4Aug

Auditor Liability in Singapore and Australia Compared

by Fabian Hoffmann Commercial Law

Auditor Scope of Duty: The US$2.6 Billion Limit on Professional Liability in Singapore and Australia

A negligent adviser does not answer for everything that follows from the advice. The limiting principle, drawn from the House of Lords decision in South Australia Asset Management Corporation v York Montague Ltd, is that an adviser who supplies information is responsible for the consequences of that information being wrong, not for every consequence of the course of action the client then takes. Where that limit belongs inside the structure of a negligence claim has never been settled across the common law world. On 16 July 2026 the Singapore Court of Appeal moved it.

For your company, the commercial stakes are high. A five-member Court of Appeal struck out a US$2.6 billion head of loss claimed against an auditor, and did so by relocating the limit out of the duty of care and into the ordinary contractual rule on remoteness of damage. If you engage auditors, valuers, or any professional adviser under a Singapore-law engagement, the question of what your adviser is exposed to is now argued in a different place, and pleaded differently. If you are the adviser, the same shift decides whether the largest head of loss against you survives a strike-out application.

29Jul

Singapore–Australia Essential Supplies Protocol

by Fabian Hoffmann Commercial Law, International Trade Law

Singapore–Australia Essential Supplies Protocol: Why the New Pact Will Not Rescue Your Supply Contract

On 27 July 2026, at the Singapore–Australia Joint Ministerial Committee in Adelaide, the two governments signed the Protocol on Economic Resilience and Essential Supplies, a new protocol to the Singapore–Australia Free Trade Agreement, alongside a separate Australia–Singapore Industrial Base Resiliency Arrangement covering defence supply chains. The headline is that essential goods, above all fuel, will keep flowing between the two countries during disruption. The detail is that both instruments bind governments to each other, not sellers to buyers, and the trade Protocol is a best-efforts commitment that has not yet entered into force.

For your company, the commercial stakes are high. If your supply chain runs through the Singapore–Australia corridor, the temptation is to treat this pact as a safety net and move on. That is a mistake. When a cargo is held at a port, a refinery diverts a shipment, or an export licence is refused, the document that decides who bears the loss is your contract, not the Protocol. The force majeure clause, the export-restriction wording, the Incoterm you selected and the law you chose will do all the real work. This article explains why, and what to check before the Protocol takes effect.

21Jul

Unfair Trading Practices Australia: New ACL Bans From 2027

by Fabian Hoffmann Commercial Law

Unfair Trading Practices: New ACL Prohibitions Target Dark Patterns, Drip Pricing and Subscription Traps in Australia

On 2 July 2026, the Australian Parliament passed the Competition and Consumer Amendment (Unfair Trading Practices) Bill 2026 without amendment. From 1 July 2027, the Australian Consumer Law (ACL) will prohibit unfair trading practices: conduct that manipulates a consumer, or unreasonably distorts the environment in which a consumer makes a decision, and causes or is likely to cause detriment. Alongside the general prohibition in new section 28B, the Act imposes specific disclosure duties for transaction-based charges (drip pricing) and a full lifecycle regime for subscription contracts.

For your company, the commercial stakes are high. The maximum penalty for a body corporate is the greater of $100 million, three times the benefit obtained, or 30 per cent of adjusted turnover during the breach period, applied per contravention. The Australian Competition and Consumer Commission (ACCC) named subscription traps and other dark patterns among its 2026-27 enforcement priorities five months before the Bill passed. A checkout flow, countdown timer or cancellation path that is lawful today becomes penalisable conduct on 1 July 2027.

19Jun

Unfair Trading Practices in Franchising: What the 2026 Reforms Mean for Dealers and Small Business

by Fabian Hoffmann Franchising Law

Unfair Trading Practices in Franchising: What the 2026 Reforms Mean for Dealers and Small Business

Unfair trading practices are commercial behaviours that exploit significant imbalances in bargaining power to cause detriment to the weaker party, even where the conduct falls short of fraud or misrepresentation. In franchise and dealership relationships, this most commonly takes the form of unilateral changes to the business model, short-notice termination without adequate compensation, and artificial time pressure designed to limit a franchisee’s ability to respond. The fundamental problem under existing Australian law is that courts have consistently held that commercially hard conduct of this kind does not necessarily satisfy the demanding threshold for statutory unconscionable conduct under the Australian Consumer Law (ACL). The Mercedes-Benz dealers litigation, which ran from 2021 to its final resolution by the High Court in November 2025, is the most significant illustration of that gap.

For your business, the commercial stakes are high. The Federal Government introduced the Competition and Consumer Amendment (Unfair Trading Practices) Bill 2026 into the House of Representatives on 1 April 2026, creating a new general prohibition on unfair trading practices that is deliberately designed to capture conduct that currently falls through the cracks of existing law. A separate consultation on extending those protections to small businesses and franchisees closes on 10 July 2026. Together, these reforms represent the most significant expansion of commercial protections in Australian consumer law in a generation.

In 2025, commercial arbitration has firmly replaced state litigation as the preferred battlefield for international business in Vietnam. But it is not without its traps.

This guide demystifies the process, breaks down the costs, and explains the landmark 2025 legal reforms that have fundamentally changed the game for foreign investors.

