SINGAPORE Law and Practice Contributed by: Evelyn Wee, Sandy Foo, Tracy-Anne Ang, Terence Quek, Hoon Chi Tern, Goh Jun Yi and Tricia Teo, Rajah & Tann Singapore LLP
ing work of the Equities Market Review Group. The CGAC will consult and engage with industry stake - holders for its CG Code review in the following areas: • Measures to facilitate more meaningful implemen - tation of the CG Code, including to provide addi - tional guidance and practical examples on imple - menting the CG Code provisions in a manner that is suited to companies’ operating contexts, such as their size and industry; and • To consider new CG Code provisions or guid - ance on corporate culture, board effectiveness and risk management in emerging areas such as artificial intelligence. This is targeted at strengthen - ing boards’ capacities to steer companies through today’s rapidly evolving landscape, while continu - ing to uphold long-term shareholder value. In addition, the Securities Industry Council (SIC) announced on 5 May 2025 that it is conducting a consultation exercise on its proposals in the “ Consul- tation Paper on Revision of the Singapore Code on Take-overs and Mergers”. Taking into account market developments and evolving international practices in other jurisdictions (notably, Hong Kong and the UK) since the Singapore Code on Take-overs and Merg - ers (“Takeover Code”) was last revised in 2019, the proposed amendments to the Takeover Code seek to enhance the regulation of takeovers and mergers in Singapore. Key proposals include: • Prohibiting deal protection measures (including break fees) or offer-related arrangements, except in limited circumstances. This marks a significant shift in relation to offer-related arrangements from the current regime where only break fees are regulated; • Improving certainty and timeliness in M&A effected via schemes to avoid prolonged offer periods and to prevent the situation where an offeror might seek to rely upon a longstop date to lapse its offer where only an immaterial condition is outstanding or by refusing to take the required steps; • Codifying certain practices for offerors who made holding announcements, including that (i) the sub - sequent offer made by the potential offeror must be on the same or better terms than the indicative price; and (ii) the potential offeror is subject to a 28-day “put up or shut up” deadline from the date
of the disclosure of the indicative price, taking a similar approach to that of Hong Kong and the UK; and • Clarifying information required for shareholders’ meetings approving frustrating actions, including (i) obtaining competent independent advice as to whether the financial terms of the proposed frus - trating actions are fair and reasonable; (ii) consult - ing the SIC regarding the date on which the general meeting is to be held; and (iii) sending a circular to shareholders containing certain prescribed infor - mation as soon as practicable after the announce - ment of the proposed action. 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues Singapore’s laws and regulations are in line with those of other major financial centres, and private equity investors should be able to navigate them with ease. Singapore is an investor-friendly jurisdiction and con - sistently ranks as one of the world’s most competitive economies according to the World Economic Forum. There are no general foreign shareholding restric - tions in Singapore, apart from in a few tightly regu - lated industries such as banking, broadcasting and newspaper publishing. Neither does Singapore have a general national security or national interests regime with regard to foreign investment and acquisitions. Notwithstanding the foregoing, the Significant Invest - ments Review Act and the Transport Sector (Critical Firms) Act introduce new layers of regulatory oversight applicable to both foreign and domestic investments, and this should be factored into transaction planning and execution. See 2.1 Impact of Legal Develop- ments on Funds and Transactions for further detail. Change of control or shareholding in some target com - panies may be subject to conditions in their licences (if they are licensed entities) and/or to antitrust regula - tions, but these are generally in line with antitrust prin - ciples that would be familiar to international private equity investors.
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