Lionel Tay.jpg

Lionel Tay

Partner

Practice Area:

Restructuring & Insolvency
Fraud, Asset Recovery and Investigations

LLB (Hons, First Class), University of Birmingham
LLM Master of Laws, Gonville and Caius College, University of Cambridge
Advocate & Solicitor, Supreme Court of Singapore

T +65 6232 0422
E [email protected]

Lionel is a senior member of the Firm’s lauded Restructuring & Insolvency Practice Group, widely recognised by leading legal publications as the major Banking and Insolvency practice in Singapore. He has enjoyed over 25 years of active practice in major restructuring and insolvency work, banking, corporate and commercial litigation, garnering regular accolades from clients as well as fellow professionals and peers in the industry.

Lionel has been involved in many of the major insolvency cases in Singapore, representing creditors and corporate debtors, in matters ranging from the Barings debacle, the collapse of the $1.3 billion Armada Shipping Group, liquidation of the ITC Group Ltd, Electro Magnetics Limited (1992), Asia Paper and Pulp, the Prime Supermarket Group, Thakral Corporation, Lehman Brothers, MF Global as well as the recent highly publicised liquidation of the household lifestyle and fitness chain California Fitness. Lionel has also advised several offshore and gas companies in the recent spate of insolvencies and restructuring in this particularly volatile sector.

Lionel is often sought for his practical experience, in tandem with his legal expertise, to offer bespoke solutions on rescue and restructuring packages, judicial managements, schemes of arrangement and liquidation. Apart from working closely with in-house banking counsel, he also represented Mizuho Bank as one of a group of banks defrauded of more than $100 million in one of the largest banking fraud claims in Singapore. He regularly represents leading international accounting firms as well as a wide ranging portfolio of listed companies.

In addition, Lionel has advised on several high profile investigations into multi jurisdictional fraud, breach of corporate governance rules, advising on regulatory matters as well as instituting concurrent cross border asset recovery actions spanning multiple jurisdictions, with special focus in the Asian region.

Lionel has been recognised in several publications as a leading lawyer in insolvency, banking and commercial litigation as well as an authority on cross border asset tracing and investigations, including Asian Legal Business, Legal Who’s Who, Chambers Asia (2008, and each year thereafter to date), International Financial Review Law Review (2004 and each year thereafter to date), International Who’s Who (for both Insolvency as well as Investigations) 2011, 2012, 2013, 2014, 2015 and 2016, Asia Pacific Legal 500 (2005 to date), and Euromoney’s Banking Finance and Transactional Expert Guide (2013, 2014). Lionel has also been recognised amongst his peers as being one of the leading lawyers in Singapore in the latest editions of Singapore’s Best Lawyers 2013, 2014, 2015 and 2016. Lionel has been variously described in these publications as a “top litigator” who “interacts extremely well with clients” and “can always be relied on to provide first class legal advice and practical solutions.” He was also cited in Global Investigation Review for his investigation work with accounting firms.

Lionel was recognised as ASIAN-MENA External Counsel for 2013 in a survey of more than 20,000 in-house legal counsel within the Middle East and Asia, having been described as an “experienced litigator who is both humble and honest”.

Experience

Transactions of significance include acting for / on: 

