Lawlines Volume 9 Issue 4 - eOASIS

LawLinesVol 9 . Issue 4 • December 2007Rajah & Tann’s Quarterly Journal on articles of current interest,features, cases and legislative developmentsclick here to begin >

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveAROUND RAJAH & TANNRound Up – 2007 In PerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitespage 2 of 44 pagesThe year 2007 has been one fi lled with nostalgiaand home-coming as well as pristine vibrancy.This is the year that saw ex-Rajah & Tann stalwartsreturn to the Firm to boost a fi rm growing withvigour and vibrancy through numerous lateral hires.It also saw new practice groups being establishedin keeping with developments, and the Firm as awhole growing at a staggering rate.In the next few pages, we provide you withhighlights of some of the accomplishments of theFirm for 2007, focussing on the last quarter.Significant HiresThe fi nal quarter of the year has seen numerousnew lateral hires, which has boosted the numberof lawyers in Rajah & Tann to approximately 260.These top level lateral hires come with excellentcredentials and will aid in taking Rajah & Tann togreater heights.These lateral hires are in addition to the numerousother heavy weight hires that we had throughoutthe year, including Sundaresh Menon and the teamof lawyers who worked with him. These lawyershad spent the last four years in Jones Day, a wellknowninternational fi rm. During that period, theyhad developed a very impressive internationalarbitration practice and have received severalaccolades and regular ratings as a premier practicein the leading international ranking guides includingAsia Legal Business, Asia Pacifi c Legal 500 andChambers Global. This achievement was evenmore impressive given the fi erce international arenain which they competed. The Firm’s litigation andarbitration practice has been formidably bolsteredby these welcome additions.The more recent hires are essentially in thecorporate practices, and include notable expertswho moved to join us in August 2007 from another | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitestop law fi rm. We provide you very brief highlightsof the respective experience of some of the newhires here.Christina NgChristina, a partner with the Corporate& Capital Markets Practice Groupand with over 18 years of practiceexperience, specializes in energyand infrastructure and has beenextensively involved with mergers and acquisitionsin the region. To each of these transactions, shebrings her knowledge and experience in taxationwhich knowledge and experience are particularlyuseful to clients in structuring cross-bordertransactions. Christina is recommended in theAP Legal 500 2003/2004 Edition for M&A witha technology specialization, in the AP Legal 5002004/2005 Edition for her role in advising the BhartiChangi Consortium in respect of the modernizationand restructuring of the Mumbai and Delhi airport,as a leading individual in AP Legal 500 2006/2007,and in the International Tax Review 2004, as one ofthe leading tax practitioners for Singapore. Christinawas also recommended for M&A in Who’s Who– Legal (Singapore).Evelyn WeeEvelyn, a partner with the Corporate &Capital Markets Practice Group, hasover 18 years of practice experienceas a corporate lawyer. Her primaryareas of practice are corporate fi nanceand corporate and commercial transactions,including listings, mergers and acquisitions,fund management, private equity/venture capitalinvestments and joint ventures. Evelyn’s experienceincludes advising DBS Bank Ltd as global coordinator,lead underwriter and sole bookrunner,and Citigroup and CSFB as co-underwritersin Fortune-REIT, Singapore’s first real estateinvestment trust involving foreign property and UBSAG and DBS Bank Ltd as underwriters on the initialpublic offering of Banyan Tree Holdings Limited.Evelyn is a recommended lawyer in the PracticalLaw Company’s Which Lawyer? for her work withthe private equity/venture capital industry.Lim Wee HanWee Hann is a Partner with the Corporate &Capital Markets Practice Group and has over16 years of experience in advising companieson cross-border investments, private mergerspage 3 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bites& acquisitions, sale & purchase ofcompanies and businesses and othercorporate transactions. Wee Hannspent four years in Vietnam between1994 and 1998, during which, headvised Indonesian real estate giant Ciputra Groupon its US$2.3 billion city development on 400 haof Hanoi’s prime area along the Red River. He alsosecured the licence for the US$667 million VungTau Deep Sea Transshipment Port for his Malaysianclients, overseeing negotiations with governmentregulators and authorities. In Singapore, WeeHann’s expertise also includes advising numerousbiotechnology, health and pharmaceuticalglobal leaders on cross-border acquisitions anddivestments. Wee Hann is a recommended lawyerin the Practical Law Company’s Which Lawyer? forhis work with the Life Sciences industry.Andrew CL OngAndrew Ong is a Consultant withthe Corporate & Capital MarketsPractice Group. He has many yearsof experience in Commercial andBusiness Law and has specialisedin Telecommunications and Media Law andCompetition. Andrew has been recommendedas a leading individual by The Asia Pacifi c Legal500 2006/2007 Edition in the area of InformationTechnology legal work. ‘Andrew Ong possessesbroad sector expertise’ (Asia Pacifi c Legal 5002001/2002 Edition). Asia Law Profi les 2002 writesthat ‘Andrew Ong is frequently cited as one ofthe top 100 telecoms lawyers globally’. He hasalso been identifi ed as a leading Communicationspractitioner in Singapore by the 2003/2004edition of Global Counsel 3000. Andrew is theonly lawyer practicing in a Singapore firm tohave been recommended for telecommunicationlaw work in the European Counsel publication,Global Communications Industry Report 2000,in Euromoney Legal Media Group’s publication,Expert Guides and in Law Business Research’spublication, An International Who’s Who ofTelecommunications Lawyers. He is presentlyrepresenting the Law Society of Singapore at theCompetition Roundtable discussions.Yap Chew FernChew Fern comes in as a Partner with the Corporate& Capital Markets Practice Group and has over18 years of experience, focussing on corporatepage 4 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesreal estate. Her experience includesrepresenting and advising various majorreal estate developers, corporations,institutions, fund managers, investors,companies, registered societies andlocal authorities in the acquisitions and/or sale ofvacant, residential, industrial, commercial land andbuildings by tender, private treaty, on en-bloc basisand the development and sale of the completedproperties. Chew Fern has also advised localstatutory boards, authorities and major real estatedevelopers on projects in Singapore that involvedthe integration of infrastructures such as the lightrail transport, bus interchange and the mass rapidtransit stations with residential and commercialcomponents in the developments. Her other areasof practice include representing and advising majorcommercial landlords and tenants in commercialand residential leasing in Singapore.Cheong Chuh FengChuh Feng comes in as a Partnerwith the Corporate & Capital MarketsPractice Group and has over 18 years ofpractice experience. Her current areasof practice include corporate real estateand corporate fi nance. She acts for corporate entitiesin the acquisition and disposal of real estate such assale and leaseback transactions of commercial andindustrial properties with real estate investment funds.She also handles initial public offerings and postlistingfund raising exercises such as rights issue, andadvises on regulatory and compliance issues.Tan Chon BengChon Beng is a Partner with theCorporate & Capital Markets PracticeGroup. His main practice area focuseson representing clients in private M&Atransactions. He also regularly advisesclients on general corporate and commercial legalissues. Prior to joining Rajah & Tann, Chon Bengwas with a US law firm for four years, mainlyrepresenting issuers and underwriters in US capitalmarkets transactions.Disa SimDisa Sim is a Partner with the BusinessFinance & Insolvency Practice Group.Prior to joining Rajah & Tann, Disawas a Legal Service Offi cer with theSingapore Legal Service. During herpage 5 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitestenure with the Legal Service, Disa served as aDistrict Judge at the Subordinate Courts, as wellas a Justices’ Law Clerk in the Supreme Court ofSingapore. Disa was also seconded to the Ministry ofForeign Affairs for one year as an Assistant Director todo policy work. Before joining the Legal Service, Disawas an Assistant Professor in the National Universityof Singapore, where she taught various subjectssuch as personal property law, contract law and thelaw of evidence and procedure. Disa obtained herLLB (First Class Honours) at the National Universityof Singapore and her LLM at Harvard Law School.Disa is also admitted as an Attorney and Counsellorat-Lawof the State of New York.Lorena Pang Mei YiiLorena comes in as a Partner with theCorporate & Capital Markets PracticeGroup. Lorena has been practising as acorporate lawyer since she was calledto the Singapore Bar in 1998. She hasbeen practicing mainly in the areas of mergers andacquisitions, corporate fi nance, capital markets andgeneral corporate work. Lorena has worked oninitial public offerings, rights issues, placements andother fund raising exercises for listed companies inSingapore and has also handled various acquisitionsand disposals of shares and business assets,joint ventures, corporate restructurings and othercorporate transactions involving both publicand private companies. She also advises oncompany law and stock exchange