PublicationsFinancial Services and their impact on Wealth Management: Trends from Europe and Singapore
19 Oct 2011
This joint seminar looks into inter-related issues of the developments in financial services and their impact on wealth management, esp. the implications of the developments in currency markets, asset management, current developments in the law of trusts and private foundations in Europe and the Principality of Liechtenstein, issues of tax compliance, disclosure facilities and automatic exchange of information.
Speaker : Dr Michael Hanke, Prof Dr Francesco A. Schurr & Prof Dr Martin Wenz (University of Liechtenstein), Assoc Prof Tey Tsun Hang, Assoc Prof Stephen Phua (National University of Singapore)
No. of Participants : 62
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Islamic Finance in Japan - New Legislative Framework for Sukuk Issuances
18 Oct 2011
On 17 May 2011, the National Diet of Japan passed a bill to facilitate Sukuk issuances in Japan. The bill is intended to implement a solid legal framework to issue Sukuk out of Japan. Relevant tax legislation is also amended so as to create a level tax playing field for Sukuk compared to conventional bonds. This new legal framework will help provide new opportunities for both Islamic investors across the globe and Japanese institutions seeking to diversify their funding sources. The framework is built on existing legislation that is originally tailored for asset backed securitisation. The legal structure, therefore, bears different features from the structures established under English trust law which is often used in the cross-border Sukuk issuance practice. This distinctive nature of the legal framework may pose challenges to its application. Nevertheless, this framework will be a driving force to enhance accessibility to the Islamic finance market from a country where Islamic institutional investors are effectively non-existent.
Speaker : Mr Naoki Ishikawa, Mori Hamada & Matsumoto
Chairperson : Asst Prof Arif A Jamal, National University of Singapore
No. of Participants : 36
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CCLS Workshop on European Tax Law, conducted for University of Liechtenstein
12 Oct 2011
Speaker : Assoc Prof Stephen Phua, National University of Singapore
No. of Participants : 25
Court Intervention in International Arbitration: The Case for Compulsory Judicial Internationalism
10 Oct 2011
One of the most interesting legal phenomena of our times is the increasing willingness shown by national courts in both civil law and common law jurisdictions to justify their legal holdings in hard cases by referring to foreign or international normative sources. This paper argues that in the field of international arbitration, judicial internationalism is not only useful, it is necessary. Judges sitting in jurisdictions which have signaled their willingness to support the international arbitration system must acknowledge the permeability of the domestic legal order to so-called transnational rules of international arbitration. Concretely, this entails adopting a distinctive interpretive approach while answering questions of law to which local sources that judges are bound to take into consideration provide no clear answer. This paper explores the theoretical underpinnings of the proposed approach before analyzing how precisely the relevant international normative context ought to bear on decisions made by court called upon to intervene in the international arbitral process.
Speaker : Assoc Prof Frédéric Bachand, McGill University
Chairperson : Assoc Prof Gary F Bell, National University of Singapore
No. of Participants : 47
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Corporate Governance: The Costs and Benefits of Disclosure
6 Oct 2011
Corporate governance is important. An effective and sustainable corporate governance infrastructure helps promote investor confidence and assist companies in meeting investors’ expectations. Yet, in the aftermath of the financial crisis, policy makers and legislatures once again bemoan the absence of a corporate governance infrastructure that adequately protects minority investors and other stakeholders in listed companies. Obviously, minority investor protection will be challenging without access to reliable and up-to-date information about the ownership, including the identity of the controlling beneficial owners, and control structures of listed companies. It should thus come as no surprise that policymakers and regulators want tighter and more stringent disclosure and reporting rules. Despite the clear benefits, a disclosure and reporting regime has its costs as well. This paper argues, therefore, that a proportionate and flexible reporting and disclosure regime that combines the best of two "worlds", i.e., protection against self-dealing activities from self-interested managers and "controlling" shareholders without creating disincentives for these shareholders to intervene in badly managed companies, should be implemented. Furthermore, in order to have practical relevance, the disclosure and reporting requirements should be complemented with investigation and enforcement mechanisms to ensure accurate and timely disclosure.
Speaker : Prof Dr Erik P.M. Vermeulen, Tilburg University Law School
Chairperson : Assoc Prof Tey Tsun Hang, National University of Singapore
No. of Participants : 63
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Visit from Underwood International College (UIC), Yonsei University
24 August 2011
Speaker : Assoc Prof Stephen Phua, National University of Singapore
No. of Participants : 19
Competition Law Seminars
14 April 2011
Session One – Innovation and Competition Law
For years, competition law on the one and, and
intellectual property law, on the other, were thought by
many to serve at cross purposes. Over the last twenty
years, that view has changed. Now, the two bodies of law
are seen as complementary means of achieving the same
important goal: maximizing consumer welfare through the
protection of the competitive process, a process that
encourages and depends upon innovation. Drawing largely
on US experience, Professor Jacobs will discuss this
intellectual shift, the reasons behind it, and several
timely and practical examples of how competition law's
has and can foster innovation by the proper application
of customary antitrust principles to the new sets of
issues often raised in "innovation" markets and by
innovative firms.. Topics covered will include
"predatory" innovation, mergers in so-called "innovation
markets", unilateral (dominant firm) conduct impeding
innovation; and the abuse of statutory schemes by
dominant firms as a means of impeding innovation. The
pharmaceutical sector in particular will be a focus of
discussion.
Speaker : Prof Michael Jacobs, DePaul University College of Law
Session Two – Economics and Competition Law
This presentation explains the basic principles of
economics that underpin competition law. The main
aspects of anti-competitive behaviour in competition law
generally relate to agreements that undermine
competition and abuse of dominant position. In the case
of agreements, mainstream economics predict that
oligopolies can lead to collusive practices, the most
anti-competitive of which are cartels. The analysis of
abuse of dominance invokes various areas of mainstream
economics including the concept of shutdown point in the
case of predatory pricing and the concept of monopoly
practices in the case of excessive pricing. In defining
the relevant market, the concept of cross-elasticity of
demand is often used to assess which products are good
substitutes and therefore belong to the same market. The
presentation argues that the role of economists is set
to expand in competition law and policy, as
“effects-based” court decisions are becoming more common
in many countries, are utilising economic and
econometric evidence in competition cases.
Speaker : Prof Lino Briguglio, University of Malta
Chairperson : Assoc Prof Burton Ong, National University of Singapore
No. of Participants : 82
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Seminar on The Current State of China’s Tax Treaty Policy
19 Nov 2010
This overview of the current state of China’s income tax treaties highlighted three themes. First, the OECD and UN Model Conventions have shaped not only the treaties that China has negotiated but also the country’s domestic tax law itself. A significant number of concepts were introduced into domestic law primarily by borrowing from the treaty framework: these transplants have sometimes enriched affiliated concepts in domestic law, but in other cases, due to the limitations in the treaty conceptual framework itself, have held back the development of domestic law. Second, there are important examples where conflicts between China’s treaty obligations and its domestic law have been left unresolved for long periods of time. Third, in recently negotiated treaties, China appears to have accelerated the adoption of provisions from the OECD Model Convention and its Commentaries, which may be interpreted as reflecting China’s new role in cross-border investments.
Speaker : Assoc Prof Wei Cui, China University of Political Science and Law
Chairperson : Assoc Prof Stephen Phua, National University of Singapore
No. of Participants : 16
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Seminar on Financial Regulatory Reform in the United States
18 Oct 2010
In the wake of the global financial crisis, US President Barack Obama recently signed into law a package of financial regulatory reforms unparalleled in scope and depth since the 1930s. The Dodd-Frank Wall Street Reform and Consumer Protection Act is intended to restructure significantly the regulatory framework for the US financial system, with broad and deep implications for the financial services industry where the crisis started. However, its impact will be felt well beyond the US financial sector. It will affect the US operations of foreign companies as well as global transactions involving US-based businesses, assets, and financial instruments. What is more, the European Union appears to be following a similar path, and several Asian countries may adopt some aspects of the new US model.
Speaker : Dr Heath P. Tarbert, Weil Gotshal & Manges, LLP
Chairperson : Assoc Prof Tey Tsun Hang, National University of Singapore
No. of Participants : 35
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Seminar on International Tax Cooperation: Predictions and Prescriptions From The Global Forum – Lessons From Liechtenstein
1 Oct 2010
This talk addressed the key global developments in international tax cooperation driven by the OECD, the G20, the European Union and other global players. In addition, the outcomes of the conferences by the Global Forum in Mexico and Singapore were analysed. Issues such as automatic exchanges of information for tax purposes and the tax treatment of income from savings within the EU and beyond were also addressed.
The scope and impact of the Liechtenstein Declaration 2009 was highlighted to demonstrate the policy position of Liechtenstein on a variety of key issues including privacy, banking secrecy and tax information exchange agreements. Liechtenstein seeks to establish an overall tax strategy that strikes a desirable balance between legitimate tax claims of other jurisdictions and the economic interests of investors and financial centres.
The key details of the globally unique tax cooperation between the UK and Liechtenstein were also analysed. The framework included a special disclosure facility, taxpayer assistance/compliance program, a new "Liechtenstein desk" within HMRC, the benefits of compliance and voluntary disclosure programs. The tax treatment of Liechtenstein wealth structures like foundations, establishments and trusts was clarified.
The current and future global developments towards more international tax cooperation and the impact they would have on financial centres like Liechtenstein was analysed.
Speaker : Professor Dr Martin Wenz
Chairperson : Assoc Prof Stephen Phua
No. of Participants : 25
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Seminar – Extraordinary Actions: The Federal and Reserve and the U.S. Financial Crisis
29 July 2010
The U.S. Federal Reserve committed hundreds of billions of dollars in unprecedented lending activities and purchases of mortgage-backed securities based upon its authority under the Federal Reserve Act, and particularly upon its interpretation of Section 13(3), a formerly untested and unused clause in the Federal Reserve Act. Such efforts effectively doubled the size of the Federal Reserve’s balance sheet. This expansion of authority exercised by the Federal Reserve not only has significance in today's financial crisis but also sets a precedent for future Federal Reserve actions. The Federal Reserve has relied on Section 13(3) to authorize its controversial lending actions with respect to Bear Stearns, AIG, Citigroup and Bank of America. It also relied on Section 13(3) to create various liquidity programs such as the Term Asset-Backed Securities Loan Facilty and the Commercial Paper Funding Facility. The Federal Reserve also greatly expanded its traditional lending to financial institutions and central banks through the creation of the Term Auction Facility and Central Bank Swap Facility. Finally, in an effort to stabilize the residential real estate market, the Federal Reserve has purchased over $1 trillion of mortgage-backed securities through the Federal Reserve’s MBS purchase program. The presentation analyzed these actions and discussed their current and future implications.
Speaker : Prof Christian Johnson, University of Utah College of Law
Chairperson : Assoc Prof Tey Tsun Hang, National University
No. of Participants : 25
Symposium on Derivative Actions in Asia’s Miracle Economies: A Comparative and Functional Approach
23 to 24 July 2010
The (re)emergence of Asia as the world’s engine of economic growth is by now old news. The last half century has seen Japan, the four Asian tiger economies, China and most recently India experience economic miracles that have defined the evolution of the global economy. However, this old news appears to have largely escaped the burgeoning area of comparative corporate law scholarship—which has made scant efforts to undertake a detailed comparative analysis of corporate law in Asia’s "miracle economies". The broad objective of this project is to begin to address this dearth in the scholarship by undertaking a comparative and functional analysis of the derivative action in Asia’s miracle economies.
Based on a review of black letter corporate law, the derivative action seems like an obvious entry point for developing the scholarship on comparative corporate law in Asia. All of Asia’s miracle economies have transplanted the derivative action from various foreign jurisdictions into their respective corporate laws and invested considerable resources into reforming their transplants. The fact that all of the miracle economies have seen it as necessary to import the derivative action and refine it suggests that in each jurisdiction a powerful constituency has viewed the derivative action as a critically important mechanism for the corporate law to function (or at least appear to function) effectively. An objective of this project is to examine, in each jurisdiction, the impetus for transplanting the derivative action into the corporate law, the reasons for reforming the transplants and whether there are any common trends with respect to the transplants and/or reforms that appear across the Asian miracle economies.
