I OVERVIEW OF RESTRUCTURING AND INSOLVENCY ACTIVITY

Following closely on the heels of the landmark legislative amendments to Singapore's restructuring and insolvency legal framework in 2017, the Singapore government has continued its efforts to promote Singapore as an international centre for debt restructuring, with the passing of the omnibus Insolvency, Restructuring and Dissolution Act in Parliament on 31 October 2018 (the Insolvency Act). The Insolvency Act is presently expected to come into force on a date to be announced in or around the second half of 2019.

The above legislative developments coincide with the backdrop of a slowing Singapore economy in 2019, which has seen various companies continuing to pursue restructurings and workouts via the existing court-supervised insolvency frameworks. In turn, the Singapore courts have continued to develop the law, including handing down a number of key decisions that have provided further guidance and clarification on Singapore's legal framework for restructuring and insolvency.

II GENERAL INTRODUCTION TO THE RESTRUCTURING AND INSOLVENCY LEGAL FRAMEWORK

i Restructuring and insolvency legal framework

At present, until the Insolvency Act comes into force in or around the second half of 2019, the main source of legislation in Singapore governing corporate restructuring and insolvency remains 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.2 Under the framework, there are three broad areas of court-supervised insolvency and restructuring procedures for companies: schemes of arrangement, judicial management and liquidation. Insofar as certain substantive changes to the existing legal framework will be effected by the Insolvency Act (when it comes into force), these will be discussed in Section III.i below.

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. The court plays a supervisory role at two key junctures: first, in granting leave for a creditors' meeting to be convened to consider the scheme of arrangement, and second, in sanctioning the scheme of arrangement (which has been approved by the creditors).

A crucial tool is the availability of the statutory moratorium. A moratorium may be granted to restrain further proceedings in any action or proceeding against the company.3 The 2017 legislative amendments also introduced an 'enhanced' moratorium regime, under which an interim 30-day moratorium arises automatically upon an application being made for a moratorium.4 The enhanced moratorium also restrains secured creditors from enforcing their security,5 can have in personam worldwide effect,6 and can be extended to related companies.7

Other provisions include the availability of cross-class cramdowns on minority dissenting creditors where the requisite majority is obtained in respect of all creditors as a whole, provided that the scheme does not discriminate unfairly between the classes of creditors and is fair and equitable.8 The court can also approve a pre-packaged scheme where it is satisfied that the requisite majority of creditors would have approved the scheme,9 therefore saving time and costs.

Finally, the court is empowered to confer various levels of 'super priority' for rescue financing in certain circumstances.10 In order to obtain an order under Section 211E(1)(a) of the Companies Act, the applicant must show that it has expended reasonable efforts to secure other types of financing without super priority.11 For an order under Section 211E(1)(b) of the Companies Act, the debtor must demonstrate reasonable efforts have been undertaken to explore other types of financing without priority status.12 Evidence must be placed before the court of, for example, failed negotiations.13 Other considerations include whether: (1) the proposed financing is in the exercise of sound and reasonable business judgment; (2) alternative financing is available on any other basis; (3) such proposed financing is in the best interests of the creditors; (4) any better proposals are before the Court; (5) the proposed financing is necessary to preserve the assets of the estate and is necessary, essential and appropriate for the continued operation of the debtors' business; (6) the terms of the proposed financing are fair, reasonable and adequate; and (7) the financing agreement was negotiated in good faith and at arm's length.14

Judicial management

Part VIIIA of the Companies Act sets the statutory framework for judicial management. Judicial management may be utilised where a company is, or is likely to become, unable to pay its debts, 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. In judicial management, a judicial manager, who is appointed to replace the company's existing management, is empowered to do all such things as may be necessary for the management of the affairs, business and property of the company. After a judicial management order is made, the judicial manager will formulate a statement of proposals for the rehabilitation of the company or the realisation of its assets, which must be approved by the company's creditors.15

A statutory moratorium arises automatically upon an application being made for judicial management,16 which is extended upon the making of a judicial management order.17 As in the scheme of arrangement enhanced moratorium, the judicial management moratorium restrains secured creditors from enforcing their security. 'Super priority' in rescue financing is also available in the judicial management regime.18

