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Singapore listcos' lawyers get best practices guide for SGX RegCo submissions

SINGAPORE lawyers making submissions to the bourse operator's regulatory arm on behalf of listed issuers can now refer to a guide that sets out recommendations and best practices.

Singapore Exchange Regulation (SGX RegCo) and the Law Society of Singapore (LawSoc) on Friday jointly issued a best practices guide which covers matters including consultations on interpretations of the listing rules, applications for waivers, and submission of circulars and similar documents to shareholders in relation to corporate actions.

Tan Boon Gin, chief executive of SGX RegCo, said: "Each member of our market community has a role to play in ensuring a well-governed market and the protection of investors' interests. Lawyers do so by upholding the legal framework underpinning corporate finance activities."

The guide sets out expectations for Singapore lawyers in the course of regulatory submissions, and seeks to ensure that their conduct fulfils their statutory, common law and ethical standards and duties, he added.

LawSoc president Gregory Vijayendran, SC, said the guide will "proactively assist our corporate Bar to be aware, alive and alert to the key concerns of the regulatory authorities and offer practical handles on managing those professional expectations".

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He noted that in the long term, these best practices are expected to raise the bar for professional services of Singapore-regulated lawyers and also augment the reputation of law firms in serving the legal needs of Singapore's investment community.

In particular, SGX RegCo has introduced an administrative measure, stated in the new guide, requiring the naming of the law firms for the covered transactions in shareholders' circulars.

"This will foster greater accountability and give a sense of ownership as well as appropriately honour our law firms," Mr Vijayendran said.

TSMP Law Corporation's Adrian Tan told The Business Times that the new guide provides a much-needed "safety net" for lawyers. "If the guide is followed, the lawyer's duty is discharged. It makes it much easier for lawyers to know what to do when dealing with listed companies and regulators," said Mr Tan, who is a partner at TSMP's litigation and dispute resolution practice.

Previously, lawyers advising listed companies could only rely on "oral tradition" and uneven training, he added. "Lawyers' level of knowledge used to depend on their personal experiences as well as what their seniors and mentors may have handed down to them.

"The best practices guide reassures lawyers that, if something is amiss, they can 'report up' the appropriate corporate hierarchy to bring issues to the attention of the most senior members of the listed company. That offers protection to lawyers as they can then raise matters beyond the management team, to the general counsel, chief executive officer, chairman of the audit committee, or chairman of the listed company," Mr Tan said.

The guide takes effect immediately. It can be found on SGX RegCo's website.

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