Significant Investments Review Bill

On November 6, 2023, the new Significant Investments Review Bill was published on Singapore Statutes Online, the official website of Singapore for publicizing legal documents. The Bill establishes a new framework to restrict (foreign) investments in „critical“ entities and to establish special rules for such „critical“ entities as to their operations and possible wind-down. The key provisions of the new bill are briefly discussed below:
(1) Designation by the Minister: The Bill grants the Minister of Trade and Industry the authority to designate entities as critical entities for purposes of the Bill. That means that any designated entity would come under the curfew of the Bill and would thus be subject to the operations and investment restrictions outlined therein. It is worth noting that designated entities do not need to be Singapore companies. A potential designation can apply to firms incorporated in Singapore, carrying out activities in Singapore, or providing goods/services to Singaporeans.
(2) Investment „restrictions“ and corresponding notification requirements: Investors in designated entities must inform the Minister upon reaching a 5% level of ownership control and request the Minister’s authorization before attaining a 12%, 25%, or 50% control, indirect control, or purchasing all or parts of the business. The Minister may grant approval after evaluating whether the prospective buyer meets the Minister’s Fit and Proper Criteria Guidelines. In case of ownership reduction, investors must notify the Minister and seek his approval when reducing ownership control from 75% or 50%.
(3) Recourse for Minister decisions: The Bill also offers investors the option of requesting reconsideration within 14 days of an initial decision by applying to the Minister. The Minister can subsequently entirely revoke, substitute, or affirm the initial decision. Subsequent appeals to the Minister’s „final“ decision can be made to the „Reviewing Tribunal“, comprising three members appointed by the President upon Cabinet advice, including a Supreme Court judge as the chairperson. The „Reviewing Tribunal“ holds final authority to dismiss or revoke appealed decisions.
(4) Requirements on designated firms: Firms designated by the Minister must obtain authorization for the appointment of critical personnel like the chief executive officer, directors, and the board’s chairperson. In this context, it shall be noted that the Minister will be granted authority to dismiss such personnel for the sake of national security or if an appointment was made without consent of the Minister.
Furthermore, the new bill requires that the dissolution or voluntary winding up of designated entities necessitates the Minister’s approval.
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As these are only the key provisions of the new bill, please review the original legal document for more detailed, comprehensive information.