requirementsand compliance issues and procedures.Adeline ChongAdeline Chong is a Partner withthe Commercial Litigation PracticeGroup and has been in practice since1995. Adeline’s practice is presentlyfocused on negligence in road traffi caccident claims, industrial accident and Workmen’sCompensation claims. She also advises clients onmedical negligence, fi re claims and other tortiousacts.A Celebrated Return – SundareshMenon Rejoins Rajah & TannThe Firm had the great pleasure of welcomingSundaresh Menon back into its fold, with his joiningof the partnership on 15 May 2007. Mr Menon, whocomes on board as the Senior Partner, is part ofpage 6 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesthe leadership team as a member of the ExecutiveCommittee.Sundaresh returned to the Firm aftera distinguished year in public serviceas a Judicial Commissioner of theSupreme Court, which found himpresiding over such high profi le casesas the recent NKF trials. Prior to that, he held aleading role in a major international law fi rm as itsHead of the International Arbitration and ArbitrationPractice for Asia. Menon had also previously beenwith the Firm for eight years where he had donesome of his best work.In practice for over 20 years, Sundaresh wasnamed by Chambers Global – in its 2006 edition asamong the 40 top international arbitration lawyers inthe world, and is without doubt one of Asia’s leadingarbitration, construction and litigation lawyers. TheFirm is truly privileged to have Sundaresh backagain as part of the Rajah & Tann family.New Groups EstablishedInternational ArbitrationA new practice group, the International ArbitrationPractice Group was formed, and will be headedby Yee Leong. This new practice group will poolthe combined ‘hitting power’ of the Firm’s bestarbitrators and litigators, and with Steven Chong SCand Sundaresh Menon, comprises an impressiveline-up of no less than four Senior Counsel!Sports LawIn its typical fashion of constantly identifying newareas of practices and staying at the forefrontof legal development, the Sports Law Practicewas established. The Practice has acted forplayer associations, sports ownership groups,governmental entities, coaches, competing sportsleagues, sponsors, broadcasters, in relation to theinvestigation into the collective purchasing of rights,and others involved in disputes and transactions withsports. The Practice has not confi ned its work tothe Singapore scene, but has focused its attentionacross the region and internationally even. To thisend, we had Stephen Townley, a renown sportluminary, join the Practice early this year. Stephenworks very closely with Lau Kok Keng, who headsthe Group, in growing this practice internationally.page 7 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesToh Kian Sing Appointed SeniorCounselWe were also pleased to announce earlier this yearthat our Toh Kian Sing was appointed a SeniorCounsel in 2007, bringing the total number ofSenior Counsel in the Firm to four. Kian Sing is aNational University of Singapore graduate and alsohas a fi rst-class honours degree in Civil Law fromOxford University. Kian Sing’s scope of expertiseincludes bills of lading, charterparty and marineinsurance litigation and arbitration, and internationaltrade disputes. He is well regarded for his expertisein trade fi nance litigation and documentation. KianSing is also author of the book titled ‘Admiralty Law& Practice’ that has been cited by the SingaporeCourt of Appeal as well as the High Court in NewZealand and Hong Kong.Top M & A Adviser in AsiaRajah & Tann is regularly involved in signifi cant dealson behalf of our clients, and to that end has beenrecognised as one of the top M & A advisers in Asia.This recognition comes from Thomson Financialand mergers and acquisitions data and intelligencespecialist Mergermarket, amongst others.Recent Corporate-Based DealsRajah & Tann’s corporate-based teams have been atthe forefront of a number of cutting edge deals. Weset out here only a sampling of some of the deals:• Sin Chei Liang acted for MediaRing Ltd in anacquisition by MediaRing Ltd of all the issuedshares of Cavu Corp Pte. Ltd. by way ofS$14.5 million in cash, S$7.5 million by wayof MediaRing shares, and a further payment ofup to S$3 million subject to the achievement ofcertain performance targets by the Cavu Groupfor FY 2007. Cavu Corp Pte. Ltd. is a leading ITinfrastructure services provider in Singapore thatoffers a full range of Enterprise solutions, includingan innovative ‘pay-as-you-use’ offering.• Goh Kian Hwee and Cheng Yoke Ping advisedStrategic Investment Holdings Ltd, McKinleyInvestment Holdings Ltd and PT Inter PetrindoInti Citra in their disposal of an aggregateshareholding of 70% in PT Chandra Asri,Indonesia’s leading petrochemical company,to PT Barito Pacifi c Tbk (a company listed onthe Jakarta Stock Exchange) at an aggregatepage 8 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitespurchase consideration of over US$1 billion.• Sin Chei Liang and Chan Wan Hong are acting forGates Electronics Limited (‘Gates’) in connectionwith the mandatory unconditional general offer bySinostate Management Limited for Gates.• Christina Ng and Edwin Lee are representingRenewable Energy Corporation (REC), aNorwegian solar energy company that plans toinvest more than 3.0 billion euro (S$ 6.27 billion)building a manufacturing plant in Singapore toproduce solar wafers, cells and modules , in taxand construction laws respectively. The projecthas the potential of becoming the world’s biggestcomplex of its kind with a production capacity ofup to 1.5 gigawatts of energy.• Lim Wee Hann and Tan Chon Beng acted for theLonza Group, one of the world’s leading suppliersto the pharmaceutical, healthcare and life sciencesindustries, in its sale of 100% of the shares ofLonza Singapore Pte Ltd to the Perstorp Groupfor US$138 million. Based on Jurong Island, LonzaSingapore Pte Ltd is a leading manufacturer ofpurifi ed isophthalic acid (PIA), used as a keyingredient in the manufacturing of PET bottlegraderesins, unsaturated polyester resins andperformance coatings. This transaction representsanother milestone in Lonza’s strategy to focus onits life science operations.• Wong Kok Hoe, Liew Lan Hing, Joanne Seet,Felicia Lai are the solicitors to Changtian Plastic& Chemical Limited in connection with its listingand quotation on the Mainboard of the SGX-STon 30 October 2007.The Property Practice Group has also been activethroughout the year with a number of considerabletransactions, including acting in several en-blocmatters. Gan Hiang Chye, in particular, and Lim LeeKian, handle numerous en-bloc matters, includingcurrent projects involving Palm Beach Gardens,View Point Mansion, The Aspine, Promises Gardenand Adis Villas.On Competition law, the Competition & Trade LawPractice Group continues to be involved in severalground-breaking matters since the enactmentof the Competition Law on 1 January 2006. Onmatters that are in the public arena, the team, ledby Kala Anandarajah, is acting for the Stansfi eldGroup in its complaint against the ConsumerAssociation of Singapore and NTUC lodge withpage 9 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitespage 12 of 44 pagesthat there existed solutions (that are outside theambit of the Concrete Contract) which wouldpermit Econ-NCC to carry on its work.Other smaller yet interesting matters that ourlawyers have been involved in include the followingmatters:• Chenthil Kumarasingam acted for a waitress whowas fi ned S$3,000 for biting a police offi cer onhis chest.• Irving Choh acted for Looi Kang San, a SingaporeAirlines pilot who was charged in court for allegedlymaking four prank calls to three fast-food outletsfor food to be delivered to a colleague.• Adrian Wong and Firdaus Rubin acted forcontracting fi rm, Hytech Builders Pte Ltd againststockbroker, Karen Goh Teng Poh, for damagesas a result of an alleged defamatory e-mail shesent to Ms Jenny Hong of City DevelopmentsLtd (CDL), the condo’s developer.Legal AccoladesThe year 2007 saw numerous lawyers of the fi rmbeing cited as experts in the respective areas thatthey practice by international peer reviewed legalranking journals. Given the extensive nature of therecognition, it is not possible to enumerate herethe specifi c citations of our various lawyers. We,therefore, highlight just a few here.Notably, the likes of Steven Chong SC, SundareshMenon, Quentin Loh SC and Andre Yeap SC havebeen cited by nearly every legal publication asleading commercial litigation lawyers. Additionally,Steven Chong SC, Sundaresh Menon, Quentin LohSC, and Chong Yee Leong are cited as amongthe top international arbitrators in Singapore andthe region.On the corporate front, Wong Kok Hoe, Goh KianHwee, David Yeow, Sin Chei Liang, Arnold Tan,Christina Ng, Evelyn Wee, and Lim Wee Han arejust some of the lawyers who continue to receiveaccolades as being amongst the best in mergersand acquisitions and general corporate law as well.Arnold is an expert particularly for funds relatedwork too.Rajesh Sreenivasan continues to lead the way on theTelco front and he is joined by recent hire and wellknown veteran Andrew Ong. Lau Kok Keng, alongwith Rajesh are also recognised for IT/IP work. | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesOn insolvency work, Rajah & Tann’s BusinessFinance & Insolvency Team, led by Lee Eng Beng,continues to be regarded as amongst the top inits league. The Group has been involved in almostevery major insolvency matter as well as shareholderand board disputes in recent years. Along with LeeEng Beng, Patrick Ang and Lionel Tay continue tobe cited as leading lawyers in this fi eld.On the projects and infrastructure front, QuentinLoh and Choy Chee Yean are regarded as leaders.Likewise, on the Property front, Gan Hiang Chye, aveteran, is a highly regarded property