Liquidation

Under the Companies Act, a company may be wound up compulsorily by the Court or voluntarily.19 In a compulsory liquidation, parties with standing under the Companies Act, including creditors of a company,20 may apply to the 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,21 including that the company is 'unable to pay its debts'.22 A statutory presumption that the company is unable to pay its debts arises if (1) 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;23 or (2) 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.24

The creditor can also prove that the company is unable to pay its debts (including contingent and prospective debts, if any).25 In general, courts typically deploy two tests – the 'cash-flow' test (i.e., the company is unable to pay its debts as they fall due) and the 'balance-sheet' test (i.e., the company's liabilities, including contingent and prospective liabilities, exceed its assets). All evidence that may appear relevant to the question of insolvency will be considered.26

The court may make an order to stay or restrain further proceedings against the company (including the enforcement of security) at any time after the making of a winding-up application.27 Further, upon the winding-up order being made, no action or proceeding shall be commenced without the leave of the court.28

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.29 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 from the commencement of winding up, the liquidation begins as an MVL.30 If not, the liquidation begins as a CVL. A key difference between the two is that in a CVL, the company must convene a meeting of creditors,31 where the creditors will be able to nominate a liquidator that will prevail over the company's nomination.32

ii Statutory avoidance provisions and clawback

Any disposal of the company's property made after the commencement of winding up is void,33 though the court can prospectively or retrospectively validate such disposal.34

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.35 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.

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.36 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.37

Any person who has been found to have been knowingly party to the company carrying on business with the intent to defraud creditors or for a fraudulent purpose may be held personally liable for all the company's debts and liabilities,38 and guilty of a criminal offence.39

A floating charge entered into within six months of 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.40

The above applies similarly in judicial management, with the necessary modifications.41

iii The position of secured creditors

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

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.42

The moratoria that apply to restrain the enforcement of security in schemes of arrangement, judicial management and liquidation has been discussed above at Section II.i.

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.43

iv Directors' duties in insolvency

A director is under a duty to act honestly and use reasonable diligence.44 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.45 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.46

A director who is knowingly a party to the company contracting a debt of which there was no reasonable or probable ground or expectation that the company would be able to pay off such debt could be convicted of a criminal offence.47 Any person who has been convicted for insolvent trading may also be held personally liable for the repayment of that debt.48

Further, while the statutory avoidance provisions discussed in Section II.ii are not per se expressed to impose duties on directors, a director would likely be liable for a breach of fiduciary duties where there has been an adverse finding under the statutory avoidance.49 Claims for breaches of common law fiduciary duties may be brought notwithstanding that the relevant time limit under statutory avoidance provisions have passed.50

III RECENT LEGAL DEVELOPMENTS

i The omnibus Insolvency Act

The aims of the omnibus Insolvency Act are threefold: (1) to consolidate Singapore's corporate and personal insolvency restructuring laws into a single enactment, so as to reduce inconsistencies and uncertainties by eliminating the need for cross-referencing between different statutes; (2) to enhance Singapore's restructuring and insolvency laws, as part of the concerted move to promoting Singapore as an international debt restructuring centre, thereby creating opportunities for professional services in Singapore; and (3) to introduce a consolidated regulatory regime for insolvency practitioners.51

One significant change introduced in the Insolvency Act is the restriction of the operation of 'ipso facto' clauses in contracts. When it comes into force, the Insolvency Act will prevent any person from terminating an agreement (including security agreements), claim an accelerated payment, or terminate or modify any right or obligation under such agreement, by reason only that (1) an application has been made to court for a scheme of arrangement (or a moratorium under the scheme of arrangement framework) or judicial management; or (2) the company is insolvent.52 The intention is to facilitate attempts by companies to restructure, by protecting valuable commercial contracts from being terminated.53 Certain types of contracts will be excluded from the new ipso facto provisions, including ship charters, and eligible financial contracts and contracts that are likely to affect the national interest or economic interest of Singapore, to be prescribed by regulations.54 The applicable regulations have not yet been issued at this time. In addition, if a particular contract does not fall within an excluded category, an affected counterparty may apply to the court for relief on the basis of significant financial hardship.55

When the Insolvency Act comes into force, a secured creditor must realise its security within 12 months from the commencement of winding up in order to be entitled to claim interest on secured debt (a similar provision also applies in judicial management).56 Further, a new concept of 'termination' of winding-up proceedings (and not merely a 'stay') has been introduced, and the court is empowered to give directions for the resumption of management and control of the company by its officers in such termination.57 The Insolvency Act also introduces a new concept of 'wrongful trading', intended to replace the insolvent trading regime discussed earlier.58 Under this, any person (not just a director) who was party to the company trading wrongfully may be declared personally liable for the company's debts or liabilities.59 The civil liability is no longer contingent on criminal liability being found.

