[World Corporate Law News] MAS Revises Singapore Take-Over and Merger Code
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- Last Updated on 22 June, 2026
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Editorial Team – [2026] 187 taxmann.com 653 (Article)
World Corporate Law News provides a weekly snapshot of corporate law developments from around the globe. Here’s a glimpse of the key corporate law update this week.
1. SECURITIES LAW
1.1 MAS amends the SinS LAWgapore Code on Take-Overs and Mergers
On June 16, 2026, the Monetary Authority of Singapore (MAS), on the advice of the Securities Industry Council (SIC or the Council), issued a revised Code on Take-overs and Mergers (the Code). The amendments to the Code aim to protect the competitive process for takeover and merger transactions, improve the certainty and timeliness of schemes of arrangement, and enhance disclosures to investors and shareholders. The amendments take effect on July 16, 2026.
The Key Changes include:
(a) Deal protection measures
The Council will strengthen Rule 13 of the Code to reduce the anti-competitive effects of deal protection measures commonly used in Singapore. These enhancements take into account feedback received, and include:
- Capping the total break fees payable by an offeree company at no more than 1% of its value.
- Requiring the offeree board and its financial adviser to explain in submission to the Council why the break fee is in the best interests of shareholders.
- Guiding when exclusivity given by the offeree board to an offeror may be anti-competitive. The Council may require remedial action if such arrangements deter competing offers.
(b) Schemes of arrangement
A meeting to approve the scheme of arrangement must be held within 6 months of its announcement. Both the offeror and the offeree company must take all necessary steps to ensure the scheme is effective without delay once shareholders have approved it.
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