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Mark Cheng

Co-Head, China-Related Investment Dispute Resolution
Deputy Head, Restructuring & Insolvency Practice

Practice Area:

Commercial Litigation and International Arbitration
China-Related Investment Dispute Resolution
Restructuring & Insolvency
Private Client/ Private Wealth

LLB (Hons) (National University of Singapore)
Advocate & Solicitor, Singapore
Solicitor, England & Wales (non-practising)

T +65 6232 0446
E mark.cheng@rajahtann.com

Mark specialises in complex commercial disputes, with particular emphasis on shareholders' and joint venture disputes, often with involving high stakes and cross-border elements. He also has a wealth experience in crisis management; working with and strategising for clients throughout the engagement.

Another of his areas of practice is in insolvency and restructuring, having advised debtors, creditors and insolvency practitioners.

Mark’s practice also includes advising high net worth individuals and families to address their succession and estate structuring and planning needs.

Mark was called to the Singapore Bar in 2002 and was admitted as a solicitor of the Supreme Court of England and Wales in 2009.

He has consistently been recognised by international legal directories. Recently, IFLR1000 (2021) recognised him as a highly regarded Restructuring & Insolvency lawyer, The Legal 500 Asia Pacific (2019) described him as “great strategic thinker”, and acknowledged as a Future Star by Benchmark Litigation (2019) for Insolvency and International Arbitration. Mark was also recognised by The Singapore Business Review as “Singapore’s 20 most influential 40 and under lawyers” (2015), as well as by the Global Restructuring Review as “40 of the world’s leading restructuring specialists, aged 40 and under”, “Future Star - Bankruptcy & Insolvency; International Arbitration” by Benchmark Litigation Asia-Pacific 2018/2019 and “Rising Star (Restructuring & Insolvency)” by International Financial Law Review 1000 (2018).

Experience
Dispute Resolution Practice – Commercial Litigation and Arbitration 

Mark has acted for clients in various domestic and cross-border commercial litigations and arbitrations. Mark has handled include banking disputes, shareholder/investment disputes, employment disputes as well as claims by and against his clients for breaches of fiduciary duties, fraud conspiracy and other corporate-related wrongdoings. He has also acted in domestic and international arbitrations with very substantive interests and amounts at stake.

Shareholders’ and Joint Venture Disputes 

Mark’s practice has successfully represented and advised many of his clients who are involved in highly acrimonious shareholders’ disputes with large amounts at stake. Many of these cases involve cross-border elements, involving complex issues of foreign law and the need to navigate local rules and regulations. 

  • Acted for a Singapore incorporated company in relation to its joint venture dispute, involving 2 shipyards in Zhoushan, Zhejiang China. The on-shore joint venture partners threatened to hijack the entire interests in the shipyards which would have resulted in losses in excess of US$150 million for the client. Worked closely together with our Shanghai representative office as well as local PRC counsel to conduct on-shore investigations and inquiries to obtain a better appreciation of the opposing parties’ profile, and to take steps taken to retain control over the shipyards. The matter was settled amicably.
  • Acting for a Singapore listed company in relation to a dispute over the ownership of a hospital located in China. The client had purchased a 75% indirect interest in the hospital, through a Hong Kong company. The opposing party took steps to hijack the entire hospital through fabrication of documents and a series of fraudulent litigations. Successfully obtained an award in excess of US$40 million against the opposing party before the Singapore International Arbitration Centre, which was enforced in Hong Kong, Taiwan and the PRC. He also worked closely with PRC counsel, as co-ordinating counsel and co-advisor to the client, to defend or prosecute (as the case may be) multiple litigations before the PRC Courts.
  • Acting for a Singapore listed company in relation to a dispute over a reverse-take-over of an on-shore company which was represented to have a coal-bed methane concession covering over 400 square kilometres and a 30 years coal mine gas extraction concession over 100 square kilometres, both in Hancheng, Shanxi China. The client commenced proceedings before the Singapore High Court against 23 defendants, with entities and individuals incorporated or based in Cayman Islands, British Virgin Islands, Paris, Hong Kong and China, alleging that they had made certain material and fraudulent misrepresentations on the information and value of the on-shore company.
  • Acted for a family of Chinese nationals in defending legal proceedings by a Singapore listed company. In the proceedings, it is alleged that the clients had conducted the business of its on-shore Chinese subsidiary in Longyan, Fujian China, in a fraudulent manner by inter alia creating fictitious receivables of around RMB700 million and misappropriating the funds of the group. After a protracted litigation, the matter was settled amicably with a good outcome to the clients.
  • Acting for the judicial managers of a Singapore holding company, which had significant assets and operations in China; it had more than 20 on-shore Chinese companies which owns and manages hospital and medical facilities in various parts of China, sells medical equipment and the provides professional medical services. The estimated value of the group’s assets was estimated to exceed RMB 1 billion. Shortly after a creditor applied to place the Singapore company under judicial management, one of the main perpetrators transferred the entire operating business in China to an entity owned or controlled by himself or his nominees. The judicial managers are working closely with the provisional liquidators of an intermediate holding Hong Kong company to reverse the transfers and recover the operating business. The same perpetrator, acting in concert with his accomplices, siphoned off significant funds through elaborately planned schemes to themselves or their nominees within China. The Judicial Managers commenced proceedings before the Singapore High Court to recover the siphoned funds from various defendants. The Singapore High Court issued its judgment in 2021, granting damages in excess of US$100 million; this includes as assessed liability in excess of US$60 million for fraudulent trading, probably the highest reported in Singapore.
  • Acting in a joint venture dispute between a client listed in the PRC and an Indian listed entity, both amongst the world’s leading and largest dye manufacturers. The dispute was amongst the first few cases coming before the Singapore International Commercial Court, with about a sum of USD2 billion in dispute. The complexity of the matter was compounded as the Court had to receive evidence on complex issues of chemistry and patent infringement, in deciding on the appropriate way to remedy the oppression. There were also complex issues of valuation methodology and principles.
  • One of his recent cases is reported as Winsta Holding Pte Ltd and another v Sim Poh Ping and others [2020] SGCA 35. The client, a Singapore listed entity, acquired a substantial stake invested in a hostel/hospitality group. However, they continued to repose trust in the original founder and his family and left them to run the business and operations. It was subsequently discovered that the family and their co-conspirators breached their fiduciary duties by diverting the group’s opportunities to their own corporate vehicles, and entering into interested part transactions with these corporate vehicles. The High Court found the defendants liable, and on appeal, the Court of Appeal substantially increased their liability.
Employment Disputes 

