Jonathan advises and represents clients in complex corporate disputes. As Lead Counsel, he has successfully led and conducted trials in the State Courts and High Court as well as succeeding before the Court of Appeal. He is listed as a “Noted Practitioner” by Chambers Asia Pacific, and described as “very impressive”, “commercially-savvy”, “offering commercially practical and sound advice” and “not over-lawyering the issues” by The Legal 500 Asia Pacific. Clients say that he is “sharp, thorough and solution driven” and “generates solutions that are thoughtful, clear and achieve business objectives.”
Jonathan has an MBA from the University of Chicago, Booth School of Business and was trained in negotiation at Harvard Law School. He has been an Associate Mediator of the Singapore Mediation Centre since 2005 and the State Courts Centre for Dispute Resolution since 2010.
Since 2007, he has been a Teaching Fellow for the Singapore Institute of Legal Education where he lectures and tutors on the subject of Commercial Negotiation as well as Advocacy for the Preparatory Course leading to Part B of the Singapore Bar Examinations. He often delivers training seminars and talks on topics such as navigating director/shareholder relationships, dispute prevention strategies, commercial negotiation, alternative dispute resolution and employment law to law students, clients, as well as organisations like the Singapore Corporate Counsel Association, Lee Kuan Yew School of Public Policy and at public forums.
Mergers & Acquisitions (M&A), Investment/Shareholder Litigation
Jonathan advises and represents clients in complex corporate disputes arising from M&A, management buy-outs, joint-ventures, partnerships, investments, fund-raising and divestments. Jonathan represents institutional investors and private equity firms to identify and mitigate commercial and litigation risk in the course of fund-raising, deployment, process and leadership change management in target and portfolio companies and fund exit; and advises and acts for clients at commercial and contentious negotiations at all stages of the investment cycle — from angel/venture investments, to growth equity and to investments in distressed assets. He acts in matters relating to oppression of shareholders, shareholders’ disputes, breach of directors’ duties, negligence, fraud, conspiracy, misrepresentation, defamation and breach of contract.
Employment & Benefits Advisory and Litigation
Jonathan heads the Disputes practice of Rajah & Tann’s highly regarded and top-ranked Employment & Benefits practice group. He represents and advises employers and C-Suite/management level employees and stakeholders in a wide spectrum of matters, from engaging with the Ministry of Manpower (“MOM”), Tripartite Alliance for Fair & Progressive Employment Practices (“TAFEP”) and the Central Provident Fund Board (“CPF”) in respect of offences, employee complaints and investigations, to defending against claims made under the Tripartite Alliance for Dispute Management (“TADM”) framework, hearings at the Employment Claims Tribunsl (“ECT”) and employment claims in the State Courts and High Court.
He enforces and rigourously litigates breaches of non-solicitation, non-competition clauses and confidentiality agreements, and disputes relating to breach of employment terms, constructive dismissal, breach of employee obligations of loyalty and fidelity, diversion of corporate opportunities, claw-back of salary, bonus, commissions and stock options.
Small and medium enterprises (SMEs) and Start-ups; Simplified Legal Solutions
Jonathan heads the firm’s Legal Basix practice which provides baseline and growth-stage legal advice, representation and documentation to businesses, from emerging enterprises, start-ups and SMEs to high growth companies by leveraging on the deep expertise and experience of Rajah & Tann’s many proven, industry-leading practice groups.
Transactions in which Jonathan has been involved in are as follows:
M&A, Investment / Shareholder Litigation
- Acted for the co-founder of a well-known nightlife and F&B conglomerate against its previous and existing directors; successfully secured judgement against the main holding company and successfully applied to the High Court and obtained leave to commence action against the group’s directors for breaches of their duties owed to the company pursuant to section 216A of the Companies Act.
- Acted for share purchaser in defending against allegations of purported breaches of the Share Purchase Agreement and various other claims made by the vendor plaintiffs in two separate High Court suits where the value of the transactions in dispute were in excess of S$34 million.
- Acted for the founder of ASX listed company in litigating against the unlawful actions of the chairman of the board of directors and remaining co-founder on issues relating to wrongful termination, breach of various management agreements and breach of director’s loan agreements.
- Acted for founders of a company in litigating against and successfully securing the exit of a co-founder for his various breaches of duties owed to the company and his failure to meet revenue targets; successfully defended against the co-founder’s baseless allegations of exclusion from management.
- Acted for a managing partner in a partnership dispute in litigating against the plaintiff who demanded equal rights and remuneration; successfully applied for the plaintiff to be cross-examined in the High Court, whereupon the plaintiff agreed to withdraw his claim.
