SINGAPORE Law and Practice Contributed by: Terence Quek, Benjamin Cheong, Hoon Chi Tern and Favian Tan, Rajah & Tann Singapore
The TMS Code The Infocomm Media Development Authority of Singapore (IMDA) issued the Code of Practice for Competition in the Provision of Telecom- munication and Media Services (the “TMS Code”), which took effect on 2 May 2022. The M&A provisions found in Section 10 of the TMS Code require parties seeking to enter into M&A transactions to submit requests or consolidation applications in certain defined situations. Where the IMDA concludes that a proposed request or consolidation is likely to result in an SLC or is against the public interest, the IMDA will: • reject the request or consolidation applica- tion; or Buyers involved in the acquisition of a business undertaking (as opposed to a share transaction) should note that the Employment Act 1968 of Singapore provides the following. • All the seller’s rights, powers, duties and liabilities in connection with the affected employees are transferred to the buyer. As a consequence, the buyer will become liable for all acts or omissions in respect of the employ- ee prior to the transfer. Likewise, the employ- ee will become liable to the buyer for any acts and omissions committed by them in respect of the seller prior to the transfer. However, the liability of any person for having committed a criminal offence prior to the transfer is not affected by – and does not transfer as a result of – these provisions. • There must be no break in employment dur- ing the transfer, and the past years of service with the seller need to be recognised by the buyer for the purposes of calculating any • impose appropriate conditions. 7.6 Labour Law Regulations
The CCCS Guidelines on Merger Procedures sets out a description of the CCCS’ procedures when applying the Competition Act to mergers and include, inter alia: • an overview of the procedural framework adopted by the CCCS; • self-assessment guidance for parties; • a detailed account of how parties can make an application to CCCS for a decision regard- ing a merger situation; • remedies that may be implemented by CCCS; and • exclusions and exemptions to the Section 54 prohibition. Parties to a merger or acquisition are encour- aged to refer to the guidelines and conduct a self-assessment prior to completion of an M&A transaction. CCCS Investigation If an investigation by the CCCS determines that the merger results in an SLC, the CCCS may impose on the parties any direction that it believes will bring this infringement to an end, including orders to: • divest part of the assets; • unwind the merger; and/or • financial penalties of up to 10% of the infring- ing parties’ turnover in Singapore for the period of the infringement (up to a maximum of three years). The CCCS may also issue interim measures as it investigates a merger, including a direction preventing the parties from implementing their proposed merger.
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