I OVERVIEW OF RESTRUCTURING AND INSOLVENCY ACTIVITY

2017 was a watershed year for legal developments concerning insolvency and restructuring in Singapore. The Singaporean parliament passed a landmark set of legislative amendments that introduced radical changes to the restructuring framework (the 2017 Amendments).2 Economic uncertainties and an upswing in distressed situations in certain sectors of the economy also meant that the Singaporean courts were called upon to decide novel issues of cross-border insolvency.3 Many of these developments can be attributed to the demands of an increasingly global and interconnected Singaporean economy. With cross-border trade the norm, complex cross-jurisdictional issues in restructuring and insolvency have come to the fore.4

While the legislative changes had their origins in Singapore's endeavour to be an ‘international centre for debt restructuring', there were also wider social and economic concerns at play. With global corporate defaults reaching highs not seen since the 2008 financial crisis,5 the slowing trend of global trade, lacklustre consumer and business sentiment and persistently low oil prices dominated financial headlines in Singapore in 2016 and 2017.6 In 2016, approximately 280 corporate winding-up petitions were filed - the highest levels since the Singaporean economic recession, which lasted from 2001 to 2003.7 The struggling offshore and marine industry, which saw a number of prominent players fall prey to difficult economic circumstances, employs some 88,000 people in Singapore alone.8 Thus, it was recognised that part of the impetus to the sweeping amendments was to provide viable restructuring alternatives to liquidation so as to rehabilitate ailing businesses.9

II GENERAL INTRODUCTION TO THE RESTRUCTURING AND INSOLVENCY LEGAL FRAMEWORK

i Restructuring and insolvency legal framework

The main sources of legislation in Singapore governing corporate restructuring and insolvency are the Companies Act, with certain provisions in the Bankruptcy Act imported into the Companies Act with necessary modifications. Both Acts are supplemented by various subsidiary legislation.10 Under the framework, there are three broad areas of court-supervised insolvency and restructuring procedures for companies: schemes of arrangement, judicial management and liquidation.

Schemes of arrangement

Part VII of the Companies Act sets out the statutory framework for schemes of arrangement. A scheme of arrangement is a statutory mechanism for securing agreement between a company and its creditors, members or shareholders in respect of a compromise or arrangement without the need for unanimous consent. Thus, under the scheme, creditors may, for example, agree to rearrange or extinguish debts owed by the company to them in part or in whole, or to defer repayment of the same. Recent amendments to the Companies Act have sought to address potential shortcomings in the scheme of arrangement process,11 and these are discussed further in Section III, infra.

Judicial management

Part VIIIA of the Companies Act sets the statutory framework for judicial management. Judicial management may be utilised either as a tool for corporate rescue or to carry out a more advantageous realisation of a company's assets than would be possible in a winding up. As regards the former, it has been observed that the rehabilitative value of judicial management has been hampered by perceived weaknesses in the statutory regime, arguably contributing to a historically low success rate.12 Recent amendments to the Companies Act have been introduced to address these potential shortcomings, and these are discussed further in Section III, infra.

Liquidation

Under the Companies Act, a company may be wound up compulsorily by the court or voluntarily.13 In a compulsory liquidation, parties with standing under the Companies Act, including creditors of a company,14 may apply to court for an order that a company be wound up. The Companies Act provides a list of grounds upon which the court may make an order to wind up a company,15 chief of which is that the company is ‘unable to pay its debts'.16 A statutory presumption that the company is unable to pay its debts arises in two circumstances. First, and most commonly relied on, if a statutory demand for a sum exceeding S$10,000 has been duly issued to the company and the company for three weeks thereafter neglects to pay the sum or to secure or compound for it to the creditor's reasonable satisfaction, the company is deemed to be unable to pay its debts.17 Second, if an execution or other process issued on a judgment of any court against the company is returned unsatisfied in whole or in part, the company is also deemed to be unable to pay its debts.18

Where the creditor does not rely on either of these statutory presumptions, the creditor must prove to the satisfaction of the court that the company is unable to pay its debts (including contingent and prospective debts, if any).19 In this regard, the courts have eschewed any single test for insolvency, preferring instead to have regard to all evidence which may appear relevant to the question of insolvency.20 That being said, in general, there are two tests that courts typically deploy - namely, whether the company is ‘cash-flow insolvent' (i.e., unable to pay its debts as they fall due) and ‘balance-sheet insolvent' (i.e., the company's liabilities, including contingent and prospective liabilities, exceed its assets).

In a voluntary liquidation, the court need not get involved. There are two types of voluntary liquidation - a creditors' voluntary liquidation (CVL) and a members' voluntary liquidation (MVL). As a matter of procedure, both CVL and MVL are commenced by the company resolving by special resolution (i.e., by a majority of not less than three-quarters) that it be wound up voluntarily.21 If the company's directors are able to make a declaration that the company will be able to pay its debts in full within a period not exceeding 12 months after the commencement of winding up, the liquidation begins as an MVL.22 In practice, therefore, in the context of corporate insolvency where the company is unable to pay its debts, it is likely to be wound up by CVL. An MVL may be converted into a CVL at any time if the liquidator appointed forms the view that the company will not be able to pay or provide for the payment of its debts within the period stated in the aforesaid declaration.23

A key difference between an MVL and CVL is that in a CVL, the company must convene a meeting of creditors,24 where the creditors will be able to nominate a liquidator that will prevail over the company's nomination.25

ii Statutory avoidance provisions and clawback

This section discusses a number of recent, non-exhaustive examples of clawback actions.

Any disposal of the company's property made after the commencement of winding up is void.26 However, it is possible to apply to court to prospectively or retrospectively validate such disposal. In Centaurea International Pte Ltd (in liquidation) v. Citus Trading Pte Ltd [2016] SGHC 264 the court confirmed that it was empowered to make a prospective validation order, or a retrospective validation order where the applicant party is unaware of the winding-up proceedings.

Additionally, certain transactions entered into by the company prior to the commencement of liquidation may be void or voidable. An ‘unfair preference', which is a transaction that has the effect of putting a creditor in a better position than the creditor would otherwise have been in the event of the company's insolvency had the preference not been given, may be set aside if the transaction was entered into in the six months preceding the commencement of winding up.27 Where the person preferred is a ‘person connected with the company' (including directors of the company), this period is two years. An unfair preference must have been made with the intention to prefer - an intention that is presumed if the transaction is entered into with a person connected with the company. The Singapore courts recently accepted the ‘running account' principle as a defence of the intention to prefer, whereby a continuing relationship of debtor and creditor may be sufficient to show that the transaction was entered into by reference to proper commercial considerations (provided that the impugned transaction has been entered into with the intention of obtaining new value to keep the business going).28

An ‘undervalue transaction', including transactions that were entered into for no consideration, or for a value of which (in money or money's worth) is significantly less than the value (in money or money's worth) of the consideration provided, may be set aside if entered into within the five years preceding the commencement of winding up.29 However, the transaction will not be set aside if it is proven that the transaction was entered into in good faith for the purpose of carrying on the company's business, and there were reasonable grounds for believing that the transaction would benefit the company.30

A floating charge entered into within six months from the commencement of the winding up is valid to the extent of any cash paid to the company in consideration for the charge, unless it is proven that the company was solvent immediately after the creation of the charge.31

In respect of the potential remedies that a Singaporean court may order, it has been recently affirmed that a Singaporean court has powers to order a partial reversal of transactions in appropriate cases if ‘justice so requires', for example, where the parties' claims are uncontroversial, or there is an agreement between the creditors and the liquidator.32 This is to avoid a situation in which related companies repaid the monies to the company, only to have a substantial portion of those monies repaid to themselves as unsecured creditors of the company.

The above applies similarly in judicial management, with the necessary modifications.33

iii The position of secured creditors

When entering into a loan transaction with a company which is insolvent or near insolvency, secured creditors should be mindful of the statutory avoidance provisions discussed in Section II(ii), supra.

Further, any creditor intending to secure the debt with a floating charge should take care to ensure the floating charge is registered within 30 days, failing which the floating charge is void as against a liquidator.34

As to the enforcement of security, in a winding up, the court may make an order to stay or restrain further proceedings against the company at any time after the making of a winding-up application.35 Further, upon the winding-up order being made, no action or proceeding shall be commenced without the leave of court.36

As to the ranking of creditors in distribution, a creditor with a registered floating charge is subordinated to a creditor with a fixed charge and certain statutory preferential debts, but ranks ahead of unsecured creditors.37

The Singaporean courts have also recently clarified that, in an insolvency situation, where goods in which one secured party has a perfected security interest have been commingled with goods in which another party has a perfected security interest, each party is entitled to the proportion of the product that the value of that secured party's collateral bore to the sum of the value of both parties' collateral at the time of the commingling.38

iv Directors' duties in insolvency

A director is under a duty to act honestly and use reasonable diligence, as statutorily provided for in the Companies Act,39 which mirrors fiduciary duties imposed on directors by common law.

It has been recognised for some time under Singaporean law that where the company is insolvent or near insolvency, directors must additionally take into account the interests of the company's creditors to ensure the company's assets are not dissipated.40 As to what constitutes ‘nearing insolvency', the courts have steered clear of applying any bright-line test, preferring instead a broad approach - as long as there are reasons to be concerned that the creditors' interests are or will be at risk, directors ought to have due regard to their interests.41

In addition to the above, personal and criminal liability may potentially be imposed on directors under the Companies Act. A director who is knowingly a party to the company contracting a debt of which there was no reasonable or probable ground of expectation that the company would be able to pay off could face civil and criminal liability for insolvent trading.42 Additionally, if the business is found to have been carried on with the intent to defraud the company's creditors, the director could face civil and criminal liability for fraudulent trading.43

Further, while the statutory avoidance provisions discussed in Section II(ii), supra, are not per se expressed to impose duties on directors, the court has recently confirmed that a director would likely be liable for a breach of fiduciary duties where there has been an adverse finding under the statutory avoidance.44 Further, the court has confirmed that the mere fact that the relevant time limit for the statutory avoidance provision has passed will not preclude liability for breach of common law fiduciary duties.45

iii RECENT LEGAL DEVELOPMENTS

i Amendments to the Companies Act

As mentioned earlier, the 2017 Amendments saw significant changes to Singapore's restructuring and insolvency legal framework with the introduction of amendments to the Companies Act through the Companies (Amendment) Bill 2017 (the Bill), followed by the insolvency-related amendments coming into effect on 23 May 2017 (the Amended Companies Act). These amendments, part of Singapore's concerted push to be an international centre for debt restructuring, trace their origins to recommendations proposed by the Insolvency Law Review Committee (ILRC) formed in 2010 by the Ministry of Law to review Singapore's corporate insolvency laws.

Schemes of arrangement

One of the key amendments supplementing the scheme of arrangement framework is the enhanced moratorium, previously recognised by the ILRC as a key shortcoming of the previous regime for schemes of arrangement.46 There are four broad enhancements: first, an interim 30-day moratorium now arises automatically upon a company making an application for a moratorium.47 Next, the moratorium now covers a wider scope, including restraining secured creditors from enforcing their security.48 Third, the court may now order for a moratorium to have in personam worldwide effect.49 Lastly, an application may be made to extend the moratorium to the company's related companies.50

Next, in view of concerns that a minority dissenting class of creditors can stymie an otherwise viable scheme of arrangement,51 the 2017 Amendments provide for cross-class cramdowns, provided that the scheme does not discriminate unfairly between the classes of creditors and is fair and equitable (provided that the requisite majority is attained in respect of all the creditors as a whole).52

Third, in recognition of the potential for significant time and costs savings, the court may now approve a pre-packaged scheme where it is satisfied that the requisite majority of creditors would have approved the scheme.53 Thus, the process for scheme of arrangement may be fast-tracked.

Fourth, in a bid to facilitate the possibility of ailing companies obtaining fresh financing, the 2017 Amendments empower the court to confer various levels of ‘super priority' for rescue financing in certain circumstances.54 ‘Rescue financing' is statutorily defined to mean financing which is necessary either for the survival of the company as a going concern, or to achieve a more advantageous realisation of the company's assets than in a winding up.55

Judicial management

The 2017 Amendments relating to ‘super priority' in rescue financing in schemes of arrangements are mirrored in the judicial management regime. Further, in an effort to address observations that judicial management has historically been invoked at too late a stage for the intervention to result in successful rehabilitation of the company,56 the threshold for a judicial management application to be made has been lowered from a company being ‘unable to pay its debts' to being ‘likely to become unable to pay its debts'. More significantly, the amendments now allow foreign companies to avail themselves of the judicial management regime.

Cross-border insolvency

Prior to the 2017 Amendments, cross-border insolvency was principally governed by Sections 351 and 377 of the Companies Act and the common law.57 The former gave Singaporean courts the power to wind up an ‘unregistered company' (including a foreign company). The latter provided, inter alia, for liquidators appointed in a foreign company's place of incorporation or origin to have the same powers and functions as a liquidator for Singapore. Following the 2017 Amendments, the UNCITRAL Model Law on Cross-Border Insolvency (the Model Law) has now been adopted in Singapore with certain modifications, and for the first time, Singapore has a clear legislative framework under which courts may recognise and assist any foreign restructuring or insolvency proceedings.

Additionally, the 2017 Amendments abolish the ring-fencing rule that previously required a Singaporean liquidator appointed over a foreign company to pay net amounts recovered in the liquidation process to the foreign liquidator appointed in the company's place of incorporation only after paying debts and satisfying any liabilities incurred in Singapore.58 Under the revised law, the ring-fencing rule applies only to ‘relevant companies', defined to include, inter alia, banks, finance companies and insurers that are licensed.59

The above amendments are subject to statutorily provided carve-outs. Thus, certain classes of companies, for example, financial institutions, are excluded from the scheme of arrangement, judicial management and Model Law provisions. Further, certain prescribed arrangements, including set-off or netting arrangements, are excluded from the newly minted provisions on moratoriums.

ii Case law
Universalist trends in cross-border insolvency cases in line with the 2017 Amendments

Even before the 2017 Amendments took effect, judicial decisions in Singapore in recent insolvency and restructuring matters had already begun to demonstrate a steady, but unmistakeable, trajectory away from traditional notions of territoriality in favour of a more universalist approach.

The case of Beluga Chartering GmbH v. Beluga Projects (Singapore) Pte Ltd [2014] 2 SLR 815, opened the doors for Singapore courts to recognise and render assistance to foreign insolvency proceedings. In Re Opti-Medix Ltd (in liquidation) [2016] 4 SLR 312 (Re Opti-Medix), bankruptcy trustees appointed in Japan over a company incorporated in the British Virgin Isles sought recognition of their appointment in Singapore. The court observed that a universalist approach (in which the court in one jurisdiction leads the administration of liquidation, with the other courts rendering assistance) was the most ‘conducive to the orderly conduct of business and resolution of business failures across jurisdictions'.60 The court rejected the notion that it should be constrained from developing the common law,61 and went on to accept that the ‘centre of main interests' (COMI) test was a basis for recognising foreign insolvency proceedings at common law. Thus, the COMI test was, even before the Model Law took legislative effect (through the 2017 Amendments) in Singapore, already a part of Singapore law.

Re Opti-Medix was followed by Re Taisoo Suk (as foreign representative of Hanjin Shipping Co Ltd) [2016] 5 SLR 787, where Hanjin Shipping Co Ltd, sought recognition of rehabilitation proceedings that had been commenced in the Republic of Korea and a moratorium over proceedings against it in Singapore. The court similarly observed that the benefits of a universalist approach was ‘to the ultimate overall benefit of all creditors', thus avoiding a ‘free for all' that would result from disparate proceedings.62 The court, therefore, ordered that the Korean proceedings be recognised, and ordered a moratorium over proceedings against the company in Singapore - a first instance of a Singaporean court invoking its inherent power to provide assistance in a cross-border restructuring.

In Re Gulf Pacific Shipping Ltd (in creditors' voluntary liquidation) [2016] SGHC 287, foreign liquidators appointed in Hong Kong sought recognition of their office in Singapore. The court declined to follow the English position that no assistance may be provided to a foreign voluntary liquidation,63 and instead found that it had the power to recognise voluntary liquidation. In doing so, the court reiterated that ‘the foundational doctrine in the recognition of foreign insolvency proceedings is the promotion and facilitation of the orderly distribution of assets'.64

In Pacific Andes Resources Development Ltd [2016] SGHC 210 (Pacific Andes), the court accepted that it could exercise jurisdiction to restructure foreign loans, provided that sufficient nexus to assets within jurisdiction had been shown.65 Thus, a Singaporean court would be able to restructure loans extended or debts incurred offshore, and exercise in personam jurisdiction to restrain lenders or creditors for proceedings that are within the court's jurisdiction. In effect, the court rejected the traditional common law rule that a discharge of debt is not effective unless in accordance with the law governing the debt.66 The court observed that this reformulation of the rule was an ‘important and timely step in the global insolvency landscape', which would otherwise impede ‘good forum shopping'.67

Prior to the enactment of the Model Law, however, the ability of Singapore courts to recognise foreign restructuring and insolvency proceedings and render assistance thereto was arguably limited by the lack of clear legislation. In Pacific Andes, the applicant companies had applied for a scheme of arrangement in Singapore and sought, inter alia, orders for a worldwide moratorium over proceedings commenced against them. With its powers circumscribed by the express words of statute, the court found that schemes of arrangement were inherently territorial in nature, and as a necessary implication, so were the moratoriums granted in conjunction with the scheme of arrangement.68 Therefore, the court held that it had no power to restrain foreign proceedings, or even to restrain creditors within its jurisdiction from commencing proceedings outside Singapore.69 Further, the court declined to exercise its inherent power to order an extra-territorial moratorium be put in place as this would be contrary to the principles of international comity.70

The effect of the holding in Pacific Andes was that companies would, as a necessary step to facilitating effective restructuring, have to apply for recognition proceedings or commence parallel proceedings in a number of overseas jurisdictions to secure the necessary court protections. Illustrating the potentially unwieldy nature of such a process, three days after the release of the decision in Pacific Andes, the company announced that it was abandoning the Singaporean scheme in favour of US Chapter 11 proceedings, in order to seek the necessary protection for its assets.

With the coming into effect of the 2017 Amendments, the promise is that a situation like that in Pacific Andes might now be resolved differently. In particular, the 2017 Amendments now allow the court to order that a scheme moratorium have extraterritorial (albeit in personam) effect.71 It can, therefore, can be seen that the 2017 Amendments (many of which were modelled after their US Chapter 11 counterparts) seek to position Singapore on a par with other international centres for debt restructuring.

Other significant developments in case law

Classification of scheme creditors

Apart from cross-border issues, one significant development had to do with classification of creditors in schemes of arrangement. In Re Conchubar Aromatics Ltd [2017] 3 SLR 748 (Re Conchubar), the court expanded on the principles previously articulated in the landmark case of The Royal Bank of Scotland NV v. TT International Ltd [2012] 2 SLR 213. In the latter, the court had found that certain votes of creditors in a scheme of arrangement should be discounted. The court in Re Conchubar reaffirmed that the votes of related party creditors should be discounted in light of their ‘special interests', though the court declined to define what ‘special interests' entailed, going only so far as to say that it was ‘not a term of art and neither should it be construed narrowly'.72 As far as the court was concerned, the term was deemed sufficiently wide to include where the debtor and creditor shared a common sole shareholder and common director, and had acted as a single entity on some occasions, and also where the creditor had entered into a convertible loan agreement with the debtor under which the debt could be converted into shares constituting 99.82 per cent of the debtor's share capital.73

In Re Conchubar, the court also rejected the suggestion that a scheme proposal providing for contingencies or conditions would automatically render the scheme so uncertain that it should not be approved. Thus, provided the scheme sets out clearly what kind of results would follow on the occurrence of clearly defined events, the court held that there was no reason for it to refuse the scheme.74

Scheme moratoriums

In relation to the scheme moratorium, the court in Pacific Andes considered the principles relating to the required standard when applying for a moratorium pursuant to Section 210(10) of the Companies Act before the application under Section 210(1) for a scheme of arrangement had been filed. It clarified that the particulars required to be provided in the former could be less detailed than that which would be required in the latter, provided that any lack of particulars was ‘explained away by cogent, credible and reasonable reasons'.75 Further, the fact that it would be unlikely that the scheme proposal presented for the purposes of the application for a scheme moratorium would attain the requisite majority approval was irrelevant - the court categorically rejected an approach that would amount to taking ‘straw poll' at this preliminary stage.76 Recognising that it was liberalising the requirements for the grant of a moratorium, the court opined that such an approach was not justifiable merely on principle, but also ‘warranted in present day circumstances'.77

Separately, in BDG v. BDH [2016] 5 SLR 977, the court clarified that in granting a stay of winding-up proceedings in favour of arbitration, the threshold was lower than usual - instead of showing a ‘triable issue', it would be sufficient that the party seeking a stay show a ‘prima facie dispute'.78

Test of insolvency

The courts also fine-tuned the approach pertaining to when financial support (from related parties or otherwise), which features in many an insolvency case, may negate a finding that the company was insolvent. Thus, in Living the Link, the court declined to rely on past financial support extended by associate companies to the company to prove it was not insolvent, given that there was no obligation to provide such support.79 In CCM Industrial Pte Ltd (in liquidation) v. Chan Pui Yee [2016] SGHC 231, the court reiterated that financial support was ‘meaningless' unless it was accompanied by an obligation to provide the support. Further, the court observed obiter that the effect of the financial support would depend on whether the support was given by way of equity injection. On a related note, the court in Parakou Shipping Pte Ltd (in liquidation) v. Liu Cheng Chan [2017] SGHC 15 (Parakou) acknowledged that while letters of support are relevant, the weight to be given to them would depend on the likelihood that they would be honoured. It would be an ‘exceptional case' that a company that would, otherwise, have been cash-flow insolvent should be found to be cash-flow solvent merely on the basis of non-binding letters of support.80

Removal of liquidators

Finally, in Petroships Investment Pte Ltd v. Wealthplus Pte Ltd (in members' voluntary liquidation) [2017] SGHC 122 (Petroships),the court considered how the legal test for the removal of liquidators in a solvent liquidation may differ from that in an insolvent liquidation. Thus, in a solvent liquidation, the court will ordinarily take into account the views of the members, and not the views of the creditors.81 Additionally, the majority's view on any necessity for investigation is the starting point for the liquidator (though it is not the ending point).82 The court further observed (albeit obiter) that where a contributory applies to wind up a solvent company, it must meet a higher standard of proof and show that it has a ‘very strong case' to succeed in winding up the company. Such ‘strong case' would include suspicious circumstances or fraud.83

iv SIGNIFICANT TRANSACTIONS, KEY DEVELOPMENTS AND MOST ACTIVE INDUSTRIES

The beleaguered offshore and marine and oil and gas industries have been in the spotlight, with several high-profile casualties. On 27 July 2016, Swiber Holdings Limited (Swiber), a listed offshore services firm, filed for liquidation. Two days later, Swiber applied to court for judicial management instead. Technics Oil & Gas, an oil and gas services firm, was placed into judicial management on 25 July 2016. Swissco Holdings Limited, a listed marine firm, was placed into judicial management on 21 April 2017. As at the time of writing, these three companies are still in judicial management. Singapore-listed offshore service provider Ezra Holdings Limited (Ezra) also filed for Chapter 11 protection in the US in March 2017.84

There is significant public interest in the outcome of the restructuring of the above companies, given the reported exposure of local banks to this sector.

v INTERNATIONAL

As discussed above at Section III(i), Singapore has recently adopted the Model Law.

In addition, the Guidelines for Communication and Cooperation between Courts in Cross-Border Insolvency Matters (the Guidelines), first proposed at the inaugural Judicial Insolvency Network (JIN) in October 2016, were adopted by Delaware and Singapore courts on 1 February 2017. The Guidelines, intended to ‘improve in the interests of all stakeholders the efficiency and effectiveness of cross-border proceedings',85 mark the first time that a formal framework has been adopted and implemented by courts in coordination and cooperation in relation to cross-border insolvency. Thus, for example, the Guidelines provide for communications between courts to take place via telephone or video conference call or any other electronic means.86 As at the date of writing, jurisdictions that have implemented the Guidelines include England and Wales, the Southern District of New York, Delaware, the British Virgin Islands, Bermuda and Singapore.

vi FUTURE DEVELOPMENTS

The 2017 Amendments are in line with Singapore's stated efforts to position itself as an international debt restructuring hub. The government's efforts in this area have received some recognition to date, with Singapore being named ‘most improved jurisdiction' by Global Restructuring Review in June 2017.87 The universalist trend that has been observed in leading Singaporean court decisions in cross-border matters is expected to continue, even as court-led initiatives such as the JIN further enhance the potential for cross-border cooperation in insolvency matters.

1 Kenneth Lim Tao Chung is a partner at Allen & Gledhill LLP.

2 See further at Section III(i), infra.

3 See further at Section III(ii), infra.

4 Report of the Committee to Strengthen Singapore as an International Centre for Debt Restructuring (Debt Restructuring Committee Report) at p.6.

5 Debt Restructuring Committee Report at [2.1]; The Straits Times, ‘Singapore lawyers warn of 1998-like pain as debt defaults spread' (23 February 2016), www.straitstimes.com/business/economy/singapore-lawyers-warn-of-1998-like-pain-as-debt-defaults-spread (accessed on 23 June 2017).

6 See, e.g., The Straits Times, Economists see a slow 2017, with some bright spots (16 January 2017)
www.straitstimes.com/business/economy/economists-see-a-slow-2017-with-some-bright-spots (accessed 23 June 2017) and Reuters, ‘Singapore Inc faces $12 billion debt scramble' (30 October 2016) www.reuters.com/article/us-singapore-economy-debt-idUSKBN12U0ZF (accessed on 23 June 2017).

7 Singapore Ministry of Law, Statistics (25 March 2017) www.mlaw.gov.sg/content/io/en/corporate-insolvency/statistics.html (assessed on 19 June 2017).

8 The Straits Times, ‘Singapore feels aftershock of Swiber's fall' (17 August 2016) www.straitstimes.com/business/economy/singapore-feels-aftershock-of-swibers-fall (accessed on 23 June 2017).

9 Debt Restructuring Committee Report at [3.1].

10 For example, the Companies (Winding-Up) Rules (Cap 50, Rg 1, 2006 Rev Ed).

11 Final Report of the Insolvency Law Review Committee (ILRC Report) at p.135.

12 ILRC Report at pp. 82-84.

13 Section 247 of the Companies Act.

14 Section 253 of the Companies Act.

15 See Section 254 of the Companies Act for the full list.

16 Section 254(1)(e) of the Companies Act.

17 Section 254(2)(a) of the Companies Act.

18 Section 254(2)(b) of the Companies Act.

19 Section 254(2)(c) of the Companies Act.

20 Chip Thye Enterprises Pte Ltd (in liquidation) v. Phay Gi Mo [2004] 1 SLR(R) 434 at [20].

21 Section 290(1)(b) of the Companies Act.

22 Section 298 of the Companies Act.

23 Section 295 of the Companies Act.

24 Section 296 of the Companies Act.

25 Section 297(1) of the Companies Act.

26 Section 259 of the Companies Act.

27 Section 329 of the Companies Act, read with Section 99 of the Bankruptcy Act.

28 Living the Link Pte Ltd (in creditors' voluntary liquidation) v. Tan Lay Tin Tina [2016] 3 SLR 621 (Living the Link) at [48].

