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Table of ContentsSingapore’s SPAC Listing Regime: A Game Changer Or A Gap Filler? Game of Thrones: Corporate Law and Bankruptcy Law in the Arena of Directors’ Liability Enforcement Challenges in the Face of Harmful but Legal Corporate Conduct Civil Enforcement Action against Corporate Corruption: A Legislative Lacunae in India | ||||||||
CORPORATE LAW: CORPORATE & TAKEOVER LAW eJOURNAL"Singapore’s SPAC Listing Regime: A Game Changer Or A Gap Filler?"
LERONG LU, The Dickson Poon School of Law, King's College London
In recent years, special purpose acquisition companies (“SPACs”) have gained great popularity in the U.S. and globally as they offer a fast and low-cost listing route as an alternative to traditional IPOs. In September 2021, the Singapore Exchange (“SGX”) officially launched the SPAC listing regime on its mainboard as the first major bourse in Asia to fully embrace blank-check companies. In doing so, Singapore intends to keep pace with the latest developments of securities market practices and regulations in the U.S. This could cement the city state’s status as a leading international financial center, for Singapore’s SPAC model provides Asia’s booming technology industries with extra financing options at home whilst offering additional investment opportunities to international investors. Against this background, the article undertakes an in-depth and comprehensive examination of Singapore’s SPAC listing framework, based on the macro and micro analysis of specific rules under Singapore’s securities law. It explains why Singapore strives to become Asia’s top SPAC hub. It also evaluates the advantages and potential risks regarding Singapore’s SPAC regime for sponsors, investors, and high-tech corporations. In order to limit the risks for retail investors to make the regime more attractive, the article makes some suggestions for Singapore’s regulators on devising an effective risk mitigation mechanism based on lessons learned from the U.S. regulatory and judicial experience. Finally, the article explores how Singapore’s SPAC model impacts the competitive dynamics of international capital markets and answers the question: whether it is a real game changer or a mere gap filler. "Game of Thrones: Corporate Law and Bankruptcy Law in the Arena of Directors’ Liability"
ODELIA MINNES, Ono Academic College A company in financial distress is bound to experience turbulence. In particular, the zone of insolvency is a crucial time in a company’s life in which conflicts of interest between shareholders, managers, and creditors are sharply enhanced. Directors’ liability during this period is a recurring topic of interest. The current COVID-19 pandemic and the global economic crisis generated by it bring this topic to the forefront once more. This Article points to two distinct approaches to this issue. The first is represented by the U.S. legal system, in which directors’ liabilities do not change in the zone of insolvency but, rather, conform to the same standards set by corporate law. We call this the “corporate law approach.” The second method is represented by the U.K. legal system, which sets different standards for directors’ actions in the zone of insolvency, requiring them to minimize creditors’ losses. We refer to this as the “bankruptcy law approach.” This Article shows that there are significant shortcomings to the latter approach. As a result, this Article concludes that the corporate law approach is comparatively more efficient. This Article further demonstrates the superiority of the corporate law approach by analyzing the shared theoretical, normative, and practical linkages between corporate and bankruptcy law. Finally, this Article discusses two possible policy implications of our discussion, one broader and one specifically tailored to minimize the negative consequences from the COVID-19 crisis. "Enforcement Challenges in the Face of Harmful but Legal Corporate Conduct"
AUTE KASDORP, Erasmus University Rotterdam (EUR) - Rotterdam School of Management (RSM) At least seventeen out of twenty-three Dutch regulatory agencies counteract harmful but legal corporate conduct through informal interventions. Interviewed regulators struggle to position themselves in the ensuing cat-and-mouse game, broker adverse interests, and uphold legitimacy. This paper explores these core challenges, regulators’ administrative strategies to cope with these challenges as well as factors that may influence their stance. The paper interprets the ensuing extrajudicial interaction between regulators and firms as a reciprocal game in which regulators balance efficacy and legitimacy in absence of a ‘big stick’. "Civil Enforcement Action against Corporate Corruption: A Legislative Lacunae in India"
RAVIDASAN N. S, L&T Hydrocarbon Engineering The paper intends to showcase the lack of civil enforcement against corporate corruption in India. The paper identifies the victims of corporate corruption and suggests the remedies that can be adopted for the restitution of the victims. Civil enforcement is essential to restore the damages incurred by the victims due to acts of corruption. However, Indian legislations only provide for criminal remedies against corruption, which often fail to act as an effective deterrent. The paper attempts to understand the concept of civil enforcement in USA’s FCPA and how it has effectively acted against corrupt practices engaged in by foreign companies in India. The primary focus of the paper is to present examples of corruption, wherein the Indian legislations have been unable to prevent or prosecute the acts, whereas a foreign jurisdiction has ensured the companies who have committed such offences are optimally reprimanded. The research showcases the lacunae in the Indian legislation and how it has an adverse effect on the economy and competition in the country. The paper also briefly delves into the provisions of Indian legislations that are used to combat corruption. The paper attempts to contribute insight and advice to policy makers to adopt measures of civil enforcement to combat corporate corruption in India. "An Analysis of Corporate Criminal Liability in Nigeria" OLALEKAN MOYOSORE LALUDE, Babcock University, School of Law and Security Studies | ||||||||
