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The Legal Dispatch Room

Internships at AEI: Dong Yuhui
 

1.     What were some of the challenges you faced?

One of the first challenges I faced at the start of my internship was simply trying to understand what was going on in a particular transaction or agreement because I was unfamiliar with many of the business terms used. In the first few days of the internship, I was tasked with researching various valuation methods and reviewing a Series A term sheet, and had to quickly acquaint myself with the relevant financial and economic jargon, which I found very fascinating and has fuelled my interest in finance!

Another major challenge was learning how to be more in touch with the practical concerns and realities of the clients. I realised that there were often gaps in my thought processes and considerations due to my lack of practical experience beyond the relatively more theoretical perspectives prevalent in school. Fortunately, I received excellent mentorship from everyone on the AEI Legal team every step of the way, and their guidance has helped me to gain a better sense of how to review and think about issues more effectively and thoroughly.

The learning curve was indeed quite steep, but this was precisely what made my internship very rewarding!

2.     What was the highlight of your internship experience?

The highlight of my internship experience was sitting in on the board of directors and audit committee meetings of a listed company. This gave me the opportunity to see first-hand how such meetings are conducted, and allowed me to apply my newly acquired, albeit very limited, knowledge of financial terms. I got a glimpse into the company’s overall business operations which was very eye-opening and enlightened me to the behind-the-scenes processes that take place in a business. I also gained valuable insights into how COVID-19 has been impacting companies and how businesses are strategising and innovating to adapt. What was particularly interesting as well was an observation made by the board that while COVID-19 may have exposed certain underlying weaknesses in the business, this could also present opportunities for growth.

On the whole, I am very glad to have gotten exposure to different areas of work in various sectors and industries beyond the purely legal realm. This has enhanced my general knowledge and awareness of a broad range of matters and helped me to develop a more holistic understanding and appreciation of the law in context. It was also just very exciting to hear from experienced industry insiders, and I certainly hope some of their brilliant business acumen has rubbed off on me!

3.     What did you learn?

One of the most valuable takeaways for me was learning how to analyse both legal and non-legal issues from a practical perspective. Although I am far from being able to think like a good corporate lawyer at this point, this internship has given me a much clearer direction as to how to become one. It also got me thinking about the fundamentals of corporate law and the purpose behind the work I was doing.

Through the contract drafting, reading and research work that I did in collaboration with the team, I got the chance to see the sort of thought process and analysis that go on at different stages of a transaction. I learnt how to approach problems in a more focused and systematic manner, and developed a better sense of judgement in evaluating issues, whether in drafting a software service agreement or an employee share option plan or preparing a framework for legal analysis.

One of the things I also discovered was the breadth of knowledge a corporate lawyer required. The work often involved clients from different industries and backgrounds, and I found it difficult to fully appreciate their perspectives and objectives without understanding the full context of the work. I realised that in order to be an effective corporate lawyer, one needs to have a strong grasp of a multitude of disciplines, or at least be able to learn very quickly, and it is a must to be conversant on business and finance.

Another learning point for me was the importance of keeping up to date with the latest developments, from technology and finance to socio-political issues, due to the interconnectedness of the law with almost every aspect of society and life. This also made me recognise that corporate lawyers add value to clients beyond just providing legal services.

4.     What advice would you provide to future interns?

  • Make full use of every opportunity to observe, learn and read up on the things you do not understand. Every bit of knowledge will come in handy, and you will gradually discover how they fit into the bigger picture.

  • Take notes and make a list of the work that you have done to consolidate and review your learning. This would also help you to identify the gaps in your understanding.

  • It is true what they say in law school, more often than not, there would not be a clear answer to the problem you are trying to solve, no matter how much research you do – because if there was, there probably would not have been a problem. Instead, the solution is being able to weigh and evaluate all relevant information judiciously and creatively, which would probably become more intuitive with experience, and to craft the best possible solution for the client while managing uncertainties effectively.

5.     Did you enjoy your time?

I absolutely enjoyed my internship at AEI Legal! It was a very meaningful and eye-opening learning journey for me. It was truly a pleasure to work with and learn from professionals who are passionate about and excellent at what they do. The work that I did was always stimulating, and I was given many opportunities to sharpen and build confidence in my legal skills. Despite working from home, it was easy to communicate and collaborate with everyone, and I also made new friends with my fellow interns!

I am deeply grateful to everyone on the AEI Legal team for their thorough and constant guidance, for being ever willing to impart their wealth of experience, and for always valuing my input. Their mentorship has been invaluable and I could not have wished for a better team to be on. 

 
The COVID19 (Temporary Measures) Act 2020
 

The Singapore COVID19 (Temporary Measures) Act 2020 has been passed on 7 April 2020. The law will address issues from the coronavirus outbreak:

1. For obligations to be performed after 1 Feb, under contracts signed before 25 Mar (effective for 1 year):

A party (Party A) who cannot perform a qualifying contract due to Covid19 can issue a relief notification to its counterparty (Party B). Party B will be prohibited from court or insolvency proceedings, enforcing security, terminating contracts, etc. Disputes will be finally decided by govt-appointed assessors.