- Acted for and advised founder shareholders in resisting efforts by a private equity fund in effecting changes to the investee company that were contrary to the management agreement and subscription agreement; negotiated exit of the private equity fund at a valuation below the fund’s initial investment.
- Acted for and advised a private equity fund as minority shareholders in successfully resisting oppressive actions of majority shareholders and hostile board of directors amidst allegations of fraud, breach of shareholders’ agreements and conspiracy - culminating in management buyout of majority shareholders in a regional healthcare provider.
- Acted for and advised a private equity fund as majority shareholders in the health care and clean technology sector in its multiple disputes spanning seven entities with its joint venture (“JV”) partners over issues such as the failure to provide financial information, the refusal to consent to the re-appointment of directors and breaches of the JV and management agreement.
- Acted for a company in successfully defeating a winding-up application brought by a minority investor by proving in court that the alleged debt was disputed and that the application was brought for a collateral purpose in bad faith; obtained costs against the minority shareholder.
- Advised bond issuers on allegations of conspiracy to defraud and misrepresentation relating to statements in the offering circular and eventual default on coupon payments.
- Successfully appealed to dismiss a minority shareholders’ application for further and better particulars which was held to be oppressive in nature and a fishing exercise against the majority shareholders.
- Acted for majority shareholders and board of directors in successfully prosecuting an ex-director and minority shareholder of the JV company for breach of his fiduciary duties, including generating fraudulent management accounts and failing to declare his conflicts of interest; successfully recovered damages from the minority shareholder and secured his exit.
- Acted for early stage minority shareholder investors against the majority shareholders and company’s founders over breaches of representations and warranties in investment agreement and intended Series B financing; successfully compelled majority shareholders to buy-out the minority at a significant price premium.
- Acted for majority shareholder investors in resisting allegations by disgruntled minority shareholder who alleged oppression and breach of his legitimate expectation of equal participation in the management of the company.
- Acted for minority shareholder and director to secure his exit and a full return on his investment from a company whose directors and majority shareholders had deliberately acted to prejudice the minority shareholders’ interests, including refusing to furnish financial information and holding management meetings to the minority shareholders’ exclusion.
Employment-related advisory and representation
- Advised the former President of a US$10 billion fund on Singapore law aspects in relation to his termination of employment from the fund.
- Advised an international law firm’s key management team in defending against allegations of constructive dismissal and unfair appraisal made by a senior lawyer passed over for partnership.
- Advised the board of directors and facilitated the termination of an investment fund’s managing director for his failure to perform, including failing to meet fund-raising milestones and other operational targets.
- Advised senior staff member in an international school in respect of disciplinary proceedings brought against him which were convened ultra vires and in breach of natural justice.
- Acted for a senior executive in private equity fund and commenced litigation against fund owner personally and the fund for various breaches of the compensation agreement; successfully secured settlement payments.
- Advised multinational companies in successfully terminating the employment of “C-Suite” level employees and securing full and final confidential settlement agreements, thereby removing litigation risk against the various client companies.
- Advised and represented a multinational company against a disgruntled ex-employee who had made unsubstantiated “whistle-blower” complaints to the company’s headquarters as well as to several statutory boards in Singapore. The complaints were eventually all dismissed.
- Represented various companies in dealing with complaints made to TADM and securing the discontinuation of such claims.
- Represented various companies in dealing with employment-related investigations by statutory bodies in Singapore, including allegations of failure to pay CPF and alleged unfair workplace practices.
- Acted for majority shareholder investors in removing and thereafter suing an ex-director and minority shareholder for wrongfully diverting business, theft of confidential information and trade secrets, and breaching his non-compete obligations under the employment and subscription agreement.
- Acted for a specialist engineering firm in successfully suing its competitors for inducing breach of contract in respect of its employees and being in knowing receipt of confidential information; secured agreement from competitor to pay damages.
- Successfully acted for a senior employee in ASX listed company in recovering damages and costs of nearly AUD$500,000 in dispute with company arising from company’s failure to abide by its employee stock option scheme; defended against allegations of breaches of fiduciary duty.
- Acted for SGX mainboard listed company in defending against ex-chief executive officer’s allegations of repudiation of employment agreement and breach of contract.
- Successfully obtained judgement and damages against ex-employee of an engineering firm who had breached his obligations of confidentiality owed to the firm by misusing confidential information and trade secrets of the firm.
General Corporate Litigation / Arbitration
- Defended franchisees against allegations of breach of a franchise agreement in a SIAC arbitration.
- Defended ex-directors of a company in liquidation against claims in excess of S$21 million brought by the liquidators.
- Acted for a JV partner against other partners in respect of their repudiatory breaches of an equipment lease agreement; claim amount in excess of S$2 million.
