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OUR EXPERIENCE
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- Acted as Singapore counsel for Lehman Brothers and KPMG Singapore in the acquisition of Lehman Brother’s franchise in the Asia Pacific region which included the distressed sale of assets and the migration of employees (approximately 3,000 employees in multiple locations) across the Asia Pacific region under a very tight time frame following the collapse of Lehman Brothers. This deal won the IFLR Deal of the Year award as well as the ALB Insolvency & Restructuring Deal of the Year at the ALB South East Asia Law Awards 2009.
- Represented Armada Shipping Pte Ltd (“ASPL”) in one of the largest restructuring exercises in Singapore. ASPL faced financial difficulties arising from the global liquidity crunch. It was the largest insolvency to have hit the local shipping industry. It involved restructuring of debts totalling more than USD 700 million. It involved dealing with the global claims arising from the ASPL's difficulties and no efforts were spared to find a beneficial solution for all parties and ensure that ASPL sails through the present crisis.
- Advising the bondholders and their Trustee in respect of bonds issued by PetroMena ASA (bond amount approximately US$600m) and PetroProd Ltd (bond amount approximately US$335m), in ongoing disputes between the bondholders / Trustee and the bond issuers. The subject matter of the security for the bonds include oil rigs and vessels constructed in Singapore.
- Advising KPMG on receivership exercised over the charged assets of the Red Dragon Group Pte. Ltd. The debts involved were approximately US 200 million. This deal included the enforcement of security instruments over assets located in Indonesia.
- Advising on the restructuring of debts of USD 37 million owed to a consortium of both local and international banks.
- Advising KPMG on the restructuring of debts and possible liquidation of a listed company with 2 subsidiaries in Heilongjiang, People's Republic of China.
- Advising PWC on the investigations, review and audit of a listco with several mainland China subsidiaries involved in the provision of educational services - inability to reconcile figures of approximately RMB500 million, with suspected diversion of assets and funds into companies related to a board member of the company.
- Engaged to work with KPMG in their on-going investigations into the potential dissipation of assets by a listed company with subsidiaries in the region, including Malaysia, Thailand, Indonesia and China. Allegations include fictitious invoices, phantom suppliers, wrongful use of company funds for related parties' benefit without proper or any disclosure, general mismanagement and breaches of directors' duties.
- Working with Ferrier Hodgson in their liquidation work and ongoing investigations into massive fraud perpetrated by Infocomm Limited arising from misrepresentations to OCBC Ltd to procure funding for phantom construction projects in the Philippines and Indonesia involving several million US dollars. We are also applying to examine former company directors to glean more information and leads on the tracing of missing monies. Cross border tracing of directors' assets and the application to overseas jurisdictions for leave to examine directors is also being explored.
- Acting in a potential claim for misrepresentation as well as a claim for the repayment of banking facilities granted to a company, amounting to more than S$7 million. The case is potentially complicated in that the corporate debtor is involved in a shareholders' dispute with its parent company (which is a listed company) and the question is whether the assets which it has can be the subject of enforcement proceedings or whether such assets belong to the parent company and therefore ought to be distributed to the company’s creditors in priority over the Bank's claim at subsidiary level.
- Acting for UOB Ltd in a S$15 million claim against listed company EC-Asia International Limited. Several cross border issues arise, in terms of the liquidation of assets of the company as well as asset tracing. The CEO has already turned himself in for questioning with the Commercial Affairs Division and we had filed an application for the appointment of Provisional Liquidators on behalf of UOB Ltd, the largest bank creditor (supported in turn by other bank creditors, namely HSBC, Standard Chartered Bank, DBS Ltd, MayBank and International Factors Ltd). The order for Provisional Liquidators was subsequently granted by the High Court Judge.
- Representing the liquidators, KPMG, in their efforts to recover, on behalf of a consortium of both local and offshore banks, more than $40 million in missing equipment, machinery and other company assets which may have been dissipated in jurisdictions as diverse as Indonesia, Malaysia, China and Madagascar. Investigations and asset tracing arose from investigations commenced after the Kim Koon Group of Companies were wound up pursuant to petitions filed by Rajah & Tann on behalf of OCBC and UOB Ltd respectively. Other banks involved include DBS Ltd and MayBank.
