- Who is affected
- Directors and management of SGX-listed issuers, and their sponsors and advisers.
Summary
SGX RegCo and the Law Society of Singapore (“LawSoc”) have jointly issued a Best Practice Guide (the “Guide”) on 26 June 2020 to set out certain recommendations and best practices for Singapore lawyers making submissions (defined herein) to SGX RegCo on behalf of listed issuers. The Guide is made available here and will take effect immediately. The Guide sets out the expectations of Singapore lawyers in the course of regulatory submissions and seeks to ensure that his conducts fulfils the statutory, common law and ethical standards and duties expected of him. The objective of the new administrative measures in naming the law firms for corporate actions in circulars is to foster greater accountability with a sense of ownership as well as appropriately honour the Singapore Law firm. SGX RegCo has also highlighted that it would not tolerate improper conducts of Singapore lawyers such as (i) Deceiving or misleading SGX RegCo, (ii) Perpetuating a deception, and (iii) Contriving facts to assist a client. For the purpose of this Guide, “Submissions” means, inter alia, consultations on interpretations of the Listing Rules, applications for waivers, clarifications and/or submission of circulars to shareholders and similar documents to shareholders in relation to corporate actions undertaken by a listed company.
1. Administrative Measures 1. Confirmations by the listed company on legal adviser. A Submission to SGX RegCo must include a confirmation (whether in the cover letter or otherwise) from the listed company on: a. Whether the listed company has engaged any legal adviser for the corporate action and if such legal adviser has been appointed, the law firm and the partner(s)-in-charge must be named in the confirmation; and b. Whether prior to the appointment of the legal adviser for the corporate action, it had engaged any other legal adviser(s) in relation to the same or similar subject matter. 2. Legal adviser to be named in the circular. If a legal adviser has been appointed by the listed company for a corporate action and a circular is to be sent by a listed company to its shareholders in connection with such corporate action, the law firm must be named in the circular.
This update is a summary of publicly available regulatory guidance prepared by SAC Capital Private Limited for general information. It is not legal advice. Issuers should refer to the SGX Listing Rules and consult their sponsor or legal adviser.