Director duties when a company is in financial distress
When a Singapore company enters financial distress, directors’ duties begin to shift. This article explains the creditor duty, wrongful trading risk, and the practical steps boards should consider early.
When Legal Protection Becomes Commercial Friction
The most commercially damaging legal advice is rarely obviously wrong. It is technically correct advice pushed too hard, in the wrong deal, at the wrong time – turning protection into friction for founders and business owners trying to get a transaction over the line.
Restrictive Covenants in Employment Contracts: What Singapore Employers and Employees Need to Know
A practitioner's guide to restrictive covenants in employment contracts — covering non-competition, non-solicitation, non-poaching, garden leave, and the pending MoM tripartite guidelines.
Why “Market Standard” Clauses Rarely Mean What Founders Think
"Market standard" is one of the most misunderstood phrases in startup contracts. Learn what founders often miss when signing term sheets and shareholders agreements — and how to protect yourself.
Storage (BESS) Contracts: What Business Owners Need to Know
As BESS deployments accelerate across Singapore's commercial and industrial sector, the contracts governing them are becoming longer, more complex, and more consequential. This article sets out what business owners need to understand before committing to an Energy Services Agreement — in plain language, without the legal jargon.
What Should Actually Be in a Shareholders' Agreement (and What Most Founders Miss)
A shareholders' agreement is one of the most important documents a company will ever sign — yet most founders only discover its gaps when something goes wrong. This post sets out what it should actually contain, and what is most commonly missed.
Participating vs Non-Participating Liquidation Preferences (and Why the Label Alone Is Misleading)
Participating and non-participating liquidation preferences can lead to very different exit outcomes, particularly in mid-range exits where structure matters more than headline valuation.
Liquidation Preferences Explained: Why Exit Value Is Not Shared Proportionately
Liquidation preferences determine who gets paid first on an exit, and why headline valuation does not always translate into proportionate returns.
Valuation Caps vs Discounts in Convertible Notes (and Why Founders Should be Aware of their Effect)
Valuation caps and discounts quietly shape how equity is allocated when a convertible note converts, often in ways founders only appreciate much later.
Drag-Along vs Tag-Along Rights: Control and Protection in Share Sales
Drag-along and tag-along rights quietly determine who controls a company sale, and who must follow once a deal is agreed.
Anti-Dilution Explained: Full Ratchet vs Weighted Average (and Why the Difference Matters)
Anti-dilution clauses are often overlooked at the start of a funding journey, but they shape outcomes most when valuations fall and leverage disappears.