SINGAPORE LAW AND PRACTICE Contributed by: Jeffrey Lim, Daniel Lim, Frederick Tay, Genevi Lim, Lakshmanan Anbarazan, Sarah Lai, Stephanie Goh and Tobias Andreas Satria, Joyce A. Tan & Partners LLC
Statutorily, the CA provides two main avenues for minority shareholders to seek redress: • a personal claim to the courts for oppression, injustice, unfair discrimination, or prejudice by the company, and/or its directors; and • a derivative action to bring an action on behalf of the company. 4.3 Disclosure and Reporting Obligations At the onset, every shareholder of a company is required to have their particulars reflected in an electronic register of members as maintained by the Accounting and Corporate Regulatory Authority (ACRA). Such information is accessed online via the payment of a nominal fee. Companies are also required to maintain a register of registrable controllers that will need to be lodged with ACRA. Registrable controllers are individuals or entities that exercise significant control or have significant interest over a company. An example of which is the ultimate beneficial owner of a majority shareholder of a com - pany. Registrable controllers have an obligation to inform the company: • that they are registrable controllers; and • of their prescribed particulars. Unlike the register of members, information in the company’s register of registrable controllers is not available to the public and will only be disclosed to ACRA and relevant governmental/law enforcement bodies. Additionally, a similar regime is also applicable to nominee directors and nominee shareholders of a company. Corporations Investors who intend to obtain not less than a 5% interest in the voting shares of corporations (including companies and foreign entities) listed on an approved
exchange (which includes SGX) will be treated as sub - stantial shareholders of such corporations. Substantial shareholders are subject to additional dis - closure requirements including making notification(s) to the corporation when: • they are or cease to be substantial shareholders of the corporation; or • there is a 1% change in the percentage level of their interest in the corporation.
5. Capital Markets 5.1 Capital Markets Overview Capital Markets Industry
Singapore, as a leading financial hub in Asia, offers a well-regulated, transparent and efficient capital mar - ket environment. SGX is the main exchange in Singa - pore for the trading of stocks, bonds, options, forex and commodities. In addition, Singapore has a well-established finan - cial industry providing capital markets services such as brokers, corporate finance firms, banks and fund managers. Equity capital markets, debt capital markets, and real estate investment trusts represent the three most active and vibrant markets in Singapore. Fundraising Companies raising funds via the capital markets typi - cally do so through: • equity financing: IPOs, private placements, or rights issues; • debt financing: issuance of bonds or notes to insti - tutional investors; or • a combination of both equity and debt financing by issuing a SAFE note (also referred to as a CARE note in Singapore). To carry out such fundraising, publicly listed compa - nies will need to list the relevant securities on SGX by undergoing the listing process.
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