expert.Kala Anandarajah continues to lead as far asCorporate Governance is concerned having beendescribed as ‘highly active and very good…anacknowledged authority in the field’. She isalso constantly ranked as a leading lawyer forCompetition and Anti-trust matters.SeminarsWe continue to bring you seminars that will keepyou in tune with the latest developments in law.This year, we hosted over three dozen seminars forclients, including our much applauded LunchtimeSeminar Series. Details of our seminars areavailable at eOASIS at http://eOASIS.rajahtann.com. Additionally, all materials from the seminarsthat we present are available on-line as well at thesame url.We also provide tailored seminar programmes forclients and friends of the Firm and would be happyto discuss this with you if you are interested.Watch out also for additional specialised seminarsthat the Firm will host from time to time. We willkeep all clients posted.Concluding WordsAt the close of 2007, Rajah & Tann fi nds itself at anexciting threshold where moving into the region ina bigger way awaits. We nevertheless maintain,in our goal to fl y higher and further, our clients andfriends are always top priority, and we remain ascommitted as ever in providing them the best inlegal services.page 13 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFEATURESTo Withhold Or Not To Withhold – That Is The QuestionFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesOverviewThe obligation to withhold tax on interest wherepayable to a non-resident lender is a familiar one.Where interest is paid, there is little hardship in havingto concurrently withhold tax. The problem ariseswhen the borrower has no funds to pay the interestwhich then accrues unpaid. Here fewer people areaware of, and are therefore often caught by, theComptroller’s practice of requiring withholding tax tobe payable once interest accrues, whether or not itis paid over to the non-resident lender.This article questions the legitimacy of theComptroller’s practice on section 45(1) and (8)of the Income Tax Act (‘Act’) when applied tointer-company loans, particularly loans granted byinvestment holding companies to their subsidiariesor associates other than in the ordinary course ofbusiness.Section 45(1)The obligation to withhold tax is imposed by section45(1), which stipulates that where a person isliable to pay to another person not known to himto be resident in Singapore any interest which ischargeable to tax under the Act, the person payingthe interest shall deduct therefrom tax at a certainrate on every dollar of the interest. Accordingly, thetwo requirements for a withholding obligation arethat the payment be ‘interest’ and that it be interestthat is ‘chargeable to tax’ under the Act.Whether Interest Amounts ToIncomeSection 45(8) which is merely a defi nition sectionthen defi nes in subsection (b) when interest isdeemed to have been paid by a person to anotherperson:page 14 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bites‘(b) interest shall be deemed to have been paid bya person to another person although it is notactually paid over to the other person but isreinvested, accumulated, capitalized, carried toany reserve or credited to any account howeverdesignated, or otherwise dealt with on behalfof the other person.’The main charging section under the Act issection 10(1)(d), which provides that income taxshall be payable at a specifi ed rate for each yearof assessment upon the income of any personaccruing in or derived from Singapore or receivedin Singapore from outside Singapore in respect ofdividends, interest or discounts. If an amount doesnot amount to income of a taxpayer it is not liableto tax under the Act. This qualifi cation determineswhether the interest in any given case is subject totax under this Act and therefore collectible by wayof withholding tax. To be chargeable under the Act,an amount that is income must have accrued in orderived from Singapore or be received in Singaporefrom outside Singapore. Section 12(6) of the Actdeems to be derived from Singapore any interestwhich is borne, directly or indirectly, by a personresident in Singapore or any income derived fromloans where the funds provided by such loans arebrought into or used in Singapore.The question then arises as to whether interest inany given case amounts to ‘income’ of the taxpayer.We consider the case of a company which makesloans to its subsidiaries. As the controlling or majorshareholder, it is landed with the responsibility ofproviding funds to its subsidiaries. The cases makea clear distinction between interest outstanding inthe context of a business and interest that is owedoutside of a trading or business context.The CasesThe principle enunciated by the Privy Councildecision of St Lucia Usines and Estates Companyv Colonial Treasurer of St Lucia [1924] AC 508 wasapproved of and applied in Singapore by the Courtof Appeal in 1960 in the case of The Comptroller OfIncome Tax v A B [1960] MLJ 55 and is thereforelaw in Singapore and binding on the Comptroller.In addition, readers will note from the summaryprovided below that in the case of AB, it was theComptroller who took the benefi t of St. Lucia’scase. The Comptroller should therefore apply aconsistent position as it had itself sought to applypage 15 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesin AB’s case.In AB’s case, the shareholders of XYZ had at ageneral meeting held on 23 December 1954,passed a resolution to declare a certain dividendless income tax at 30%. Accordingly, on 31December 1954, AB’s account was credited witha dividend of S$20,000 less S$6,000 being incometax at 30%. The Comptroller of Income Tax decidedthat the dividend of S$20,000 was not part of theassessable income of the respondent for 1955.If it had been part of his assessable income, ABwould have been entitled to be credited by theComptroller of Income Tax with the sum of S$6,000which was deducted from it by the company andpaid as income tax.The Court of Appeal assessed the contentionof AB that upon the declaration of the dividendit accrued as income under section 10 of theIncome Tax Ordinance. In the case of St LuciaUsines and Estates Co Ltd v Colonial Treasurer ofSt Lucia [1924] AC 508, it was held by the JudicialCommittee that though the interest in question wasa debt accruing in 1921, it was not income arisingor accruing in 1921, and that the appellants werenot liable under the Ordinance to pay tax for thatyear. In St Lucia, the respondent contended thatthe above interest ‘accrued’ to the company in theyear 1921, because it was payable in that year andnone the less because it was not paid in that year.The Court held that the words ‘income arising oraccruing’ are not equivalent to the words ‘debtsarising or accruing’.The Court of Appeal held that it followed from StLucia that a dividend is not to be treated as incomeaccruing in the Colony merely because it hasaccrued as a dividend. The money must accrue asincome. In our view, therefore, the interest owingbut unpaid by a subsidiary to its holding companywould not be ‘income’ in the hands of a holdingcompany within the meaning of Section 10(1) readwith Sections 12(6) and Section 45(1) of the Act,until actually paid.ConclusionThis decision and subsequent cases decided inother jurisdictions have considered the issue andsupport the conclusion that a holding companywhich is not in the business of making loans andwhich makes loans to its subsidiaries earns noincome both in law and under the position of thepage 16 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesComptroller in AB’s case. No withholding tax,therefore, applies unless interest is actually paid onthose loans. Of course, the corollary applies that nodeduction can be sought by the borrower. However,this in practice is not an issue as accountingdiscipline means borrowers are less likely to forgetand claim deductions where no interest is paid, thanthey are to forget that withholding tax is regardedas payable by the Comptroller even if interest isnot paid.While the author of this article believe their statingof the position in law is correct, this position runsagainst an entrenched practice of the Comptrollerand clients are advised against taking a positioncontrary to the practice of the Comptroller withoutspecifi c legal advice and the gumption to seetheir position through to the courts. Readers mayhowever be heartened to note that in Septemberof this year, Rajah & Tann successfully obtaineda ruling from the Comptroller impliedly acceptingthis position, resulting in the non-imposition ofwithholding tax and penalties on some US$30million in interest accrued and unpaid over theyears. Although the ruling was not issued pursuantto Section 108 of the Act (having been begunprior to the introduction of Section 108) and isstated as a ‘waiver’ of withholding tax issued ona non-precedent setting basis, an admission canbe implied as there is no provision under whichthe Comptroller can ‘waive’ withholding tax that isotherwise payable except under Section 13(4) orSection 92 of the Act, neither of which were reliedupon in the ruling.For more information, contact:Christina NgPartner, Corporate & CapitalMarkets Practice GroupDID: 6232 2262christina.ng@rajahtann.compage 17 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannAll Abuzz About GamesRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesOverview2007 has proven to be an exciting year for the localgames industry. The inaugural Games ConventionAsia was held in Singapore in September 2007. TheConvention boasted a gathering of 81 exhibitorsfrom 13 countries, with the likes of Electronic Arts,Nintendo, Sony, Asiasoft and more.The Convention saw the signing of a Memorandumof Intent (‘MOI’) between the presidents of thenational game associations from ten countries inthe Asia Pacifi c