Mark’s dispute practice includes advising and acting for companies and individuals on employment related issues and disputes. He works closely with the human resources directors/legal counsel of several multi-national companies in dealing with their employment related issues, including termination of their employees’ employment for misconduct, misfeasance and breaches of duties, corporate restructurings and breaches of post-termination non-compete obligations; he is the sole legal advisor for some of these multi-national companies.

He has also acted for companies and liquidators of companies against their ex-employees and ex-directors for breaches of terms of their employment agreements, fiduciary duties and duties of fidelity.

Banking, Insolvency and Restructuring

He has acted for and continues to act for local and foreign financial institutions on banking issues and funds, including the enforcement of loan facilities and securities (local and cross border), advising on banking secrecy obligations, anti-money laundering regulations and general banking issues.

He has also acted and advised financial institutions and insolvency practitioners in several high profile insolvency restructurings involving SGX main-board listed companies. Mark was part of the team advising China Aviation Oil (Singapore) Corporation Limited in its debt restructuring exercise, involving over half a billion US dollars in debt, which is by far one of the largest successful debt restructuring exercises in Singapore’s history. He has advised insolvency practitioners in several major insolvencies, including advising bank lenders in contesting an application by Pacific Andes Resources Development Limited (the Singapore listed holding company of the China Fishery Group) to restructure its affairs in Singapore.

He was part of an international team of lawyers who successfully restructured offshore drilling contractor Seadrill. The group’s US$20 billion restructuring of contract and debt obligations comprised an amended Chapter 11 plan that followed a global settlement with major creditors in February 2018; a series of ring-fencing transactions to protect non-consolidated businesses from bankruptcy including in Brazil and Mexico; banking facility amendments; Bermudian provisional liquidation proceedings and schemes of arrangement; a Chapter 15 case; the recognition of the Chapter 11 in Bermuda; and out-of-court restructurings for four corporate sub-groups. The result was a much simplified corporate structure and over US$1 billion in new money for the Seadrill group, recoveries for all creditor constituencies and equity holders, and a resolution of US$1.8 billion in contingent liabilities from the construction of new drillships.

Recently, he advised a hospitality group, which was impacted by the COVID-Pandemic, to successfully restructure and turn-around their finances, business and operations.

Domestic and International Arbitrations

Mark has also acted in numerous domestic and international arbitrations, with substantial amounts or interests at stake.

Some of the arbitrations which Mark was involved in include:

  • SIAC Arbitration between 2 Taiwanese corporates and a Singapore company relating to their disputes arising from their joint venture in several solar power plants in Italy.
  • SIAC Arbitration between Singapore and Korean parties in relation to a construction dispute relating to a coal-powered power plant in Thailand.
  • SIAC Arbitration between 2 major Indonesian companies relating to their rights and obligations over a major resort enclave in Indonesia.
  • SIAC Arbitration involving a company listed on the Bombay Stock Exchange after a failed bid to acquire a majority stake in a Singapore corporation.
  • SIAC Arbitration involving a major contamination incident at a well known condominium in Singapore.
  • Various domestic and international arbitrations arising from allegations of breaches of contract.
Private Wealth

Mark has a keen interest and a developing practice in Private Client/Private Wealth Work. Through his 2 decades of experience in contentious as well as restructuring & insolvency engagements, he is well-placed to advise ultra-high net-worth clients and families to address their succession and estate structuring and planning needs.

His engagements include working with clients to re-domicile their family and themselves, and to take advantage of the more attractive tax regime in Singapore.

Memberships / Directorships
  • Member, Law Society of Singapore
  • Member, Singapore Academy of Law
  • Member, Association of Certified Fraud Examiners
  • Member, International Association of Restructuring, Insolvency and Bankruptcy Professionals
  • Associate, Insolvency Practitioner’s Association of Singapore
  • Member, INSOL International