  • KPMG on the investigations into the potential dissipation of assets by a listed company with subsidiaries in the region, including Malaysia, Thailand, Indonesia and China. Allegations include fabrication of fictitious invoices, phantom suppliers, wrongful use of company funds for related parties' benefit without proper or any disclosure, general mismanagement and breaches of directors' duties.
  • M/s Ferrier Hodgson in their liquidation and investigations into massive fraud perpetrated by Infocomm Limited arising from misrepresentations to OCBC Ltd to procure funding for phantom construction projects in the Philippines and Indonesia involving several million US dollars. This involved tracing of missing monies and further cross border tracing of directors' assets and the application to overseas jurisdictions for leave to examine directors.
  • UOB Ltd on misrepresentation claims as well as claims for the repayment of banking facilities granted to a listed company and its subsidiaries, amounting to more than US$17 million. The corporate debtor was involved in a shareholders' dispute with its parent company and the question is whether the assets which it holds can be the subject of enforcement proceedings or whether such assets belong to the parent company and therefore ought to be distributed to the listco's creditors in priority over the Bank's claim at subsidiary level.
  • UOB Ltd in a US$16 million claim against listed company EC-Asia International Limited, and advised the Bank in the restructuring process and eventual liquidation of the company, including the disposal of assets and the sale of its wholly owned subsidiaries. Several cross border issues arise, in terms of the liquidation of the listco’s assets as well as asset tracing.
  • Liquidators, M/s KPMG, in their efforts to recover, on behalf of a consortium of both local and offshore banks, more than US$40 million in missing equipment, machinery and other company assets that have been dissipated in jurisdictions as diverse as Indonesia, Malaysia, China and Madagascar. Investigations and asset tracing into the Kim Koon Group of Companies were conducted on behalf of OCBC and UOB Ltd respectively. Other bank creditors include DBS Ltd and MayBank.
  • EZ-Link/LTA in a multi-million dollar dispute with a number of public transport service providers involving allegations of improper use of public funds, differing interpretations and construction of contractual clauses with a potential financial exposure of several hundred million dollars for the losing party, as well as investigations into potential breaches of trust and claims on guarantees.
  • Liquidators of Ness Display Ltd, a Singapore company with associate and parent companies in the Caymans and Korea. Advised on the disposal of assets, including intellectual property rights arising from development of cutting edge technology which could result in the replacement of television screens, with organic based high definition, low energy consuming screens. Claims are in excess of US$75 million.
  • Mizuho Corporate Bank Ltd in relation to specific discovery and interrogatory applications against Asia Pacific Brewery Pte Ltd including applying for a copy of the PricewaterhouseCoopers Report setting out an overview of the internal controls and admin procedures which were in place at the time of the fraud committed by Chia Teck Leng. This claim would be the largest banking fraud trial in Singapore's history (based on the cumulative claims of the 4 Plaintiff Banks) where four banks were defrauded of more than US$100 million by the Asia Pacific Brewery chief financial manager, Chia Teck Leng.
  • M/s KPMG, the Judicial Managers of ITC, a multi million dollar business conglomerate with interests in Costa Rica, India and the United States, on arbitration proceedings instituted in the UK over the exact extent of the insolvent company's liabilities to a UK Bank, with cross claims to be resolved as well.
  • M/s PricewaterhouseCoopers in the restructuring of multi million dollar loans owed by MDR Limited (formerly ACCS Ltd) in respect of banking facilities granted by a consortium of banks.
  • M/s PricewaterhouseCoopers, special advisors appointed by Court, in their investigations into suspected wrongdoings and financial irregularities concerning the affairs of Zhongguo Jilong, Ltd, an investment holding company with several subsidiary companies in Shantung, China.
  • A consortium of banks to act in the restructuring of listed company Giken Sakata Limited, involving the restructuring of loans/facilities and concurrent exploration of a sale of assets or of the company as a going concern.
  • A mainboard listed company in its corporate restructuring involving debt buy-outs of more than US$50 million.
  • Various corporate litigation matters including contentious proceedings between the majority/minority shareholders of Turf City as well as various related shareholders' / directors' disputes.
  • Shareholders of Borden Company (Private) Limited, well known for the manufacture of Eagle Brand Medicated Oil in High Court proceedings involving allegations of oppression of minority shareholders’ rights.
  • The ex-director and CEO of Heshe Holdings Limited in court proceedings involving allegations of improper spending of company funds and claims for repayment of outstanding debts.
  • M/s KPMG in the successful debt buy-out and restructuring of homegrown confectionery chain Angie the Choice.
  • M/s PricewaterhouseCoopers in the receivership of Mt Emily Hotel as well as several other major property and hotel projects in liquidation including Duchess Crest and other parcels of land zoned for redevelopment.
  • UOB Ltd and M/s Chio Lim & Associates in the receivership of Poh Kong Chye Goldsmiths Pte Ltd.