region, namely Singapore, Thailand,Taiwan, Philippines, Vietnam, Australia, Japan,Korea, New Zealand and Hong Kong. The MOI willseek to promote greater understanding betweenthe various national game associations, and thegames industry in each country. It will also pave theway towards closer networking and collaborationbetween the game associations and the membercompanies they represent.The Singapore government has spared no expensein nurturing this industry. In July 2006 it announcedthat S$500 million would be allocated over thenext fi ve years to fund Singapore’s research anddevelopment activities in interactive and digitalmedia.An initiative under the government’s researchand development programme is the MediaDevelopment Authority’s collaboration with theMassachusetts Institute of Technology (‘MIT’) todevelop the Singapore-MIT International GameLab, also known as GAMBIT (gamers, aesthetics,mechanics, business, innovation and technology)game lab, based in the United States. As a resultof this partnership, students and researchers fromSingapore have been able to work alongside MITprofessors and game professionals on researchprojects. Singapore’s GAMBIT game lab isexpected to be established some time this year.page 18 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesThe global games industry is expected to grow tomore than US$55.6 billion by 2008. The Asia Pacifi conline games market, valued at US$630 millionin 2003, is expected to hit an explosive fi gure ofUS$7.5 billion in 2008.This article is the second and fi nal instalment of atwo-part series. The fi rst article, which appearedin LawLines Vol 9 Issue 3, looked at some of theissues that may affect the producer of an animatedfi lm in its exploitation of the completed animatedfi lm. In this article, we will provide a brief overviewof the computer games industry and thereafterdiscuss distribution activities relating to computergames.Types Of GamesComputer games may be categorised as:• PC games;• console games, for example games designed tofunction on the Nintendo Wii, Sony Playstationor Xbox;• arcade games;• handheld games; or• mobile games.With the ubiquitousness of internet accessibility andconnectivity, many PC games are now exploitedvia the internet such as the Massive MultiplayerOnline Games (‘MMOGs’). An MMOG is usually aPC game residing on the game publisher’s servers.Gamers access those servers to compete againstother players.Franchises are an important aspect of the gamesindustry. A franchise refers to a series of connectedgames – such as of the same principal characters orgame title, eg, the Mario Brothers game franchise.Upon the success of a released game, publishersoften leverage on its popularity by relying on it as agame franchise and creating sequels or exploitingit in different game ports or platforms.As opposed to franchises, brand new games carrywith them the risk of failure and the inability ofrecouping the development and marketing cost ofthe game. Similar to the release of a theatrical fi lm,the success of a newly released computer game isdependant on the tastes of consumers, which arepage 19 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesoften whimsical. Consequently, games publishersbalance the risk of exploiting brand new games(with the resultant risk of failure) with their library ofsuccessful game franchises.Key Participants In The GamesIndustryThe key participants in the games industry includethe following groups:• Game developers – These are companies thatconceptualise and create new computer games,and are often small independent studios.• Game publishers – These are companies thatpromote, market and publish computer gamesthat have been developed by game developers.Game publishers are typically large companies.Some publishers are themselves also gamedevelopers.• Retailers and distributors.• Console owners – These companies develop andmanufacture the game consoles on which gamesare played, eg, Microsoft and Sony.DistributionThe main markets for computer games are NorthAmerica, Europe, Japan and Korea. In Asia, PCgames played online as well as mobile games areproving to be popular. Each territory is characterisedby different tastes and culture.What this means is that a computer game may notnecessarily have universal appeal. A game that isprimarily developed for the North American marketmay succeed in Europe but may not appeal toconsumers in Asia. The reverse may apply as well.Hence, game publishers may need to customisethe game in question in order to suit the tastes ofconsumers in various territories.Sales channels also vary from territory to territory.In some territories, the popular mode of distributionmay be through CD or DVD retail channels. Inothers, it may be via the Internet. Hence, localknowledge is extremely important. This explainswhy major game publishers often have subsidiariesestablished in the foreign distribution market. Forterritories in which the game publisher may not havepage 20 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesa locally incorporated subsidiary, it may appointa local independent game publisher to sell thecomputer game in that territory in question, tappingon the local knowledge and connections of thatlocal independent game publisher.The key players in the distribution channel includethe following:• The Publisher – The publisher manufacturesindividual boxed game units for sale to retailersand manages the stock in the retail channel. Itnegotiates sale or returns with retailers as well asmarkets games to end-users and retailers.• The Distributor – The distributor ships gameunits to the retail outlets. It may also undertakemarketing of the game to retailers.• The Retailer – the retailer sells game units to endusers in its shops.Lines have blurred in the Internet age. Gamesare now being sold directly by publishers anddistributors via downloads through the Internet.Traditional retail at shops to end users neverthelessremains the most common form of distribution. Assuch, retailers carry a signifi cant level of clout innegotiating their contracts with publishers.In agreements with retailers, game units are soldtypically either on a ‘fi rm sale’ basis or a ‘sale orreturn’ basis. For the former, units of games sold toa retailer cannot be returned unless it is defective.For the latter, the retailer pays the publisher foreach unit it acquires from the publisher. Howeverfor units that the retailer is unable to sell to endusers, the publisher would need to repurchasethem from the retailer.Finding The Goose That Lays TheGolden EggThe success of a game depends on a myriadof factors – its design and game play, its genre,the reputation of the publisher, marketing andpromotional activities, consumer tastes, localknowledge and the level of piracy in the territoryin question. Probably one of the more importantfactors would be the clout of the game publisherwho has been appointed to market and publishthe game.An established game publisher would be wellpoised to leverage on its past experience andextensive distribution network and connectionspage 21 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany Lawto successfully exploit the computer gameand maximise revenues. For any new gamedeveloper looking to break into this industry,having a relationship with such a game publisheris imperative.Case BitesFor more information, contact:Legislation BitesLionel TanPartner, iTec Practice GroupDID: 6232 0752lionel.tan@rajahtann.comSteve TanSenior Associate, iTec Practice GroupDID: 6232 0786steve.tan@rajahtann.compage 22 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveCorporate Social Responsibility UnderThe New Indonesian Company LawFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesOn 16 August 2007, the Government of the Republicof Indonesia passed the new Company Law Number40 Year 2007 (‘New Company Law’) which revokedthe earlier version, Law Number 1 Year 1995. Thecriticisms and controversies surrounding the NewCompany Law which have emerged from the legalprofessionals and business entities appear to bedirected at one of the new concepts introduced,that is, the concept of corporate social responsibility/ tanggung jawab sosial dan lingkungan (‘CSR’).This article discusses the scope of the provisionson CSR in the New Company Law and suggestsways in which they might be improved.How Does The New CompanyLaw Cater To CSR?Section 1(3) of the New Company Law states thatCSR is a company’s commitment to participate ina sustainable economic development in order toimprove the quality of life and environment for thecompany, the surrounding community as well asfor society at large.Section 74 of the New Company Law containsthe provision on CSR. This section obliges everycompany involved in industries based on naturalresources to perform CSR. The costs of conductingCSR are to be treated as part of the company’sexpenses, the implementation of which should bewithin reason. The law also sanctions those whodo not perform CSR. Other details concerning CSRand the type of sanctions that will be imposed fornon compliance will be dealt with in a separateregulation that has yet to come into force.An important aspect of CSR to note is that it not onlypromotes the interests of the surrounding communityper se, but also that of stakeholders of the company,which broadly consist of, inter alia, the shareholders,creditors, directors and commissioners, employees,suppliers, distributors and customers.page 23 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesCSR addresses multiple issues, such as humanrights, employees, unfair business conduct, socialdevelopment and the environment. It can addresshuman rights violations and negative market,labour or even environmental practices whichremain unresolved in Indonesia. It is noteworthythat activities such as illegal logging in someislands of Indonesia and