26May

The PPSA Trap – What German Exporters Must Know

by Fabian Hoffmann Commercial Law

Retention of Title in Australia: How the PPSA Exposes German Exporters to Total Asset Loss

Under the Personal Property Securities Act 2009 (Cth) (PPSA), a retention of title (RoT) clause in a contract for the sale of goods is treated as a security interest regardless of how it is expressed, regardless of whether German or any other foreign law governs the underlying supply contract, and regardless of whether the seller believes it retains legal ownership of the goods. Section 12 of the PPSA applies a substance-over-form test: if a transaction in substance secures payment or performance of an obligation, it constitutes a security interest and must be registered on the Personal Property Securities Register (PPSR) to be effective against third parties and in the buyer’s insolvency.

For your company, the commercial stakes are high: a German exporter that ships goods to an Australian buyer on standard Eigentumsvorbehalt (retention of title) terms, and does not register a financing statement on the PPSR within the required timeframe, will find that its security interest is unperfected. Under PPSA s 267, an unperfected security interest vests in the grantor immediately before the grantor enters administration or liquidation. Your goods become the property of the insolvent estate. You are left as an unsecured creditor, competing with all other creditors for whatever distribution the liquidator achieves.

8Mar

Arbitration Finality: Protecting Your Award from Arbitrator Overreach in Singapore

by Fabian Hoffmann International Arbitration

Arbitration Finality: Protecting Your Award from Arbitrator Overreach in Singapore

Arbitration is chosen by commercial parties primarily for its promise of a final, binding resolution. However, a significant risk arises when a tribunal attempts to “correct” or “revisit” a decision after it has already been rendered. Under Singapore law, once an arbitrator delivers a final award, they are functus officio, which means their authority over the dispute is extinguished. Any attempt to reverse or substantively alter that award is not just an error; it is a legal nullity.

For your company, the commercial stakes are high. If a tribunal oversteps its mandate by trying to issue a “second version” of an award, the resulting legal limbo can stall enforcement and lead to expensive set-aside proceedings in the High Court. Understanding these limits is essential for ensuring that when you win an arbitration, the win stays won, and the tribunal does not inadvertently open a “back door” for your opponent to re-litigate settled issues.

8Mar

Arbitration Agreement Enforcement Singapore

by Fabian Hoffmann International Arbitration

Arbitration Agreement Enforcement Singapore: Stop the Drift and Protect Your Right to Arbitrate

In commercial law, the right to arbitrate is often treated as an absolute shield. However, Singapore’s courts have recently clarified that this shield is surprisingly fragile. When a dispute escalates, a company that drifts into court proceedings, even for tactical reasons, risks a finding of repudiation or waiver. If your opponent “accepts” this conduct, your arbitration clause becomes legally inoperative, forcing you into a public, costly, and potentially unfavorable litigation process you never intended to join.

The “why now” is a matter of commercial survival. Recent rulings, such as the Court of Appeal’s decision in Marty Limited v Hualon Corp, demonstrate that even a single summary judgment application or a failure to pay mediation fees can constitute a “point of no return.” For directors and GCs, understanding the specific triggers that render an arbitration agreement inoperative is critical to maintaining the procedural advantages, including confidentiality, speed, and technical expertise, that your business originally bargained for.

13Feb

How Singapore Businesses Can Capitalize on New Incentives for Expansion to Australia and Europe

by Fabian Hoffmann Commercial Law

Budget 2026 Market Readiness Assistance: How Singapore Businesses Can Capitalize on New Incentives for Expansion to Australia and Europe

The Singapore Budget 2026 marks a pivotal shift for local enterprises ready to scale internationally. With the government’s “refreshed economic strategy,” the financial barriers to entering high-value markets like Australia and Germany have been significantly lowered. For businesses that have previously hesitated due to high setup costs, these enhanced grants and tax deductions provide a time-sensitive window to capture global market share.

In 2025, commercial arbitration has firmly replaced state litigation as the preferred battlefield for international business in Vietnam. But it is not without its traps.

This guide demystifies the process, breaks down the costs, and explains the landmark 2025 legal reforms that have fundamentally changed the game for foreign investors.

As specialists in the Singapore-Australia-Germany legal corridor, we see this as the most aggressive support framework in a decade. Whether you are leveraging SAFTA for Australian market entry or utilizing EUSFTA as a gateway to Europe via Germany, acting now ensures your company benefits from maximum co-funding before these temporary “booster” periods conclude.

21Jan

How European Cybersecurity Laws affect your digital product

by Fabian Hoffmann IP & Tech Law

How European Cybersecurity Laws affect your digital product

The European market offers huge opportunities for software and connected devices—but new rules are coming that will affect all products sold to EU customers. The Cyber Resilience Act, which will fully apply in 2027, will require manufacturers, importers, and distributors to plan cybersecurity from the very start, build secure products, and manage vulnerabilities throughout the product lifecycle.

Even though the Act is not yet in force, companies should start preparing now. Product development and update cycles can be lengthy, and aligning design, risk management, and documentation with CRA requirements early helps avoid last-minute compliance challenges. This will also ensure smoother market entry, reduce the risk of costly redesigns, and give your company a head start with European customers before the regulation takes effect.

2Jan

Vietnam Arbitration

by Fabian Hoffmann International Arbitration

Doing Business in Vietnam: The Executive’s Guide to Commercial Arbitration (2026 Edition)

For foreign investors, Vietnam is a land of immense opportunity—and distinct legal nuances. As your business scales, so does the complexity of your contracts. When a partnership sours or a construction project stalls, the venue you choose to resolve that dispute can determine whether you recover your millions or spend years in legal limbo.

In 2025, commercial arbitration has firmly replaced state litigation as the preferred battlefield for international business in Vietnam. But it is not without its traps.

This guide demystifies the process, breaks down the costs, and explains the landmark 2025 legal reforms that have fundamentally changed the game for foreign investors.