An out-of-court mechanism to commence judicial management (by majority vote of the company's creditors) has also been introduced,60 which is intended to reduce expenses, formality and potential delay.61 In recognition of the increasing use of third-party litigation funding, a judicial manager is now expressly empowered to assign the proceeds of an action arising under claims by the company for inter alia undervalue transactions, unfair preferences, fraudulent or wrongful trading, or misfeasance or breach of trust or duty.62 By contrast, the position in liquidation remains that a liquidator has the power to sell or assign the company's things in action (including causes of action) to third-party litigation funders,63 but this excludes causes of action which arise only in the context of liquidation that can only be pursued by a liquidator, for example, claims under statutory avoidance law provisions.64

In relation to the schemes of arrangement framework, the proposed amendments have been confined to clarifying and fine-tuning the extensive amendments introduced in 2017. A carveout to the enhanced moratorium regime has been introduced to exclude the commencement and continuation of certain proceedings prescribed by regulations.65 The intention is to exclude certain types of proceedings in a targeted manner where necessary, for example, to exclude writs for an action in rem against vessels.66 Further, the Insolvency Act also clarifies that the cross-class cramdown power as against unsecured creditors is available so long as persons with subordinate priority to the dissenting class, or any member of the company, do not receive or retain any property of the company.67 This therefore clarifies that there is no requirement for shareholders to voluntarily divest their shares before any cross-class cramdown can operate.68

The new Insolvency Act also introduces a unified regime of mandated licensing, qualifications, standards and disciplinary measures for all insolvency practitioners in Singapore.69

iii Case law

Factors which a Singapore court will consider in recognising foreign insolvency proceedings

In 2017, Singapore adopted the UNCITRAL Model Law on Cross-Border Insolvency (the UNCITRAL Model Law), with certain modifications under the Tenth Schedule of the Companies Act (the Singapore Model Law). The Singapore Model Law empowers Singapore courts to recognise foreign main proceedings or foreign non-main proceedings, and grant relief in aid of the recognised foreign main or non-main proceeding.

In Re: Zetta Jet Pte Ltd and others (Asia Aviation Holdings Pte Ltd, intervener) [2019] SGHC 53, the court was asked to reconsider an earlier decision,70 refusing to grant full recognition to a trustee appointed under Chapter 7 proceedings in the US on the grounds that such recognition would be contrary to public policy.71 The court considered, for the first time, the factors for the determination of a company's centre of main interests (COMI) under the Singapore Model Law. The court espoused the following: (1) the assessment of where a company's COMI is should be made with reference to the date of the application being made to Court for recognition of a foreign proceeding; (2) as a starting point, the company's COMI is presumed to be the location of its registered office,72 though this can be proved otherwise by showing evidence to the contrary – where the scale does not clearly tip either way, the location of the registered office will be taken to be the COMI by default; (3) the factors considered (which should have an element of settled permanence or intended permanence) must be objectively ascertainable by third parties generally, with a focus on creditors and how likely a creditor would weigh a particular factor in his mind; (4) if a company is clearly involved in cross-border activities, the location of its assets or operations may be less significant; (5) in assessing the COMI, the court may consider the activities of the wider group of companies to which the company belongs; and (6) relevant factors include the location from which control and direction was administered, the location of clients, creditors, employees and operations, dealings with third parties, and governing law – but the location of a foreign trustee in insolvency proceedings should not be taken into account.

Schemes of arrangement: key developments

In 2019, the Singapore High Court granted super-priority status to rescue financing for the first time since the 2017 amendments, having declined to do so in an earlier case.73 Asiatravel.com Holdings Ltd74 had hired a financial advisor to seek financing, and sought financing from potential investors, existing bank lenders, and distressed situations funds to no avail. The Court accepted that the company would not be able to secure rescue financing without the Court granting super-priority status for such financing. Eventually, the Court granted the investor a super-priority order over all preferential and unsecured debt. The Court also accepted that super-priority status could be granted to rescue financing on non-monetary terms – the financing took the form of cash injection, as well as hotel room and theme park tickets (being sellable inventory essential to the company's business).