- Instructed to act for EZ-Link / LTA in a multi-million dollar dispute with a number of public transport service providers involving allegations of improper use of public funds, differing interpretations and construction of contractual clauses with a potential financial exposure of several hundred million dollars for the losing party, as well as investigations into potential breaches of trust and claims on guarantees.
- Instructed to act for the liquidators of a Singapore company with associate and parent companies in the Caymans and Korea, and advising on the disposal of assets, including intellectual property rights arising from the development of cutting edge technology which could result in the replacement of television screens, with organic based high definition and low energy consuming screens. Claims of more than S$75 million were lodged thus far, with substantially more significant claims from cross border transactions expected in the pipeline.
- Advising judicial managers of ITC Global Holdings, (KPMG), a large company with substantial business interests in USA, UK, Vietnam, Costa Rica, Gautamala, Myanmar, India and Singapore. The role included representing the judicial managers in investigative work, trace assets, insurance claims, commencing litigation and adjudicating claims.
Appointed to act for PricewaterhouseCoopers in the restructuring of multi million dollar loans owed by MDR Limited (formerly ACCS Ltd) in respect of banking facilities granted by a consortium of banks.
- Appointed to act for PricewaterhouseCoopers, special advisors appointed by Court, with their investigations and to consider a potential judicial management of Zhongguo Jilong, Ltd, an investment holding company with several subsidiary companies in Shantung, China. We are also advising the special advisors on the potential sale of the company as a going concern based on its residual asset value and listing status.
- Engaged by KPMG to act in the restructuring of a listed company, involving restructuring of loans / facilities and concurrent exploration of a sale of assets or of the company as a going concern. In this regard, we have been providing advice to the Company through its special advisors on the viability of several competing proposals involving the restructuring of loan facilities as well as advising on the relative merits of several bids for all or parts of the Company's assets and operations to be hived off.
- Acting for the Dressel-WBG Crisis Centre Investor Association comprising some 7500 investors who had invested the sum of approximately US$395 million with Dressel Investment Limited through its marketing agents in Indonesia, one PT Wahana Bersama Globalindo. The monies are believed to have been spirited to various jurisdictions throughout the world, and in particular, Singapore, Hong Kong, The People's Republic of China, Canada, Mexico, the United States and BVI. M/s KPMG’s forensic team, including the KPMG Asia Pacific forensic team, has also been engaged to assist in the forensic reconstruction of evidence, documents and tracing of assets as well as recovery of monies which may have been wrongfully appropriated by WBG/Dressel.
- Acting for the bank creditors in the multi-million dollar debt restructuring of Ban Joo & Company Ltd and its subsidiaries, a public listed group in the business of textile trading with business interests in various parts of the world.
- Appointed as the Singapore counsel for Langbar International Ltd, a company listed on the Alternative Investments Market of the London Stock Exchange, in a multi-million Euro claim against one of its founders for breaches of fiduciary duty. An ex-parte freezing order was obtained against the defendants' assets in Singapore. Langbar has been suspended from trading and is currently the subject of investigations by the Serious Fraud Office and the police in London. The matter was resolved in April 2008.
- Acting for five major local and foreign banks in a debt restructuring exercise in respect of a listed company, with foreign subsidiaries. The debt restructuring exercise involves complex security documentation in the form of debentures, share charges, mortgages and an intercreditor deed. This case has significant cross-border implications, in terms of the arrangements the company and/or the banks will have with the various foreign entities involved.
- Advising PricewaterhouseCoopers in the course of the judicial management of a company manufacturing and trading in data storage media products (MJC Ltd). The company was subsequently placed in liquidation and we are acting for the liquidators in the completion of outstanding matters which arose in the course of the Judicial Management, as well as progressing with the recovery of receivables due and owing to the Company.
- Acting for and advising the minority shareholders as well as a creditor of the Metalform Group of companies in various proceedings in Singapore and Mauritius. This includes defending arbitration proceedings brought by Metalform for a claim of approximately S$30 million for breach of warranties under a sale and purchase agreement pursuant to which the business of the Metalform Group was sold for US$263 million in 2004, prosecuting a claim by the creditor for fraudulent trading against certain directors of Metalform under section 340 of the Companies Act and providing advice on the liquidation of the holding company of the Metalform Group in Mauritius and legal proceedings in Mauritius arising therefrom.
