Thomas is a Partner based in Clyde & Co’s Singapore office. He leads the Corporate and Employment Practices in Singapore with a focus on regional M&A (including VC and PE), insurance and TMT regulatory matters, corporate finance and employment matters. He also leads the Corporate Secretarial practices in Asia.
He is admitted as a solicitor in both Singapore and England & Wales.
Corporate Transactional (M&A, VC and PE)
Thomas is active on cross border corporate and private equity / venture capital transactions across South East Asia and China and works for a wide range of clients with a particular focus on the Technology, Education, Private Equity / Venture Capital, Marine, Insurance and Healthcare sectors.
Often working across multiple jurisdictions, Thomas advises on a full range of corporate transactions with a particular focus on complex mergers and acquisitions, venture capital, private equity, trade sales and competitive bids, joint ventures, corporate restructuring and financing. He has advised clients on significant high-profile asset and business acquisitions and disposals, and innovative operating and financing arrangements. He also has significant experience in representing owners and operators of vessels and other maritime and offshore interests. He has acted for regional governments and governmental bodies, state-owned enterprises and multinationals on significant M&A transactions, privatisations and regulatory matters.
Thomas is described in Legal 500 APAC as “a leading individual”, who is "extremely prompt and responsive" with "astounding legal knowledge" and is "genuinely interested in developing long term relationships with clients".
Regulatory (Insurance and TMT)
Thomas has extensive experience advising insurance and (re)insurers intermediaries and technology companies, such as e-payment providers, cryptocurrency exchanges, token issues and FinTech companies, on business establishment and licensing, acquisitions and disposals, portfolio transfers, outsourcing arrangements, cross-border business structures and regulatory compliance, in Asia Pacific.
Thomas is recommended by Legal 500 APAC 2022 (Singapore – Firms to Watch: TMT: Foreign Firms) and is described as one of the key practitioners, who is “increasingly handling complex mandates relating to data protection and cybersecurity, fintech, and technology procurement and regulation”.
Employment, Immigration & Pensions / Data Protection and GDPR
Thomas leads the Employment, Immigration & Pensions practice in Singapore. As a key member of the global employment practice group, Thomas regularly advises on a wide range of non-contentious employment and immigration matters, including the reviewing and drafting of employment and service agreements and severance packages, establishment of complex incentivisation schemes for senior executives, team moves, enforceability of restrictive covenants and advising on Singapore laws and regulations in the area of employment, immigration and industrial relations.
He additionally leads the Corporate Secretarial practice in Singapore and Hong Kong, which encompasses company administration and general corporate compliance issues, including corporate secretarial, data protection and anti-bribery & corruption.
Thomas is described in Legal 500 APAC as being “very well-known in the employment space” and easy to be “approached in Singapore to sort out [clients’] employment matters globally”.
Experience
Corporate Transactional
Acted for Jacobs Holding AG, an investment firm, in respect of the acquisition of the Cognita group of schools from KKR & Co. L.P. Cognita operates more than 70 schools across 8 countries, including Singapore, