In cross-border insolvency, there are two contrasting approaches. On the one hand, there is the territorial approach, focused primarily on the interest of the local creditors. On the other, there is the universal approach, where one court leads the administration of the insolvency proceedings, and other courts cooperate with the main action. For the universal approach, the centre of main interest (“COMI”) test is pivotal to determining whether the court in question has the authority to collect and deal with all assets of the debtor. In Singapore, the universal approach has been adopted. Singapore’s position is that its courts retain the inherent discretion to render assistance to foreign winding-up proceedings where appropriate.
An increasing number of iconic home-grown listed companies are acquired by foreign firms such as Raffles Hotel, Robinsons department store, Asia Pacific Breweries, and Fraser & Neave. The trend has raised public concerns of whether the government, should do more to protect local brands in Singapore. This leads to the question of whether no-frustration rule should be abolished from the Singapore Code on Takeovers and Mergers to allow the target board to erect defensive measures to frustrate the bid. In particular, whether the Delaware position in the United States should be adopted instead. Delaware is chosen as a comparator for this paper as the majority of companies listed in NASDAQ and NYSE are incorporated in Delaware.