- Acting for Skandinaviska Enskilda Banken AB in their claim against Asia Pacific Breweries Singapore Pte Ltd relating to the fraud of the company's own Finance Manager, Chia Teck Leng. The bank's claim against the company is for recovery of the loans extended to the company and in the alternative, for the repayment of the funds that were transferred to the company in the course of the banking relationship.
- Acting for Skandinaviska Enskilda Banken AB in the claim made against the bank by its own customer for compensation arising from a fraudulent bank draft that the bank had previously given paid to the customer subject to final payment. The bank successfully defended the claim by the customer and was awarded costs on a full indemnity basis.
- Acting for United Overseas Bank Ltd in a claim by its former customer for wrongful payment on a series of cheques drawn on the customer's account. The matter will proceed to trial in June 2008.
- Acting for HSBC Private Bank in a claim by its former customer on a claim relating to various foreign exchange transactions entered into by the customer. The customer alleged that the bank had agreed to a collateral agreement. The bank has and will continue to defend this claim.
- Advising Deloitte & Touche Financial Advisory Services Pte Ltd, the special auditors appointed by the Singapore Exchange in the investigative audit of Automated Touchstone Machines Holdings Limited (a Singapore listed company) with substantial business and operations in China.
- Representing Singapore Telecommunications in the successful restructuring of C2C, a large Asia Pacific underwater cable company and a subsidiary of Singtel.
- Representing National Computer Systems in relation to the liquidation of several of its subsidiaries in Beijing and Shanghai in the systems business.
- Instructed to act for provisional liquidators from Deloitte & Touche appointed over two Singapore subsidiaries of Opes Prime Group Limited ("OPG"), an Australian entity engaged in the business of asset and investment portfolio management. OPG was placed under liquidation and receivership in Australia. Engaged to advise the provisional liquidators on managing the impact to the Singapore subsidiaries following the collapse of OPG in Australia including issues in connection with private investigation efforts by former clients of OPG; investigations conducted by the relevant Singapore authorities as well as with identification and disposal of assets.
Representing an offshore bank in a High Court application relating to the interpretation of a provision of the Bankruptcy Act (Section 131) which was the first time the interpretation of this provision had been called into question in Singapore.
- Acting for Oversea-Chinese Banking Corporation Limited in relation to issues which arisen in relation to its role as the Financial Adviser in a voluntary conditional cash offer by Asia Pacific Links Limited to acquire all the issued ordinary shares of Jade Technologies Holdings Ltd.
- Acting for DBS Bank Ltd in their claim against Carrier (Singapore) Pte Ltd for fraudulent and/or negligent misrepresentation in documents required to be submitted for payment pursuant to a Letter of Credit issued by the Bank. The Bank's claim against the company is for the recovery of sums paid under the Letter of Credit as a result of the misrepresentation. The Bank succeeded in their claim against the company for fraudulent misrepresentation.
- Acting for two major local banks in relation to issues which have arisen in relation to the provision of banking facilities to Frankel Motor Pte Ltd and Frankel Leasing Pte Ltd for the financing of vehicles.
- Acting in a claim against Deutsche Bank and PT Dianlia Setyamukti in relation to breach of mortgagee’s duties and the unlawful sale by Deutsche Bank to PT Dianlia Setyamukti of certain pledged shares (including shares in PT Adaro Indonesia which owns the largest coal mine in Indonesia). The claim is for the annulment of the sale and for damages of up to US$400 million.
- Acting for China Aviation Oil (Singapore) Corporation Ltd in its debt and equity restructuring exercise involving debts of almost a billion dollars, in the largest insolvency/ restructuring case since Barings Bank collapsed in 1995. This case is also significant as being the first successfully restructured PRC state-owned enterprise outside the PRC.
- Acting for the 13 bank creditors of Airocean Group Ltd, a public listed company, and its subsidiaries, in a multi-million dollar debt restructuring exercise. The Airocean Group is a logistics business which encountered financial difficulties in the wake of a widely-publicised criminal investigation involving its then CEO, who was subsequently charged with graft. A debt restructuring plan is now under discussion with the emergence of a potential investor in the Group.
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© 2010 Rajah & Tann LLP.
All rights reserved.
Rajah & Tann LLP (Registration No. T08LL0005E) is registered in Singapore under
the Limited Liability Partnerships Act (Chapter 163A) with limited liability. Rajah & Tann LLP is a
Singapore Law Firm with highly rated legal services across Asia. |
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