- Successfully defended a regional distributor against claims in excess of S$30 million for alleged breaches to an exclusive distributorship agreement.
- Successfully obtained damages and recovered costs of nearly S$1 million against a well-known paint manufacturer for the supply of defective paints to a sub-contractor.
- Successfully defended against two separate and consecutive summary judgment applications for breach of US$26 million and US$15 million contracts relating to the manufacture and delivery of vessels that spanned three High Court suits.
- Successfully acted for a bank’s senior vice-president in resisting investor’s allegations of fraud, negligence and misrepresentation in dispute over nearly US$5 million in investments.
- Successfully acted for an institutional investor in obtaining a confidential settlement against a private bank in a dispute over the misrepresentation of products purchased by the investor.
- Acted against a senior medical practitioner arising from complaints of professional negligence and misrepresentation; initiated legal proceedings and thereafter successfully obtained a confidential settlement.
- Acted for private companies and statutory boards in prosecuting and defending against allegations of breach of copyright and trade mark infringement.
- Acted for a well-known artiste in suing her music label for breach of contract and successfully recovering all the intellectual property rights to her songs.
Selected Reported Judgments
- Honey Secret Pte Ltd v Atlas Finefood Pte Ltd and others  SGHC 164
- Anti-Corrosion Pte. Ltd. v Berger Paints Singapore Pte. Ltd.  SGCA 57
- Chua Chian Ya v Music & Movements (S) Pte. Ltd.  SGCA 54
- Valentino Globe BV v Pacific Rim Industries Inc.  4 SGHC 150
- SIS Technologies Pte Ltd v Chan Beng Wai  SGHC 15
- OCM Opportunities Fund II, LP and Others v Burhan Uray  SGHC 115
Memberships / Directorships
- Board of Directors & Audit Committee Member, Singapore Examinations and Assessment Board (2013- Present)
- Board of Directors & Audit Committee Member, Civil Service College, Public Service Division, Prime Minister’s Office (2011-2013)
- Teaching Fellow, Singapore Institute of Legal Education (2007 – Present)
- Member, Anglo-Chinese School Old Boys’ Association Management Committee (2012 – Present)
- Member, Law Society of Singapore Inquiry Committee
- Member, Law Society of Singapore
- Member, Singapore Academy of Law
- “The Changing Landscape of Employment Regulations and Standards”, Rajah & Tann Client Update August 2017
- “Termination for Gross Misconduct – The Position in Singapore and the UK”, Rajah & Tann Client Update March 2017
- “Key Announcements from MOM’s Committee of Supply Speeches 2017 and Other Employment Updates”, Rajah & Tann Client Update March 2017
- “Employment Law – Key Changes to Take Note of in 2017”, Rajah & Tann Client Update January 2017
- “Uber Drivers and the Gig Economy – Determining the Employment Status of Workers”, Rajah & Tann Client Update December 2016
- “Misrepresentations During Pre-Contract Negotiations”, Rajah & Tann Client Update November 2016
- “The Employment Claims Tribunals – A Consolidated Forum for Salary Disputes”, Rajah & Tann Client Update August 2016
- “Responsible Retrenchment in Singapore – Revised Guidelines and Implications”, Rajah & Tann Client Update May 2016
- “Public Consultation on the Draft Mediation Bill”, Rajah & Tann Client Update April 2016
- “2016: A Manpower-lean and Productive Economy, with a strong Singaporean Core”, Rajah & Tann Client Update April 2016
- “Withholding Payment of Salary when Employees Breach their Duties; and calculating Loss of Future Profits for Diversion of Business”, Rajah & Tann Client Update February 2016
- “Proposed Employment Claims Tribunal”, Rajah & Tann Client Update February 2016
- “The Evolving Employment Landscape in Singapore – Looking Ahead to 2016”, Rajah & Tann Client Update January 2016
- “Grounds for Termination of Employment”, Rajah & Tann Client Update November 2015
- “Can Minority Shareholders veto proposals by refusing to attend meetings?”, Rajah & Tann Client Update July 2015
- “Proposed Amendments to the Employment Act”, Rajah & Tann Client Update July 2015
- “The Fair Consideration Framework—Ignore at your own peril”, Rajah & Tann Client Update July 2015
- “Employment Contracts: Can you protect your trade secrets and trade connections”, Rajah & Tann Client Update August 2014
- “Legal Issues relating to E-Commerce”, Chapter 7, LegaleSE, A Legal Handbook for Social Enterprises produced by the Law Society of Singapore, November 2013
- “An Integrated Approach to Preventing Alliance Disputes: An Ounce of Prevention is Worth a Ton of Armour”, Law Gazette, December 2005