29 Section 329 of the Companies Act read with Section 98 of the Bankruptcy Act.

30 Companies (Application of Bankruptcy Act Provisions) Regulations, r 6.

31 Section 330 of the Companies Act.

32 Living the Link at [76].

33 Sections 227X(b) and 227T(1) of the Companies Act.

34 Section 131(3)(g) of the Companies Act.

35 Section 258 of the Companies Act.

36 Section 262(3) of the Companies Act.

37 Section 328 of the Companies Act.

38 Pars Ram Brothers (Pte) Ltd (in creditors' voluntary liquidation) v. Australian & New Zealand Banking Group Ltd [2017] SGHC 38 at [14]-[16].

39 Section 157(1) of the Companies Act.

40 Liquidators of Progen Engineering Pte Ltd v. Progen Holdings Ltd [2010] 4 SLR 1089.

41 Dynasty Line Ltd (in liquidation) v. Sukamto Sia and another and another appeal [2014] SGCA 21.

42 Sections 339(3) and 340(2) of the Companies Act.

43 Section 340 of the Companies Act.

44 Living the Link at [48]. See further at section III.

45 Parakou Shipping Pte Ltd (in liq) v. Liu Cheng Chan [2017] SGHC 15 (Parakou) at [121]-[122].

46 ILRC Report at p.140.

47 Section 211B(8) of the Amended Companies Act.

48 Section 211B(1) of the Amended Companies Act.

49 Section 211B(5) of the Amended Companies Act.

50 Section 211C of the Amended Companies Act.

51 ILRC Report at p.154.

52 Section 211H of the Amended Companies Act.

53 Debt Restructuring Committee Report at p. 26.

54 Section 211E of the Amended Companies Act.

55 Section 211E(9) of the Amended Companies Act.

56 ILRC Report at p. 84.

57 On developments in the common law, see further at Section III(ii) of this chapter, supra.

58 Section 377(3)(c) of the Companies Act.

59 Sections 377(3)(c) and s 377(14) Companies Act.

60 Re Opti-Medix at [17].

61 Re Opti-Medix at [21].

62 Re Taisoo Suk (as foreign representative of Hanjin Shipping Co Ltd) [2016] 5 SLR 787 at [16].

63 As was decided in Singularis Holdings Ltd v. Pricewaterhouse Coopers (PC) [2015] AC 1675.

64 Re Gulf Pacific Shipping Ltd (in creditors' voluntary liquidation) [2016] SGHC 287 at [10].

65 Pacific Andes at [46].

66 As was decided in Antony Gibbs & Sons v. La Societe Industrielle et Commerciale des Metaux (1890) LR 25 QBD 399.

67 Pacific Andes at [51].

68 Pacific Andes at [17].

69 Pacific Andes at [17]-[19].

70 Pacific Andes at [27].

71 See above at section III(i).

72 Re Conchubar at [26].

73 Re Conchubar at [34]-[35].

74 Re Conchubar at [47].

75 Pacific Andes at [68].

76 Pacific Andes at [71].

77 Pacific Andes at [73].

78 BDG v. BDH [2016] 5 SLR 977 at [20], [22].

79 Living the Link at [30].

80 Parakou at [84].

81 Petroships at [128].

82 Petroships at [140].

83 Petroships at [263].

84 Reuters, ‘Singapore's Ezra Holdings files for U.S. bankruptcy' (18 March 2017).

85 The Guidelines at introductory paragraph A.

86 Guidelines 7 and 8 of the Guidelines.

87 The Straits Times ‘Republic lauded for efforts to help troubled firms' (23 June 2017)