Despite the first blush appeal of examining the derivative action in Asia, a wider analysis of Asian corporate governance paints a far less enticing picture. Shareholder litigation is commonly noted for its absence—rather than its force—as a corporate governance mechanism in Asia. Conventional wisdom suggests "Asian culture" is a major reason for Asia’s paucity of shareholder litigation. However, there is considerable empirical evidence that suggests the limited use of derivative actions in the Asian miracle economies is similar to the limited use of the derivative action in most Western countries. This calls into question the extent to which "Asian culture" is the cause of the limited use of the derivative action in Asia. An objective of this project is to examine the level of use of derivative actions in each of the Asian miracle economies and then to consider to what extent "Asian culture", as opposed to other more universal factors (e.g., lack of economic incentives for shareholder plaintiffs and lawyers, procedural barriers, uncertainty in the law, court costs, etc.), may account for this level of use.
There are certain common features that appear to exist in the corporate governance systems in most of the Asian miracle economies that may uniquely impact the way in which derivative actions influence (or have the potential to influence) corporate accountability and governance. For example, the prevalence of patriarch and conglomerate group companies, the lack of a market for corporate control and independent boards, and government involvement in corporate governance are features common to many Asian economies that undoubtedly alter the manner in which the derivative action functions. These features may suggest that the derivative action works (or should work) in a different manner than in jurisdictions which lack these shared corporate governance features. Whether these purported shared corporate governance features justify examining the derivative action through an "Asian lens" is another question that this project will seek to examine.
To achieve the above stated objectives the NUS Faculty of Law, with the support of ASLI and CCLS, will hold a symposium on Derivative Actions in Asia’s Miracle Economies in Singapore at the NUS Bukit Timah campus, from 23 to 24 July 2010. The symposium will include leading corporate law scholars who are recognized experts in each of Asia’s miracle economies and prominent comparative corporate law scholars from both common law and civil law jurisdictions. The goal of bringing together these experts is to produce a book on derivative actions in Asia that will be the leading authority on this subject and significantly advance the comparative corporate law and governance literature.
Assistant Professor Dan W. Puchniak and Associate Professor Michael Ewing-Chow from NUS Faculty of Law are respectively .the principal and co-principal investigators for this research project and the co-organizers of the symposium. They will also be co-editing the symposium book with Dr. Harald Baum from the Max Planck Institute. Brain Cheffins, from the University of Cambridge, will be contributing a forward for the symposium book. The country specific experts who will each be providing chapters for the symposium book and presenting at the symposium are as follows:
China| » | Professor Donald Clarke (George Washington University) |
| » | Assistant Professor Nicholas Howson (University of Michigan) |
Hong Kong
| » | Associate Professor Say H. Goo (Hong Kong University) |
| » | Associate Professor Chee Keong Low (The Chinese University of Hong Kong) |
| » | Professor Paul von Nessen (Monash University) |
India
| » | Professor Vikramaditya Khanna (University of Michigan) |
| » | Assistant Professor Umakanth Varottil (National University of Singapore) |
Japan
| » | Professor Masafumi Nakahigashi (Nagoya University) |
| » | Assistant Professor Dan W. Puchniak (National University of Singapore) |
Korea
| » | Professor Kon Sik Kim (Seoul National University) |
| » | Professor Hyeok Joon Rho (Seoul National University) |
Singapore
| » | Associate Professor Michael Ewing-Chow (National University of Singapore) |
| » | Assistant Professor Meng Seng Wee (National University of Singapore) |
Taiwan
| » | Professor Wang-Ruu Tseng (National Taiwan University) |
| » | Professor Wen Yeu Wang (National Taiwan University) |
Public Forum on Cross-Border Tax Prosecutions
3 May 2010
The Centre for Commercial Law Studies, NUS Faculty of Law and the Corporate Governance and Financial Reporting Centre, NUS Business School, in co-operation with the United States Department of Justice, are jointly organizing a half-day public forum titled "Public Forum on Cross-Border Tax Prosecutions" to be held at the NUS Faculty of Law.
The forum is aimed at bringing together academics, financial sector participants, lawyers and accountants who are interested on international tax issues such as banking secrecy, the use of "John Doe" summons, cross-border tax prosecutions and the future of global tax evasion. The forum provides a unique opportunity for participants to interact directly with senior tax prosecutors, Mr Frank Cihlar and Mr Kevin Downing, from the U.S. Department of Justice. Mr Downing, in particular, was the lead prosecutor on the high-profile investigations on UBS AG and KPMG.
Speakers : Mr Frank Cihlar & Mr Kevin Downing from US Department of Justice
No. of Participants : 76