the ‘Lapindo Brantas mudcase’ have caused social harm to Indonesia andneighbouring countries, as well as to stakeholdersof the relevant companies.The concept of CSR was introduced in the oldversion of the Indonesian Company Law. Thoseprovisions remain in the newer version, such asprovisions on minority and creditor’s protection orconfl ict of interest.Sections 45 and 46 of the New Company Lawprovide for creditor protection. These sectionsconfer rights on creditors to object to a company’sdecision on capital reduction. Further, the Ministerwill only approve the company’s amendment toits articles of association for the purpose of thecapital reduction if a settlement has been enteredinto between the dissenting creditor and thecompany, or, if the matter goes to court, the courthas dismissed the creditor’s application.Under Sections 97(6) and 114(6) of the NewCompany Law, every minority shareholder of acompany has the right to fi le a legal action againstany director or commissioner who has beennegligent and caused loss to the company.Mandatory CSR Is Not Considered‘Business Friendly’?The introduction of CSR in the New CompanyLaw applies on a mandatory basis to companiesinvolved in industries based on natural resources.The queries that have arisen include reasons forthe mandatory nature of CSR and application ofthe regulations to certain industries only.It has been argued that CSR must be mademandatory as a voluntary system will not work,since many companies are unaware of or ignorethe existence of CSR. The view is that companieswith a good reputation will be able to generatehigher sales and profi tability, whereas those which,for instance, have abusive labour practice, willencounter moral pressure from customers thateventually leads to non-profi tability. Supporterspage 24 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany Lawof a mandatory system realise that the conceptof CSR must be strengthened to ensure the rulesare enforceable and are not merely symbolic.The government should play an important role toimplement a proper CSR, with particular attentionbeing paid to the areas of consumer protection,market manipulation, employment, corruption andgood corporate governance.Supporters of a voluntary CSR regime argue thatmandatory CSR will create a burden for investors.Some of the existing Indonesian regulations havemet with resistance from international investorspartly because of ambiguity surrounding theirapplication and these same investors are nowreluctant to welcome another similar set ofregulations which may potentially lead to increasedcosts for their businesses.How To Design A Proper CSR?The task in ensuring the success of the CSRregime does not solely lie with the government;companies should also participate in makingthis trend effective. An adequate business planthat speaks about budgets and CSR activities,for example, should be strategically planned andrepresent common interests of the stakeholders.The government must also create clear regulationsthat benefi t the stakeholders of the company.Case BitesFor more information, contact:Legislation BitesHamidul HaqPartner, Commercial LitigationPractice GroupDID: 6232 0398hamidul.haq@rajahtann.comSusan PaatSenior Legal Executive, CommercialLitigation Practice GroupDID: 6232 0375susan.paat@rajahtann.compage 25 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannCASE BITESRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesAdmiralty & ShippingWhether Claim Came Within AustralianEquivalent Of Section 3(1)(h) Of TheSingapore High Court (AdmiraltyJurisdiction) ActIn Heilbrunn v Lightwood (2007), the plaintiff hired afreight forwarder, P, to transport cargo from Londonto Australia. P entered into an agreement with thewarehouseman (‘Agreement’) that the latter shouldreceive the cargo at the warehouseman’s premises,load it into a container and transport it to Tilbury toenable P to place the container on board a ship forsea carriage to Australia. The cargo was damagedwhile being loaded into the container.The Federal Court of Australia held that thedamage to the goods came within the meaning ofthe Australian equivalent of section 3(1)(h) of theSingapore High Court (Admiralty Jurisdiction) Act),ie, it was ‘a claim arising out of an agreement thatrelates to carriage of goods by a ship’. The issueturned on whether the Agreement had a reasonablydirect connection with the activity of carriage ofgoods and thereby related to the carriage of goodsby a ship. As the Agreement was essential to theperformance of the sea carriage, it could be saidto have had a reasonably direct relationship withthe carriage of goods by the ship. The cargo hadto be loaded into the container in preparation forsea transport. This is what the warehousemanundertook to do.ConstructionContract May Permit Direct PaymentsTo Sub-Contractor Even Upon A MainContractor’s InsolvencyIn Sydenhams (Timber Engineering) Ltd v CHGHoldings Ltd (2007), the English High Courtheld that in certain contractual circumstances adeveloper remained contractually liable to makepage 26 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitespayments directly to a sub-contractor and notthrough the main contractor, regardless of the maincontractor’s insolvency.CHG (‘contracting developer’) had signed andreturned an Order for Manufacture (‘OFM’) withSydenhams (‘sub-contractor’) for the design andsupply of timber. Subsequently, CHG, Sydenhamsand the proposed main contractor, Rybarn Limited(‘Rybarn’), entered into a three-way agreementthat CHG would pay Rybarn, who would thenpass the payments on to Sydenhams. Rybarnwent into insolvency whereupon CHG refused topay Sydenhams, claiming that Sydenhams was asub-contractor of Rybarn and cited the three-wayagreement as evidence of such relationship.The Court held that the OFM continued to bea legally binding contract between CHG andSydenhams. As such, CHG was liable to paySydenhams because there was a direct contractbetween the two (the OFM) which had never beennovated from CHG to Rybarn. The insolvency ofRybarn thus had no effect on this contract.ContractsRevised Contract Posted On Website NotEnforceableIn Douglas v Talk America, Inc (2007), the USCourt of Appeals for the Ninth Circuit held that aservice provider cannot change the terms of itsservice contract with customers by merely postingthe revised contract on its website. In order forcontractual changes to be enforceable, someform of notice to and consent from the customer isrequired. The Court held that parties to a contracthave no obligation to check periodically whether theterms have been changed by the other side, andcannot unilaterally change contract terms withoutobtaining the other party’s consent. The Court, indiscussing what would qualify for consent in theonline world, suggested that consent could beinferred in some cases where notice of changesto the contract is provided to customers (via emailor regular mail) and the customer continues to usethe service after receiving notice.page 27 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesEntire Agreement Clauses Would NotPrevent Courts From Adopting A ContextualApproach In Contract InterpretationIn Lee Chee Wei v Tan Hor Peow Victor (2007), theSingapore Court of Appeal clarifi ed that though‘entire agreement’ clauses confi ned parties’ rightsand obligations to a written document, this wouldusually not prevent a court from justifi ably adoptinga contextual approach (ie recourse to the widerfactual matrix) in contract interpretation.The defendant argued that a particular condition,though not expressly set out in the agreement,was a contingent condition of the agreement. TheCourt held that to infer a contingent condition thatwas clearly inconsistent with the express termsof the contract was misguided. Though evidenceof surrounding circumstances may generallybe admissible to assist in the interpretation of acontract, such evidence will not be admissible ifthe effect contravenes the parol evidence rule asembodied in sections 93 and 94 of the EvidenceAct. The Court added that the courts will strive togive effect to the parties’ expressed intent and theirlegitimate expectations, and unless the agreementis embraced by the Unfair Contract Terms Act, itwould be possible for an ‘entire agreement’ clauseto expressly preclude any reference to the widerfactual matrix as an interpretative tool. However, theCourt also qualifi ed that entire agreement clauses willusually not prevent a court from justifi ably adopting acontextual approach in contract interpretation.CorporateWhether Directors Took ImpermissiblePreparatory Steps To Establish CompetingBusiness Before ResigningIn Shepherds Investments Ltd v Walters (2007),directors of a company, F, decided to establish theirown business using two new companies, A and P.In August 2003, the directors contacted lawyersabout the proposed new business. Subsequently,the directors resigned and a claim for damages wasfi led by F against the directors and an account ofprofi ts made by A and P. Among the grounds reliedupon by F was that the directors acted in breachof their fi duciary duties.The English High Court held that whether and theprecise point at which, preparatory steps taken bya director or an employee for the establishment ofpage 28 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesa competing business confl icted with his fi duciaryduty or obligation of fi delity depended on the actualfacts of any particular case. The Court found thatfrom the time the defendants contacted the lawyersin August 2003, they had formed the irrevocableintention to launch their own business and thus,they were obliged to disclose to the claimants theactual and threatened activity to set up a competingbusiness. From then on, there was a plain confl ictbetween their personal interest and the businessinterests of the claimants.Explanatory