventures by Singapore’s state investor, Temasek, in renewable energy. 5.4 Standstills or Exclusivity In general, exclusivity agreements and similar arrange - ments are often requested, but standstill agreements are not as common. However, in negotiating for exclu - sivity arrangements, the target company should note its duty under the Takeover Code not to take any action that could frustrate a bona fide offer or deny its shareholders an opportunity to decide on its merits. Under the Takeover Code, standstill agreements between a company, or the directors of a company, and a shareholder which restrict the shareholder/ directors from either offering for, or accepting an offer for, the shares of the company or from increasing or reducing shareholdings, may result in the parties act - ing in concert.
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