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.

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.

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.

16Aug

The Ultimate Guide to Shareholder Agreements in Australia (2025)

by Joelon Fincher Commercial Law, Mergers & Acquisitions

The Ultimate Guide to Shareholder Agreements in Australia (2025)

In Australian corporate law, a Shareholder Agreement is a critical private contract that serves as a detailed blueprint for how a company is run and how the owners relate to one another. While the Corporations Act 2001 (Cth) and a company’s Constitution provide a basic legal framework, a Shareholder Agreement fills the crucial gaps, anticipating future challenges and providing clear, customised rules of engagement. It is an indispensable tool for protecting shareholder interests, ensuring stable governance, and preventing costly disputes.

8Aug

Australian Shareholder Agreements Explained: Key Clauses & Expert Answers

by Joelon Fincher Commercial Law, Mergers & Acquisitions

Australian Shareholder Agreements Explained: Key Clauses & Expert Answers

Starting a business with partners is exciting, but what happens when you inevitably disagree? A Shareholder Agreement is the single most important document for protecting your investment and your business relationships.

A shareholder agreement is a private contract between a company’s shareholders that outlines their rights, responsibilities, and the rules for managing the company. Think of it as a “business pre-nup” that sets the ground rules before any problems arise, ensuring clarity and a fair process for all parties involved.

25Jul

Prepare for Mediation: Understanding the Importance of Position Papers

by Fabian Hoffmann Litigation

The Position Paper in Mediation: A Strategic Guide to Persuasion and Resolution

In the landscape of dispute resolution, the journey from adversarial litigation to collaborative mediation requires a fundamental shift in strategy, communication, and mindset. At the vanguard of this transition is a critical, yet often misunderstood, document: the position paper. Known interchangeably as a mediation statement, mediation brief, or background note, its function is singular and strategic: to serve as the primary tool for initiating a productive, facilitated negotiation. This document is fundamentally different from court pleadings, which are designed for adversarial adjudication. The position paper is the first deliberate move in a negotiation, intended to persuade, inform, and guide all parties toward a mutually acceptable settlement.

24Jul

The Ultimate Guide to Finding the Perfect Building and Construction Lawyer

by Fabian Hoffmann Building and Construction Law, Litigation

In the Trenches of a Building Dispute? How to Find the Right Legal Partner

A construction project should be a source of progress and pride. But when things go wrong, it can quickly become a source of immense stress, financial strain, and sleepless nights. Whether you’re a homeowner staring at defective work, a contractor fighting to get paid, or a developer navigating a high-stakes contract, the feeling of being overwhelmed is universal.

15Jun

Technology contract disputes Australia: Key Takeaways from Austech v Oz Wide

by Fabian Hoffmann Commercial Law, IP & Tech Law, Litigation

In Australia, technology contract disputes have become increasingly common. Understanding how to navigate these disputes is essential for businesses involved in tech agreements.

The case of Austech Applications Pty Ltd v Oz Wide Trading Group Pty Ltd [2021] VCAT 345 offers valuable insights into the complexities of software development contracts, particularly when employing agile methodologies. This case underscores the importance of clear contractual terms and mutual understanding between developers and clients. It also highlights key risks in technology contract disputes in Australia, especially when parties fail to align project expectations with legal documentation.

3Jun

Navigating Legal Challenges in the Australian Market: A Guide for Asia-Pacific Companies

by Fabian Hoffmann International Trade Law

Introduction

Overview of the Australian Market

Australia boasts a robust and dynamic economy, characterized by a high degree of political stability and a strong regulatory framework. The nation’s economy is diverse, with key sectors including mining, agriculture, finance, healthcare, and technology. Australia’s strategic location in the Asia-Pacific region and its extensive network of Free Trade Agreements (FTAs) with major economies such as China, the United States, and ongoing discussions with the European Union further enhance its appeal as a lucrative market for international businesses.

Australia’s regulatory environment is stringent, with bodies like the Australian Securities and Investments Commission (ASIC) and the Australian Prudential Regulation Authority (APRA) playing critical roles in maintaining market integrity and consumer protection. Recent regulatory trends emphasize cybersecurity, operational resilience, and the enforcement of financial accountability, reflecting global shifts towards stricter compliance standards.

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