In Pathfinder Strategic Credit LP and BC Investment LLC v. Empire Capital Resources Pte Ltd [2019] SGCA 29, the Court of Appeal overturned an earlier decision of the High Court granting leave for a company to convene a creditors' meeting for a proposed scheme of arrangement,75 on the grounds that the company had made insufficient disclosure. The Court held that it will refuse leave solely on the grounds of inadequate disclosure only in clear and obvious cases. The sufficiency of disclosure would depend on what is reasonable in the circumstances, and relevant factors include the size and resources of company, size of debt, urgency of application, reasons for inability to provide further information. In this case, the Court held disclosure was woefully inadequate – the applicant company had only disclosed audited financial statements of its parent company up to 2014, with all other financial statements being unaudited. No financial statements whatsoever in relation to the companies in the group whose debts would actually be compromised under the scheme were disclosed. Lastly, the applicant company had not even disclosed its own financial statements.

In Re IM Skaugen SE and other matters [2019] 3 SLR 979, the Court clarified the requirements to be fulfilled by companies applying for a moratorium under Section 211B of the Companies Act. Where the company applying for the moratorium has proposed a scheme, it must show evidence of support from the company's creditors for the proposed scheme, and an explanation of how such support would be important for the success of the proposed scheme.76 Where the company applying for the moratorium has not proposed a scheme but intends to do so, it must to show evidence of support from the company's creditors for the moratorium, an explanation of how such support would be important for the success of the intended scheme, and a brief description of the intended scheme.77 The Court should refrain from undertaking a vote count – rather, the quality of support is important, though the opposition of a majority creditor would not necessarily be fatal to an application. In weighing creditor support in the context of a group restructuring, the Court may have regard to the overall support of the group's creditors (and not just the applicant company's creditors) for group restructuring efforts. The Court also clarified that where an applicant seeks in personam worldwide effect such that the moratorium extends to any act or person 'within the jurisdiction of the Court, whether the act takes place in Singapore or elsewhere',78 the application must identify the specific act or party which is sought to be restrained.

Judicial management: key developments

The judicial management of Swiber Holdings Limited (Swiber) continued in 2018 through to 2019. The above matter has raised novel questions on certain aspects of judicial management, which came before the Court on two separate occasions.

In Re Swiber Holdings Ltd [2018] 5 SLR 1358, the Court considered the position of bond investors, who hold their interests through nominees, custodians or trustees, in voting. The Court held that such bond investors did not have a direct contractual relationship with Swiber, the bond issuer, and accordingly only the trustee was entitled to vote in a judicial management. Procedurally, the trustee would vote one vote for, and one vote against, with the trustees' voting value split to reflect the value of bond investors voting for and against. The Court also observed that, in a scheme of arrangement, the bond investors would be able to vote directly as contingent creditors of the bond issuer.

In Re Swiber Holdings Ltd and another matter [2018] 5 SLR 1130, the Court clarified that a creditor whose claim against a debtor company is secured by third party security is not considered a secured creditor for the purposes of filing a proof of debt and voting in a judicial management – even where the third party is a subsidiary or associate of the debtor company. Where the third party security is realised, or payment is received from the third party after the creditor lodges its proof of debt, and the company under judicial management is a principal debtor, the creditor can maintain its proof for the full value of the debt, unless (1) he receives the full value of the debt; or (2) he receives the full value of the part of the debt guaranteed. Where, however, the company under judicial management is a guarantor, the debtor will have to reduce its proof correspondingly. In both scenarios, the cut-off date is the day before the date of payment of dividends.

