This act sets out the general corporate legislation, including provisions that allow for compulsory acquisitions, schemes of arrangement and incorporation.

In general, parties can freely negotiate the terms and conditions of a private M&A transaction. However, they must adhere to the relevant provisions of the Companies Act, which applies to all companies incorporated, registered, or conducting business in Singapore. The Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) oversees regulation and administers the Companies Act.

• Crowdfunding: A modern method for raising seed capital, crowdfunding allows businesses to secure relatively small investments from a large number of individuals. While it may not be suitable for every company, it can be effective for certain business models and products. KGP Legal LLC can assist in structuring and legally documenting crowdfunding campaigns to ensure compliance and protect your interests.

The IRDA is comprehensive legislation that unified all personal and corporate insolvency and debt restructuring laws into one statute, effective from 30 July 2020. Its goal is to streamline the previously separate insolvency and debt restructuring procedures and enhance Singapore’s regime by introducing provisions for super-priority rescue financing and global moratoriums. Alongside the Companies Act, the IRDA protects creditors with various capital preservation rules, such as preventing undervalued sales of businesses and prohibiting unfair preference of one creditor over another during insolvency. Additionally, in the context of M&As, it includes provisions that prohibit financial assistance by a company to the buyer for purchasing its shares.

This statute sets out primary legislative provisions relating to takeover offers in Singapore, rules concerning security offers, prohibitions on insider trading, notifications regarding substantial internet acquisitions, and penalties for investor misrepresentations. Section 138 of the SFA provides for the establishment of the Securities Industry Council (“SIC”), a regulatory body that is part of the Monetary Authority of Singapore (“MAS”).

The Takeover Code delineates the principles and regulations governing the takeovers of public companies incorporated in Singapore or entities that are listed on the Singapore Exchange Securities Trading Limited (“SGX”). Entities listed on the SGX are also subject to the listing rules of the SGX.

SIC can impose sanctions for breaches of the Takeover Code, including private reprimands, public censure, or more severe actions for flagrant violations. These may include temporarily or permanently restricting the offender’s access to the securities market and/or requiring compensation for current and former holders of the offeree company’s securities.

Further, the Competition Act prohibits mergers that result in, or may be expected to result in, a substantial lessening of competition in Singapore, and is overseen and enforced by the Competition and Consumer Commission of Singapore (“CCCS”). Although notifying mergers is optional, parties involved should assess themselves against the CCCS guidelines to ascertain there might be a notable decline in competition.

If the buyer, seller, or target company is listed on the Singapore Exchange (“SGX-ST”), the SGX-ST Listing Manual rules apply to the transaction. Relevant disclosures must be made if the transaction is classified as an interested person transaction, disclosable transaction, major transaction, very substantial acquisition, or reverse takeover under these rules.