Materials Failed To ExplainTransaction For Which Shareholders’Approval SoughtIn ENT Pty Ltd v Sunraysia Television Ltd (2007),the Supreme Court of New South Wales had todetermine whether to grant an application for aninjunction by the plaintiff shareholder to restrain thecompany from holding a shareholders’ meeting. Themeeting was held to seek shareholders’ approvalof the sale of the shares held by the company inits subsidiary to another party. The plaintiff allegedthat the directors breached their fi duciary duty of fulland fair disclosure to their shareholders, in that thedocumentary disclosure that had been made wasinadequate to enable the shareholders to make aproperly informed judgment on the sale.The Court held that the shareholders requiredmaterial so they could assess whether the sale isat a fair price and whether the terms of the sale areonerous or disadvantageous and how and whenthe shareholders will benefi t from the proceeds ofsale, in terms of the distribution of the benefi t andtax effect of the distribution.Since the material provided by the company failedto supply basic information on these matters, theCourt concluded that there was a strong groundfor supposing that the defi ciencies would causethe shareholders to vote, or abstain from votingunder a serious misapprehension of the position.Accordingly, the Court granted the injunction.De Facto DirectorsIn Primlake Ltd v Matthews Associates (2007),the English High Court had to determine whethera person, M, was to be regarded as a de factodirector of a company, P. The allegation was thatM had requested R, a director of P, to authorisepayments by P to M. The overwhelming evidencebefore the Court was that R allowed M to performpage 29 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesall the management functions of P, except for thesigning of cheques and giving instructions to thebank, and that he took all effective decisions. Whenpayments needed to be made, R did not require Mto produce receipts or invoices. Accordingly, theCourt found that M was a de facto director, and itfollowed that he was in breach of duty by enrichinghimself at the expense of P in paying large sums tohimself which he was not entitled.Application For Unfair Prejudice PetitionSeeking Damages For Company For BreachOf Directors’ DutiesIn Gamlestaden Fastigheter AB v Baltic PartnersLtd (2007), the key issue before the Privy Councilon appeal from the Court of Appeal of Jersey waswhether a member could make an unfair prejudiceapplication for relief where the company in questionwas insolvent and would remain so regardless of theorder made on the application and where the reliefsought would accordingly confer no fi nancial benefi ton the applicant in its capacity as member. Theorder sought by the applicant was for the directorsof the company to pay damages to the company forbreach of directors’ duties. The applicant, who wasalso a creditor of the company, stood to gain as suchpayment would produce a considerable sum whichwould be available to the creditors of the company.The Privy Council allowed the application.The Court found that under the Jersey equivalentof section 216 of the Singapore Companies Act,there was nothing to suggest that a cause ofaction allegedly vested in the company could notbe prosecuted to judgment in an unfair prejudiceapplication. The Court also found it artifi cial torequire that the qualifying loss had to be a loss thatreduced the value of the applicant’s equity capital,rather than a loss which reduced the recoverabilityof its loan capital.Whether Directors Were Shadow DirectorsIn Re Mea Corp Ltd (2007), it was necessaryto establish that two individuals were shadowdirectors of three related companies in orderfor disqualifi cation orders to be grated againstthem. A claimed that he had never been formallyappointed as director of two of the companies,while B claimed that he had never been appointedas director of any of the companies.page 30 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesThe evidence was that A and B dictated companypolicy and instructed the directors of the threecompanies, who were accustomed to act uponsuch instructions. The English High Court found itparticularly signifi cant that two of the companiesadopted a policy that would result in the two payingtheir recoveries into a central treasury and furtherthat moneys would be paid out of the treasury tocompanies outside the group, in which A had asubstantial interest. Although the directors of thecompanies protested that control over paymentof creditors had been taken out of their hands,their protests were overridden by A and B and thedirectors complied with the instructions of A andB. Accordingly, they were found to be shadowdirectors of the companies.Dispute ResolutionNo Statutory Jurisdiction To Grant Stay OfCourt ProceedingsIn Albon v Naza Motor Trading Sdn Bhd (No 3)(2007) the English High Court held that it had nostatutory duty under Section 9 of the Arbitration Act1996 (the equivalent of Section 6 of the SingaporeArbitration Act) to grant the defendant company’sapplication for stay of court proceedings. Itexplained that the language of section 9 establishedtwo threshold requirements. The fi rst was that therehad been concluded an arbitration agreement, andthe second was that the issue in the proceedingswas a matter which under the arbitration agreementwas to be referred to arbitration. In the case at handthere was an unresolved issue of fact as to whetherthe arbitration agreement had been concluded dueto the alleged forgery of the subject agreement.Accordingly, there was as yet no jurisdiction underSection 9 to grant a stay. The Court then statedthat the absence of jurisdiction under Section 9 toorder a stay did not preclude the existence andexercise by the court of its inherent jurisdiction togrant a stay. The Court, however, was of the viewthat this case was not one of those exceptionalcircumstances where the exercise of its inherentjurisdiction was called for.Arbitration Award Not Procured By FraudThe English High Court in Elektrim SA v VivendiUniversal SA (2007) was confronted with the issueof whether an arbitration award was obtained byfraud due to the alleged concealment by the otherparty of a relevant memorandum at the arbitrationpage 31 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesproceedings. The Court held that it was not. Itexplained that a party alleging fraud must provethat the other party deliberately concealed thesubject document with the intention of inducingthe tribunal and the other side into believing thatthe memorandum did not exist. The Court notedthat the document remained undiscovered duringthe arbitration proceedings because it was thenin the defendant company’s overseas offi ce andno request was made to this offi ce to producethe relevant documents. Moreover, the fi les of thecustodian of the document at that time had allbeen seized. It was also stressed that the requestfor documents in the arbitration proceedings wascouched in general terms. There was nothingspecific in the request that might have joltedthe custodian’s memory specifi cally about anymemorandum he might have written concerningthe dispute of the parties.Serious Irregularity In ArbitrationIn JD Wetherspoon v Jay Mar Estates (2007), atenant of a certain property, J, applied for an orderremitting an arbitrator’s award for reconsiderationon the grounds that there has been seriousirregularity causing J substantial injustice. Theaward contained a valuation the property basedon the arbitrator’s own experience as a propertyvaluer. This value was disputed by J and theproperty owner JM.The English High Court dismissed the application.Quoting an earlier decision, the Court held thatchallenging an award for serious irregularity wasa ‘longstop only available in extreme cases wherethe tribunal has gone so wrong in its conduct ofthe arbitration that justice calls out for it to becorrected’. The arbitrator was entitled to use hisexperience provided the experience was of akind and range of knowledge which one wouldreasonably expect the arbitrator to have andprovided the arbitrator used it to evaluate theevidence and not to introduce new and differentevidence, as in this case. Taking into account thefacts and circumstances of the case, the Courtconcluded that there was no serious irregularity inthe arbitration proceedings below.page 32 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesFresh Evidence Admissible Even ThoughLadd v Mashall Conditions Not StrictlySatisfiedIn Su Sh-Hsyu v Wee Yue Chew (2007), theSingapore Court of Appeal held that the conditionsset out in Ladd v Marshall authorising the courtto receive fresh evidence on appeal must not berigidly applied. The three conditions are as follows:(i) the evidence could not have been obtainedwith reasonable diligence for use in the trial; (ii)the evidence must be such that, if given, wouldprobably have an important infl uence on the resultof the case, though it need not be decisive; and(iii) the evidence must be such as is presumably tobe believed or apparently credible.It said that that where fresh evidence uncoveredthe fraud of the other party, and such fraud struckat the very root of the litigation, the court wouldbe prepared to exercise measured fl exibility inapplying the fi rst Ladd condition. This fl exibility maybe exercised provided the second and third Laddconditions were cumulatively satisfi ed. In the caseat hand, the Court found that the subject fraudstruck at the very root of the litigation, and that thesecond and third conditions were satisfi ed. Theends of justice would be better served if the freshevidence would be admitted in evidence.Letter Of Request For Examination OfWitnesses In Foreign JurisdictionIn Credit Suisse v Lim Soon Fang Bryan (2007),the Assistant Registrar allowed the