IV SIGNIFICANT TRANSACTIONS, KEY DEVELOPMENTS AND MOST ACTIVE INDUSTRIES

In the restructuring of home-grown water and energy solutions provider, Hyflux Ltd (Hyflux), the company, which had earlier obtained a moratorium under Section 211B of the Companies Act,79 fended off attempts by its creditors to place it under judicial management80 after a potential investment deal with a white knight fell through earlier in April 2019.81 The Singapore Public Utilities Board has taken over control of one of the company's key assets, the largest desalination plant in South-East Asia, in May 2019,82 though the implications this may have on Hyflux's restructuring remains to be seen. As at the time of writing, Hyflux's moratorium period had been extended by the High Court to 2 August 2019.83

As for the judicial management of Swiber (discussed earlier), a statement of proposals has been made by the judicial managers and approved by the company's creditors.84 The proposal envisions a foray into the Vietnamese power market (a first for the company). It also contemplates the issuance of shares in a new Swiber-owned entity to Swiber's current creditors. Swiber's judicial management order remains in force until 31 December 2019.

V INTERNATIONAL

Since Singapore's adoption of the Singapore Model Law, Singapore courts have been empowered to grant recognition for foreign main or non-main proceedings in accordance with the UNCITRAL Model Law. Foreign main proceedings qualify for more extensive relief than foreign non-main proceedings – for example, an automatic stay and suspension of actions or proceedings against the debtor's property arises upon recognition of a foreign main proceeding.

The enhanced moratorium in a scheme of arrangement (see Section II.i above), which may be expressed to have in personam worldwide effect, has also raised interesting questions on how foreign courts may view such a moratorium. In 2019, it was reported that an English court became the first foreign court to recognise Singapore's extraterritorial moratorium. On the other hand, a Hong Kong court doubted that Hong Kong courts would be able to recognise the effect of such an extraterritorial moratorium in Hong Kong (which has not enacted the UNCITRAL Model Law).

The 2017 legislative amendments had also made it possible, for the first time, for a foreign company to be placed in judicial management in Singapore if it has a substantial connection with Singapore. Following these amendments, China Sports International Limited was the first foreign company to be placed into judicial management in Singapore. A relevant factor in the court determining a 'substantial connection' was whether Singapore was the COMI. As the proceedings involved a Singapore-listed entity, the court found that this was sufficient to establish that Singapore was the COMI, because the company was subject to regulation in Singapore, and Singapore law governed the preparation and audit of its accounts.

VI FUTURE DEVELOPMENTS

The coming into force of the Insolvency Act in or around the second half of 2019, together with the accompanying subsidiary legislation and regulations, is expected to have a significant impact on Singapore's restructuring and insolvency landscape, and it is anticipated that these developments will continue to be closely watched by the relevant stakeholders including lenders, borrowers and insolvency practitioners.


Footnotes

1 Kenneth Lim Tao Chung is a partner and Wong Pei Ting is an associate at Allen & Gledhill LLP.

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

3 Section 210(1) of the Companies Act.

4 Section 211B(8) of the Companies Act.

5 Section 211B(1) of the Companies Act.

6 Section 211B(5) of the Companies Act.

7 Section 211C of the Companies Act.

8 Section 211H of the Companies Act.

9 Section 211I of the Companies Act.

10 Section 211E of the Companies Act.

11 Re Attilan Group Ltd [2018] 3 SLR 898 (Re Attilan).

12 Re Attilan.

13 Re Attilan.

14 See further at Re Attilan.

15 Sections 227M and N of the Companies Act.

16 Section 227C of the Companies Act.

17 Section 227D(4) of the Companies Act.

18 Section 227HA of the Companies Act.

19 Section 247 of the Companies Act.

20 Section 253 of the Companies Act.

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

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

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

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

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

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

27 Section 258 of the Companies Act.

28 Section 262(3) of the Companies Act.

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

30 Section 298 of the Companies Act.

31 Section 296 of the Companies Act.

32 Section 297(1) of the Companies Act.

33 Section 259 of the Companies Act.

34 Centaurea International Pte Ltd (in liquidation) v. Citus Trading Pte Ltd [2017] 3 SLR 513.

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

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

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

38 Section 340(1) of the Companies Act.

39 Section 340(5) of the Companies Act.

40 Section 330 of the Companies Act.

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

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

43 Section 328 of the Companies Act.

44 Section 157(1) of the Companies Act.

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

46 Dynasty Line Ltd (in liquidation) v. Sukamto Sia and another and another appeal [2014] 3 SLR 277.

47 Section 339(3) of the Companies Act.

48 Section 340(2) of the Companies Act.

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

50 Parakou Investment v. Parakou Shipping Pte Ltd (in liquidation) [2018] 1 SLR 271.

51 Ministry of Law, Second Reading Speech by Senior Minister of State for Law, Mr Edwin Tong, on the Insolvency, Restructuring and Dissolution Bill (7 May 2019) https://www.mlaw.gov.sg/content/minlaw/en/news/parliamentary-speeches-and-responses/second-reading-speech-sms-edwin-tong-poha-amendments.html (accessed on 10 June 2019) (the Insolvency Bill Second Reading Speech).