  • M/s PricewaterhouseCoopers, the Receivers of Grandlink Square in various contentious issues arising from the management and lease of assets owned by the Company.
  • UOB Ltd, Standard Chartered Bank Limited and OCBC Ltd on mortgagee / banking claims.
  • Investors in the purchase of debts, assignment of receivables and assets arising out of the judicial management of Electro Magnetics Limited (1992).
  • Shareholders and directors of Meidi-Ya, one of Japan's leading supermarket chains set up in Singapore on various corporate advisory and litigation matters.
  • M/s KPMG, the liquidators of Thye Nam Loong and succeeded in a landmark Court of Appeal decision concerning the effects of non-registration of charges under section 131 of the Companies Act.
  • M/s KPMG, the receivers and managers of Siong Huat Shipyard against Hong Lam Marine Pte Ltd in a reported landmark Court of Appeal decision concerning the personal liabilities of a receiver and manager when adopting pre-existing contractual obligations of a company in receivership.
  • Special accountants in the successful debt restructuring and buy-out of the Prime Supermarket Group.
  • Singapore board of directors of the Thakral Group of Companies in the successful restructuring of Thakral Group.
  • M/s KPMG and DBS Ltd in the successful restructuring and hiving down of the Microelectronic Group of companies to a listed company.
  • PWC in their role as collecting agents for a consortium of major creditors in the Asia Pulp and Paper debt restructuring.
  • DBS, UOB, MayBank and Moscow Narodny Bank in the successful debt restructuring of public listed KLW Holdings Ltd (of which the furniture company and homegrown local retail favourite “Barang Barang” is one of its wholly owned subsidiaries).
  • Barings Japan in the Singapore High Court proceedings instituted for the purpose of taking evidence arising from the multiple claims between the various accounting firms involved in the Barings fiasco caused by rogue trader Nick Leeson.
  • Receivers and Managers of Hua Kok Precast Pte Ltd, a subsidiary of the Hua Kok International Group, UOB Ltd and OCBC Ltd in the successful restructuring and liquidation of assets.
  • M/s PricewaterhouseCoopers, the Judicial Managers of Excel Machine Tools Ltd in the successful restructuring and sale of the listed company’s assets in Singapore, Indonesia, China and Hungary.
  • M/s Deloitte & Touche, the liquidators of SINSOV Shipping Co Pte Ltd, in the management and sale of assets including the US$40million sale of SINSOV Building.
  • M/s KPMG in the re-structuring efforts of SAFE Superstore.
  • Several reported Court of Appeal and High Court decisions covering contentious banking law and insolvency related issues, including High Court/Court of Appeal decisions on classes of creditors allowed under Schemes of Arrangement (In the matter of Wah Yuen Pte Ltd), examination of directors of a liquidated company (Lion City Holdings Ltd), defending a bank against a claim arising from forged cheques (Ri Jong Son v DBS Ltd) apart from the several court hearings in the High Court/Court of Appeal relating to interlocutory proceedings instituted in the Asia Pacific Brewery case.
  • Armada Singapore Pte Ltd in the restructuring exercise and scheme of arrangement application involving debts of US$1.3 billion, one of the largest ever restructuring exercises undertaken for a corporate entity with major cross border implications arising from multi jurisdictional claims and disputes.
  • Red Dragon Pte Ltd, in its restructuring of various debts and liabilities in USD millions flowing from Indonesian and other cross border facilities.
  • Dressel Investment Funds in the cross border tracing of assets amounting to US$350 million arising from fraudulent mismanagement set up in various cities in Indonesia, including Bandung, Surabaya, Bali and Jakarta.
  • M/s KPMG, the liquidators appointed for the liquidation of Lehman Brothers in Singapore, involving the tracing and recovery of assets from multi jurisdictions for the benefit of creditors
  • MF Global Finance entities in Taiwan, successfully achieving the repatriation of more than US$30 million from Taiwan whilst negotiating with national authorities to ensure compliance with state and municipal laws whilst dealing with various competing claims from proprietary customers’ claims as well as unsecured creditors’ claims within the framework of the Taiwan insolvency regime
  • Soup Restaurant Limited in a High Court oppression action
  • First Engineering Limited on the successful restructuring and debt buy out.
  • Standard Chartered Bank in a recent High Court case involving disputes over Equity Landing Notes, Structured Notes and Derivatives
  • Various investigations into mismanagement, fraud and wrongful disposal of funds involving listed companies with interests and assets in China, working closely with the SGX and leading accounting firms on several high profile matters including the press covered cases of Advanced Modules Limited (involving complex fraud and round tripping to disguise the true nature of transactions), Zhonghui Ltd, and Sino-Environment Ltd.
  • The investigations into various allegations of wrongdoing concerning potential fraud and misrepresentation over the disbursement of financing in the sum of US$ 28.5 million by a leading European Bank to entities involved in the construction of retail shopping projects in Indonesia. Loans had been obtained to subscribe for shares in a Cayman Islands discretionary fund set up under a Shareholders' Agreement and the loan structure was designed specifically to channel funds from the Cayman entity through a Singapore vehicle on to an Indonesian entity to purchase an interest in a distressed construction project in Indonesia which was in default of a US$300 million loan.