application ofa bank for a letter of request to be issued to theTaiwanese judicial authorities for the evidence oftwo witnesses to be taken in Taiwan. The matterwent on appeal to the Singapore High Court, wherethe Court stressed that it was satisfi ed that the bankwould not be able to procure the attendance of theproposed witnesses within Singapore. Moreover,the Court noted that the Bank ran a real risk thatit would not be able to call the relevant evidence ifthe order was not made. The Court then explainedthat it was premature for the appellant to object tothe admissibility of the deposition when the bankhad not decided yet whether to make use of thedeposition at the trial. It said that the proper timeto deal with the admissibility of the depositionwas after notice was given under order 38, rule9(2) of the Rules of Court to use the depositionat the trial.page 33 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesappointment would likely provide a better outcomefor the creditors of V than a situation where therewere separate administrators who would deal withthe companies.Application For Discharge From BankruptcyIn Jeyaretnam v Krishnan (2007), J sought adischarge of his bankruptcy under section 124(1)of the Bankruptcy Act (‘Act’). The SingaporeCourt of Appeal stated that in an application fordischarge from bankruptcy, the court may order anunconditional discharge, a conditional discharge,or it may simply refuse to discharge the bankrupt.It stressed that the Act itself did not provide for thefactors that a court may take into account whendeciding whether to discharge a bankrupt. Thereare, however, common-sense factors that may betaken into consideration in deciding whether togrant an application for discharge from bankruptcy,namely, (i) the interests of the bankrupt and thecreditors; (ii) the public interest and commercialmorality; (iii) the bankrupt’s conduct prior toand during his bankruptcy; (iv) the cause of thebankrupt’s insolvency and his culpability in incurringhis debts; and (iv) the bankrupt’s domestic, socialand fi nancial circumstances.The Court did not grant an unconditional dischargeto J, noting that he repeatedly raised his compositionoffers to his creditors each time he failed in hisapplication to discharge himself. This cast doubtinto J’s sincerity as to his desire to pay his debts.J was instead granted a conditional dischargegiven that he had been in bankruptcy for morethan six years.InsuranceEnglish Court Holds That Public LiabilityInsurance Does Not Cover ContractualLiabilitiesIn Tesco Stores Ltd v Constable & Others (2007),the English High Court held that a public liabilityinsurance policy was generally understood to beintended to cover tortious, rather than contractual,losses. As such, insurers would not be liable toindemnify contractual legal liabilities under such apublic liability policy.Tesco had made settlement to a railway companydue to a tunnel collapse for which Tesco boreresponsibility. The railway company madethe claim against Tesco under a contractualDeed of Covenant. Tesco subsequently soughtpage 36 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesindemnifi cation of this settlement from its insurersunder the public liability provision of its insurancepolicy, which provided that the insurers will beliable at law for damages in respect of obstruction,loss of amenities, trespass, nuisance or any likecause. However, the Court held that the insurersneed not provide indemnifi cation as obstruction,loss of amenities etc are torts which require aninterest in the property affected. Since the railwaycompany, having no interest in the railway line, didnot have a claim in tort against Tesco (and was notcompensated on that basis), Tesco was not entitledto the indemnity under the public liability provisionof its insurance policy from the insurers.iTecGrant Of Royalties For CommissionedSoftwareIn Laurence Wrenn v Stephen Landamore (2007),the English High Court held that a computerprogrammer be granted royalties in systems hewas commissioned by another party to develop,even though no proper agreement regardingthe ownership of copyright in the works existedwhen the material was commissioned. This wasbecause, in the absence of an agreement, UKlaw provides that copyright rests with the author,although when material is commissioned there isan implied licence or, in some cases, an impliedtransfer of copyright to the commissioner. In thiscase, the Court ruled that there was an impliedlicence for Wrenn to use Landamore’s materialthough it stopped short of a full assignment ofcopyright to Wrenn. The Court found that it was notnecessary to imply an assignment of copyright tomake the arrangement commercially workable, butthat an exclusive licence could be implied, whichwould include access to the source code.page 37 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannLEGISLATION BITESRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesBankingCorruption, Drug Trafficking And OtherSerious Crimes (Confiscation Of Benefits)Act Comes Into ForceThe Corruption, Drug Traffi cking and Other SeriousCrimes (Confi scation of Benefi ts) (Amendment) Actcame into force on 1 November 2007. Travellerswill now be required to declare the amount ofcash and equivalents that they are bringing in andtaking out of Singapore if the value of such cashor equivalents exceeds S$30,000. Moreover, theacquisition, possession and use of property derivedfrom serious offences as prescribed in the Firstand Second Schedule of the Corruption, DrugTraffi cking and Other Serious Crimes (Confi scationof Benefi ts) Act will now be criminalised. Anotherchange relates to the maximum fi ne for individualswho fail to report suspicious transactions. Suchmaximum fi ne has been increased from the currentS$10,000 to S$20,000.A Client Update on this matter has been issued,and is available on eO@SIS.Terrorism (Suppression of Bombings) BillIntroducedOn 17 September 2007, the Terrorism (Suppressionof Bombings) Bill (‘Bill’) was introduced in Parliament.This Bill seeks to suppress terrorist bombings andto enable Singapore to ratify and give effect to theInternational Convention for the Suppression ofTerrorist Bombings (‘Convention’). The Conventionwas adopted by the General Assembly of theUnited Nations on 15 December 1997.The key features of the Bill can be broadlycategorised under the following:• terrorist bombing offences;• obligation to inform authorities;• extradition; and• extra-territoriality of the bill.page 38 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesA Client Update on this matter has been issued,and is available on eO@SIS.Consumer ProtectionPublic Consultation On The ConsumerProtection (Fair Trading) Act And SubsidiaryLegislationOn 28 September 2007, the Ministry of Trade andIndustry (‘MTI’) launched a public consultationseeking public views and feedback on amendmentsto the Consumer Protection (Fair Trading) Act(‘CPFTA’) and its subsidiary legislation, as wellas on proposed new CPFTA regulations. TheCPFTA provides the legislative framework to allowconsumers aggrieved by unfair practices to haverecourse to civil remedies before the courts.Apart from proposed amendments to the CPFTA,the Small Claims Tribunals Act and the ConsumerProtection (Fair Trading) (Cancellation of Contracts)Regulations, the public consultation also dealswith the proposed issuing of the following newregulations:• the draft Consumer Protection (Fair Trading)(Regulated Financial Products and Services)Regulations;• the draft Consumer Protection (Fair Trading)(Motor Vehicle Dealer Deposits) Regulations;and• the draft Consumer Protection (Fair Trading)(Opt-out Practices) Regulations.A Client Update on this matter has been issued,and is available on eO@SIS.Corporate & Capital MarketsMAS Issues Consultation Paper OnAmendments To SFA And FAAOn 11 October 2007, the Monetary Authority ofSingapore (‘MAS’) issued a consultation paperproposing amendments to the Securities andFutures Act (‘SFA’) and the Financial Advisers Act(‘FAA’). The amendments are aimed at enhancingthe MAS’ oversight of capital market services(‘CMS’) and financial advisers (‘FA’) licenceholders. The amendments also seek to improvethe responsiveness of the regulatory frameworkto market innovation.Since 2006, the MAS has been issuing consultationpapers proposing policy reforms and amendmentsto the SFA and FAA to achieve consistency inpage 39 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation Bitesits approach, to facilitate new business activitiesand products and to refi ne its supervisory andenforcement powers.In this latest consultation, which is the fi nal one forthis series of amendments, the changes that havebeen proposed include the following:• introducing perpetual licensing for corporateholders of licences for CMS and FA;• allowing foreign regulators to inspect CMS andFA licence holders;• extending the prohibition order regime underthe SFA;• adjustment of certain licensing exemptions; and• adjustment of the defi nitions of ‘securities’ and‘futures contract’ in the SFA and the FAA.A Client Update on this matter has been issued,and is available on eO@SIS.MAS Issues Revised GuidelinesFor REITsOn 28 September 2007, the Monetary Authorityof Singapore (‘MAS’) issued revised Property FundGuidelines (‘Guidelines’) which are contained inthe Code on Collective Investment Schemes. Thisfollows from the consultation exercise which theMAS carried out in March 2007.The changes brought about by the revisedGuidelines include:• enhancing the disclosure requirements on the useof short-term yield-enhancing arrangements;• disallowing discounts to institutional investors forsubscriptions made at the time of listing of a realestate investment trust (‘REIT’);• specifying safeguards for REITs that intend to paydividends in excess of current income;• requiring a REIT to invest