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In brief

The Monetary Authority of Singapore (MAS) issued the Notice on Business Conduct Requirements for Corporate Finance Advisers (“SFA 04-N21“) on 23 February 2023. This comes around 14 months after the MAS issued the Consultation Paper P020-2021 which proposed to introduce regulatory requirements on the conduct of due diligence by corporate finance advisers (CFAs), strengthen public confidence and promote informed decision making by investors through quality disclosures. The new business conduct requirements will apply to advice given by:

  1. Holders of a capital markets services (CMS) licence to advise on corporate finance.
  2. Licensed banks, merchant banks and finance companies exempt from holding a CMS licence.
  3. Representatives of (a) and (b) in respect of advising on corporate finance.

Under any engagement to advise on corporate finance that is entered into on or after 1 October 2023.


Key requirements introduced

SFA 04-N21 introduces the following requirements in addition to existing business conduct requirements for CFAs:

  • General business conduct requirements when a CFA gives advice on corporate finance (“General Business Conduct Requirements“).
  • General due diligence requirements when a CFA gives advice on corporate finance (“General Due Diligence Requirements“).
  • Due diligence requirements (“Listing Application Due Diligence Requirements“) when a CFA advises on corporate finance in the capacity of an issue manager, sponsor or financial adviser in respect of a business trust, a collective investment scheme constituted as a trust or any entity (“Listing Applicant“) whose units or shares are the subject of an application for listing application or are listed on the Singapore Exchange Securities Trading Ltd (“Specified Exchange“).

We summarize these requirements below.

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Author

Stephanie Magnus co-heads the Asia Pacific Financial Institutions Group and heads up the Financial Services Regulatory Practice Group in Singapore. Stephanie is ranked Band 1 for FinTech in Singapore by Chambers FinTech 2020. She is also ranked as a Leading Individual for Financial Services Regulatory: Local Firms in Singapore by Legal 500 Asia Pacific 2020. She is recognised as a leading lawyer for Banking & Finance: Regulatory in Singapore by Chambers Asia Pacific and Chambers Global 2020. Stephanie was quoted in Chambers Asia Pacific for her "timely, practical and business-oriented" advice, with a "deep understanding of the regulatory regime." She is also recognised as "very business-savvy and brilliant every time," and is admired for her "very strong grasp of the legal issues from both a technical and practical perspective."

Author

Eunice is a principal in the Financial Services Regulatory practice group of Baker McKenzie's Singapore office and a member of the Firm's Global Financial Services Regulatory Steering Committee. Eunice has extensive experience in regulatory, legal and compliance matters in the financial services and fintech sectors. Her clients include banks, investment managers, broker-dealers, payments companies and other financial institutions.
Eunice is consistently recognised as the Next Generation Partner for Financial Services Regulatory in Legal 500 Asia Pacific. Clients have described her as: “an exceptional lawyer with deep knowledge of financial services; "commercial and solutions-oriented and has an excellent relationship with the regulator which is of benefit to her clients"; "singled out for being smart and having the ability to navigate the Singapore regulatory landscape"; "is responsive, pleasant and willing to explore different parameters" and "is outstanding in that she always carefully and clearly explains the situation and background of the issue so that we can fully understand it, she always has a quick response and she has a deep understanding of the financial industry and our company."
Eunice is a frequent speaker at legal and financial industry seminars and forums. She also regularly assists clients in coordinating industry responses and participate in consultation with the Monetary Authority of Singapore on policy and legislative changes.

Author

Ying Yi is a Local Principal in the Financial Services Practice Group of Baker McKenzie Wong & Leow in Singapore. She focuses on regulatory and compliance issues in the financial services sector. She is ranked Next Generation Partner for Fintech and Financial Services Regulatory: Local Firms by Legal 500, Up and Coming for Banking and Finance: Regulatory in Singapore by Chambers Asia Pacific and Band 3 for Fintech Legal in Singapore by Chambers Fintech.
She is described as an "outstanding lawyer" who is "praised for being in touch with market developments and going the extra mile to understand client needs" by Legal 500 Asia Pacific. Chambers Asia Pacific cites her strengths as "responsive and genuinely cares about her clients and their business goals. She is very well connected and tuned into the latest regulatory developments, especially in the fintech, digital payments and blockchain space".

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