Qualifying contracts: non-residential leases, construction & supply, events, tourism, secured SME loans & certain hirepurchase agreements. Businesses must have revenue <S$100M & be at least 30% owned by Singapore citizens/ PRs.

2. New insolvency rules (effective for 1 year) - higher thresholds, longer time periods for statutory demands, & relief from personal liability for directors in certain circumstances.

3. Meetings (eg AGMs) may be convened by videoconferencing notwithstanding laws and constitutions.

4. Court proceedings may involve remote communication tech.

5. Property tax refunds/relief must be passed on to tenants.

 
Share buybacks - tips to stay on SGX's right side
 

As stock markets around the world tumble, many issuers are looking at the silver lining – a golden opportunity to undertake share buybacks, which offer multiple benefits, including: presenting the market a confident outlook as the company takes the lead on signalling “buy”, bulking up the company’s treasury shares reserve for quick capitalisation on future upturns, and improved EPS numbers. 

Issuers interested in share buybacks must have a mandate from shareholders.

Some tips to stay on SGX’s right side when executing share buybacks:

1.      Maximum number of shares that can be repurchased: 10% of issued shares as at date buyback approval was obtained (often the share capital as at the last AGM)

2.      Do not pay more than 105% of average closing market price over the last 5 consecutive active trading days for on-market purchases

3.      Do not undertake share buybacks when there is unannounced material information – the issuer itself may get in hot water for insider trading

4.      Best practice, according to SGX, is not to undertake share buybacks 2 weeks before quarterly financials are released & 4 weeks before full year financials are released

5. Be aware that certain methods of repurchasing shares have been flagged by SGX as problematic and may be viewed as misconduct, including:

a. Purchasing a few shares near or at market close, resulting in the impression that the share price is on a rising trend

b. Purchasing shares despite increasingly higher prices, which may be viewed as being meant to influence closing prices

c. Purchasing “excessively” e.g. share buybacks constituting more than 30% of the daily on-market traded volume, which may be viewed as artificial inflation of trading volume and price

 
SGX on Dividend Announcements & Blackout Periods
 

Dividend announcements

An issuer must not announce dividends for 1Q or 3Q without the quarterly financial statements unless:

  1. the issuer has a committed dividend policy to announce dividends on a quarterly basis which has been communicated to shareholders;

  2. the issuer confirms for a 1Q or 3Q dividend that it has sufficient financial resources to fulfill its liabilities as and when they fall due, after paying the dividend; and

  3. an issuer which is a corporation confirms for a 1Q or 3Q dividend that it complies with Section 403 of the Companies Act (i.e. dividends may only be paid out of profits) or equivalent requirements in its place of incorporation.

Blackout periods for bonus issues, rights issues, records date (fka books closure date) & capital returns

Two categories of issuers & blackout periods:

  1. Issuers announcing financials on half year and full year bases – blackout periods start from end of half year/ full year until financial statements announced

  2. Issuers announcing financials on quarterly basis – blackout periods start from end of each quarter until financial statements announced


Reference materials:

SGX Practice Note 7.7 (Announcement of dividends and other corporation actions)
SGX Catalist Practice Note 7G (Announcement of dividends and other corporate actions)

 
Internships at AEI: Yeoh Su-Jane
 

1. What were some of the challenges you faced?

One challenge I faced was being unfamiliar with the nature of the work I did, particularly in proofreading. But thanks to the mentorship I received at the firm, I learnt a lot about the various stages of proofreading to produce something tailored for the client’s needs. It became a more meaningful exercise in surveying the client’s transactional landscape – searching for the hazards concealed in the wording of the clauses, and the hazards that arose by virtue of something missing.

2. What was the highlight of your internship experience?

The highlight of my experience was being present throughout the various stages of ongoing deals and having my work contributing to their progress. Because the work I received was indeed live work, I received immediate feedback on my edits, research, and recommendations and that gave me a practical perspective grounded in the context of the deal. Listening to phone calls with clients also provided insight into what each deal concerned and about the people involved. All of this made my work feel more significant knowing it wasn’t going into the void but towards the completion of something that would bring value to someone.

3. What did you learn?

I learned more about the skills needed to be a good corporate lawyer. Providing value to a client requires one to be a very well-rounded individual – being able to see the little details and the overall fit of the clauses in a document, being able to read the dynamics of the parties, being an advocate for the client at

the negotiating table, and also being knowledgeable and trustworthy enough to advise on matters that aren’t strictly within one’s specialisation. Corporate lawyers wear many hats and it’s the realisation of how multifaceted their role in business truly is that was my biggest takeaway this internship.

4. What advice would you provide to future interns?

Su-Jane.jpg

To give better work, it is crucial to put yourself in the shoes of the client by understanding the industry they work in, the people they deal with, and their desires and fears. Remember that the law does not exist for its own purposes but to keep the world turning. Also, very importantly, you should be curious about the work - you never know what you’ll learn when you ask questions.

5. Did you enjoy your time?

I really did! At AEI Legal, there’s a strong, healthy culture of mentorship and interesting, important work to be done. It’s an experience all interns want but don’t always get and I’m very grateful to have spent my time there.