at least 75% of itsassets in income-producing real estate; and• including REIT management as a regulatedactivity under the Securities and Futures Actwith ancillary amendments to the Securities andFutures (Licensing and Conduct of Business)Regulations and Securities and Futures (Financialand Margin Requirements for Holders of CapitalMarkets Services Licences) Regulations.A Client Update on this matter has been issued,and is available on eO@SIS.page 40 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesMonetary Authority Of Singapore(Amendment No 2) Bill PassedThe Monetary Authority of Singapore (AmendmentNo 2) Bill (‘Bill’) was passed on 19 September 2007.With the passage of the Bill, fi nancial institutionswhich fail to comply with the Monetary Authority ofSingapore’s directions on anti-money launderingand terrorism fi nancing will now face a maximumfi ne of S$1 million – a ten-fold hike from the currentcap of S$100,000. The Bill, read the fi rst time inParliament on 27 August 2007, was introducedto enhance Singapore’s effectiveness in fi ghtingmoney laundering and terrorist fi nancing.A Client Update on this matter has been issued,and is available on eO@SIS.EmploymentCentral Provident Fund (Amendment) ActComes Into ForceThe changes brought about by the CentralProvident Fund (Amendment) Act (‘AmendmentAct’) aim to help families to look after one anotherfi nancially by refi ning the Minimum Sum Topping-Up Scheme, facilitate the equitable distributionof matrimonial assets upon divorce and determanipulative transactions under the CentralProvident Fund Investment Scheme.The Amendment Act was passed in Parliament on27 August 2007 and the bulk of the amendmentscame into force on 1 October 2007. The keychanges brought about to the Central ProvidentFund Act (‘Act’) are:• expansion of the Central Provident Fund (‘CPF’)Minimum Sum Topping-Up Scheme;• implementation of a smoother and moreequitable distribution of CPF monies pursuantto a Court Order division of matrimonial assetsin a divorce; and• including measures to deter manipulativetransactions under the CPF InvestmentScheme.Other changes to the CPF scheme that have beenannounced by PM Lee Hsien Loong in the NationalDay Rally Speech 2007, such as increasing theinterest rates and extending the age at whichCPF contributions may be drawn down, will beimplemented through subsidiary legislation.page 41 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesA Client Update on this matter has been issued,and is available on eO@SIS.Dispute ResolutionThe Penal Code (Amendment) BillIntroduced In ParliamentThe Penal Code (Amendment) Bill (‘Bill’) was read inParliament for the fi rst time on 17 September 2007.The Bill seeks to make Singapore’s penal systemrelevant to and refl ective of, the values that theSingapore society holds today. The Bill will expandand modify existing offences, as well as introducenew offences, such as sexual acts committed againstpersons with mental disability and sexual groomingof minors. Modifi cations of existing offences includegiving an extra-territorial effect to the offence ofengaging commercial sex with a person under 18,and making the deliberate wounding of religious andracial feelings of any person an offence. In addition,the penalties will also be modifi ed to provide thecourts with greater sentencing discretion to refl ectdevelopments in crime trends.A copy of the Client Update on this matter has beenissued, and is available on eO@SIS.Health & SafetyHealth Products Act Comes Into OperationOn 1 November 2007; Regulations IssuedThe Health Products Act (‘Act’) came into operationon 1 November 2007. The Act aims to bring intoone omnibus act the regulation of medicinesand health-related products, which are currentlyseparately regulated by the Medicines Act,Poisons Act, Sale of Drugs Act and Medicines(Advertisement and Sale) Act. As it stands, the Actregulates only medical devices as defi ned in its FirstSchedule. Eventually, all types of health products forhuman use, including pharmaceuticals, traditionalmedicines and health supplements will be coveredby the Act. To implement the relevant provisionsof the Act, the Health Products (Medical Devices)Regulations (‘Regulations’) were recently issued.The Regulations set out the duties and obligationsof manufacturers, importers and wholesalers ofmedical devices.A Client Update on this matter has been issued,and is available on eO@SIS.page 42 of 44 pages | print | comments | close

LawLinesVol 9 . Issue 4 • December 2007Around Rajah & TannRound Up – 2007 InPerspectiveFeature ArticlesTo Withhold Or Not ToWithhold – That Is TheQuestionAll Abuzz About GamesCorporate SocialResponsibility UnderThe New IndonesianCompany LawCase BitesLegislation BitesProjects & InfrastructureBuilding Control (Amendment) Bill PassedThe Building Control (Amendment) Bill (‘Bill’),which was introduced in Parliament on 27 August2007, was passed on 20 September 2007. Thechanges in the Bill seek to achieve the followingobjectives:• to regulate major geotechnical works as if thesewere building works for permanent buildingsinvolving key structural elements;• to raise standards of work in the constructionindustry by licensing builders;• to ensure adequate supervision of structuralworks by requiring qualified persons andbuilders to have their own respective supervisionteams;• to ensure that a qualifi ed person who is appointedto supervise building works is independent fromthe infl uence of the developer;• to require building owners and occupiers torefrain from altering their premises so as tocease to be in compliance with certain buildingperformance requirements; and• to raise criminal penalties in order to be alignedwith the Workplace Safety and Health Act.A copy of the Client Update which highlights thekey features of the Bill has been issued, and isavailable on eO@SIS.page 43 of 44 pages | print | comments | close

PRACTICE GROUP CONTACT PARTICULARSADVOCATES & SOLICITORSCOMMISSIONERS FOR OATHS, NOTARIES PUBLICTRADE MARK & PATENT AGENTSSingapore Office: 4 Battery Road#26-01 Bank of China BuildingSingapore 049908Shanghai Office: 268 Xi Zang Road CentralUnit 2903, Raffles City Shanghai Office TowerShanghai 200001, People’s Republic of ChinaTel: (86) 21 6340 3290Fax: (86) 21 6340 3296Mobile: (86) 137 643 00 969Website: cn.rajahtann.comMain Line (65) 6535 3600After Office Hours (Urgent Matters)(65) 96 902 253 (Mobile)(65) 93 205 517 (Pager)Main Facsimile (65) 6538 8598E-maileOASIS@rajahtann.comWebsitewww.rajahtann.comeOASISeOASIS.rajahtann.comFor feedback, comments and suggestions, please e-mail us at eOASIS@rajahtann.comLAWLINES EDITORIAL BOARDKala Anandarajah 6232 1111Foo E Lin6232 1102Hazel Galimba Guiling 6232 1110Babu Ramasamy 6232 1108Tan Loo Ying 6232 1103kala.anandarajah@rajahtann.come.lin.foo@rajahtann.comhazel.guiling@rajahtann.combabu.ramasamy@rajahtann.comloo.ying.tan@rajahtann.comThe information contained in this newsletter is correct to the best of our knowledge and belief at the time of writing.The contents are intended to provide a general guide to the subject matter and should not be treated as asubstitute for specifi c professional advice for any particular course of action as the information may not necessarilysuit your specifi c business and operational requirements. It is to your advantage to seek specifi c legal advice foryour specifi c situation. In this regard, you may call the writer of the article, the lawyer you normally deal with ore-mail Rajah & Tann’s Knowledge & Risk Management Group at eOASIS@rajahtann.com.Admiralty & ShippingSteven Chong SC 6232 0302steven.chong@rajahtann.comKian Sing Toh SC 6232 0614kian.sing.toh@rajahtann.comFacsimile 6536 1335BankingSoon Choo Hock 6232 0656choo.hock.soon@rajahtann.comFacsimile 6438 0248Business Finance & InsolvencyPatrick Ang 6232 0400patrick.ang@rajahtann.comLee Eng Beng 6232 0402eng.beng.lee@rajahtann.comFacsimile 6438 4787CompetitionKala Anandarajah 6232 1111kala.anandarajah@rajahtann.comFacsimile 6557 0901Capital Markets & Corporate FinanceWong Kok Hoe 6232 0702kok.hoe.wong@rajahtann.comGoh Kian Hwee 6232 0747kian.hwee.goh@rajahtann.comSerene W Yeo 6232 0716serene.yeo@rajahtann.comFacsimile 6536 9453Commercial LitigationFrancis Xavier 6232 0551francis.xavier@rajahtann.comFacsimile 6533 0827DerivativesDavid Yeow 6232 0452david.yeow@rajahtann.comFacsimile 6438 0248iTecLau Kok Keng 6232 0765kok.keng.lau@rajahtann.comRajesh Sreenivasan 6232 0751rajesh.sreenivasan@rajahtann.comFacsimile 6438 5227International ArbitrationSteven Chong SC 6232 0302steven.chong@rajahtann.comSundaresh Menon 6232 2240sundaresh.menon@rajahtann.comQuentin Loh SC 6232 0361quentin.loh@rajahtann.comChong Yee Leong 6232 1177yee.leong.chong@rajahtann.comFacsimile 6438 1995Insurance & ReinsuranceQuentin Loh SC 6232 0361quentin.loh@rajahtann.comFacsimile 6538 8598Knowledge & Risk ManagementCorporate GovernanceKala Anandarajah 6232 1111kala.anandarajah@rajahtann.comFacsimile 6557 0901Mergers & AcquisitionsGoh Kian Hwee 6232 0747kian.hwee.goh@rajahtann.comSerene W Yeo 6232 0716serene.yeo@rajahtann.comFacsimile 6536 9453Projects & InfrastructureQuentin Loh SC 6232 0361quentin.loh@rajahtann.comChoy Chee Yean 6232 0668cychoy@rajahtann.comFacsimile 6538 8598PropertyLee Lay See 6232 0500lay.see.lee@rajahtann.comFacsimile 6533 1183Securities / StockbrokingDavid Yeow 6232 0452david.yeow@rajahtann.comAndrew Ong 6232 0600andrew.ong@rajahtann.comFacsimile 6438 0248Sports LawLau Kok Keng 6232 0765kok.keng.lau@rajahtann.comStephen Townley 6232 0755stephen.townley@rajahtann.comFacsimile 6438 5227China PracticeChia Kim Huat 6232 0464kim.huat.chia@rajahtann.comYang Lih Shyng86 21 6340 3290 (Shanghai)lih.shyng.yang@rajahtann.comFacsimileSouth Asia PracticeLeena Pinslerleena.pinsler@rajahtann.comFacsimile6720 2387 (Singapore)86 21 6340 3296 (Shanghai)6232 0455 (Singapore)6533 3701 (Singapore)