  • Judicial managers and advised them on how to take control and manage assets in several jurisdictions throughout Asia, including China, advised on the setting up of protocols to prevent dissipation of assets in the sum of US$43 million, preserving the integrity of assets in Singapore and China, clawing back assets taken away wrongly by errant employees and uncovering board mismanagement and breaches of corporate governance.
  • The preparation of the audit and investigations into the various allegations of breach of trust, allegations of mismanagement and allegations of misappropriation of funds through the setting up of a conduit system of corporate vehicles by the leaders and management team of City Harvest Church, the subject of a high profile trial which has stretched over several years in the Singapore Courts.
  • A wide ranging portfolio of clients who require general advice and the drafting of corporate governance reports, including undertaking such projects for multinational corporations, pharmaceutical companies, financial institutions and companies with a multi-jurisdictional presence, focusing on crisis management, internal control and protocols to enhance best practices for corporate governance.
  • Liquidators of California Fitness, which involved the tracing of funds amounting to more than US$20 million and advising the liquidators on various industry wide issues such as reliance on letters of support from off shore companies and the consequences flowing from such reliance
  • Chinacast Education Corporation Ltd in the investigations into missing funds and cross border enforcement actions against parties suspected of siphoning funds of more than US$100 million
  • Punj Lloyd Pte Ltd and Sembawang Engineers and Constructors Pte Ltd, Singapore subsidiaries of India headquartered Punj Lloyd Limited in the restructuring and scheme of arrangement application involving debts of over US$200 million dollars and US$300 million respectively, successfully resisting applications by hostile creditors for various forms of interim relief against both companies spanning multiple jurisdictions
  • Judicial management of Environmental Holdings Ltd involving the sale of assets from various jurisdictions and advising the JMs on various cross border insolvency and restructuring issues arising from the proposed restructuring and sale of assets amounting to several million USD in the People’s Republic of China. In particular, advising the JMs on complex local and municipal regulatory issues, in conjunction with our Shanghai office, ensuring regulatory compliance at both state and national levels to ensure a proper and binding transfer of shares held in PRC entities.
  • Receivers and Managers of Serrano Holdings Pte Ltd, the wholly owned subsidiary of Serrano Holdings Limited, a company listed on the Catalist Board of the Singapore Exchange Securities Trading Limited, to take control and realise charged assets pursuant to a deed of debenture held by IFS Capital Limited, securing a debt of S$12.8 million which formed the subject matter of challenge from various parties and entities.
  • Liquidators of BSI Bank in the winding down of the corporate affairs and effecting the transfer of assets and business to a new corporate entity pursuant to the Singapore Government’s closing down of BSI for money laundering and other unlawful activities.
Reported Cases
  • Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and others and other suits [2006] 3 SLR(R) 441; [2006] SGHC 91
  • Lim Swee Khiang and another v Borden Co (Pte) Ltd and others [2005] 4 SLR(R) 141; [2005] SGHC 135 
  • Bayerische Hypo- und Vereinsbank AG v Asia Pacific Breweries (Singapore) Pte Ltd and other applications [2004] 4 SLR(R) 39; [2004] SGHC 155
  • Re Lion City Holdings Pte Ltd [2003] 3 SLR(R) 493; [2003] SGHC 43
  • Ow Chor Seng v Coutts Bank (Schweiz) AG [2002] 1 SLR(R) 380; [2002] SGHC 41
  • Wah Yuen Electrical Engineering Pte Ltd v Singapore Cables Manufacturers Pte Ltd [2002] SGHC 297
  • Ho Kon Kim v Lim Gek Kim Betsy and others and another appeal [2001] 3 SLR(R) 253; [2001] SGCA 67
  • Ho Kon Kim v Lim Gek Kim Betsy and others and another appeal [2001] 3 SLR(R) 220; [2001] SGCA 62
  • Development Bank of Singapore Ltd v Heng Holdings SEA (Pte) Ltd and others [2000] 1 SLR(R) 95; [2000] SGHC 7
  • Chew Kong Huat and others v Ricwil (Singapore) Pte Ltd [1999] 3 SLR(R) 1167; [1999] SGCA 90
  • Chin Yoke Choong Bobby and another v Hong Lam Marine Pte Ltd [1999] 3 SLR(R) 907; [1999] SGCA 81
  • Ng Wei Teck Michael and others v Oversea-Chinese Banking Corp Ltd [1998] 1 SLR(R) 778; [1998] SGCA 21
  • Ri Jong Son v Development Bank of Singapore Ltd [1998] 1 SLR(R) 824; [1998] SGHC 84
  • Mutu Jeras @ M Jeyaraj v Ming Arcade Pte Ltd & 2 Ors [1992] SGHC 192
Memberships / Directorships
  • Member, Law Society of Singapore
  • Member, Insolvency Committee, Law Society of Singapore
  • Member, Singapore Academy Of Law
  • Fellow of IPAS (Insolvency Practitioners Association of Singapore)
  • Delegate and member of INSOL
  • Director of ERGO Singapore Pte Ltd
Publications
  • Author of chapter on Schemes of Arrangement: An Overview of Some Practical Issues to be considered: Insolvency and Restructuring in Singapore (2003)
  • Co-authored ‘Law and Practice of Injunctions in Singapore’ published by Thomson / Sweet & Maxwell Asia
  • Author of CMS Anti-Bribery and Corruption Guide for Singapore and coordinating author for the regional guide covering ASEAN
  • Published article in SG Employment Module focusing on corruption and bribery in Singapore
  • Author of Cross Border Investigations and Asset Tracing for R&T Asia write up