52 Section 440 of the Insolvency Act.

53 The Insolvency Bill Second Reading Speech.

54 Section 340(5) of the Insolvency Act.

55 Section 340(4) of the Insolvency Act.

56 Section 223 of the Insolvency Act.

57 Section 186(3) of the Insolvency Act.

58 The Insolvency Bill Second Reading Speech.

59 Section 239 of the Insolvency Act.

60 Section 94 of the Insolvency Act.

61 The Insolvency Bill Second Reading Speech.

62 First Schedule of the Insolvency Act at paragraph (f).

63 Section 272(2)(c) of the Companies Act.

64 Solvadis Commodity Chemicals Gmbh v. Affert Resources Pte Ltd [2018] 5 SLR 1337.

65 Section 64(12)(b) of the Insolvency Act.

66 The Insolvency Bill Second Reading Speech.

67 Section 70(4)(b)(ii)(B) of the Insolvency Act.

68 The Insolvency Bill Second Reading Speech.

69 Part 3, Division 3 of the Insolvency Act.

70 Re Zetta Jet Pte Ltd and Others [2018] 4 SLR 801, discussed in last year's edition.

71 Article 6 of the Singapore Model Law.

72 Article 16(3) of the Singapore Model Law.

73 Re Attilan, discussed in the last year's edition.

74 Global Restructuring Review, 'Online travel platform obtains Singapore's first super priority order' (16 April 2019) https://globalrestructuringreview.com/article/1190258/online-travel-platform-obtains-singapore%E2%80%99s-first-super-priority-order (accessed on 10 June 2019). As at time of writing, no reported judgment was available.

75 Re: Empire Capital Resources Pte Ltd [2018] SGHC 36, discussed in last year's edition.

76 Section 211B(4)(b) of the Companies Act.

77 Section 211B(4)(a) and (b) of the Companies Act.

78 Section 211B(6) of the Companies Act.

79 Hyflux's Singapore Exchange announcement (19 June 2018) http://investors.hyflux.com/news.html/id/665122 (accessed on 10 June 2019).

80 Hyflux's Singapore Exchange announcement (7 May 2019) http://investors.hyflux.com/news.html/id/716625 (accessed on 10 June 2019); The Straits Times, Hyflux fends off bank efforts to start an action for judicial management, debt moratorium extended to May 29 (7 May 2019) https://www.straitstimes.com/business/hyflux-fends-off-bank-efforts-to-start-an-action-for-judicial-management-debt-moratorium (accessed on 10 June 2019).

81 Hyflux's Singapore Exchange announcement (4 April 2019) http://investors.hyflux.com/news.html/id/710988 (accessed on 10 June 2019); The Straits Times, Hyflux calls off rescue plan, citing 'no confidence' Indonesian white knight will complete deal (4 April 2019) https://www.straitstimes.com/business/companies-markets/hyflux-says-rescue-deal-with-indonesian-investor-terminated-cancels (accessed on 10 June 2019).

82 Hyflux's Singapore Exchange announcement (17 April 2019) http://investors.hyflux.com/news.html/id/712510 (accessed on 10 June 2019); The Straits Times, PUB takes over Tuaspring desalination plant from Hyflux (18 May 2019) https://www.straitstimes.com/business/pub-takes-over-tuaspring-desalination-plant-from-hyflux-0 (accessed on 10 June 2019).

83 Hyflux's Singapore Exchange announcement (29 May 2019) http://investors.hyflux.com/news.html/id/721805 (accessed on 10 June 2019), CNA, Hyflux debt moratorium extended again for 2 months to Aug 2 (29 May 2019) https://www.channelnewsasia.com/news/business/hyflux-debt-moratorium-extended-again-2-months-aug-2-11577100 (accessed on 10 June 2019).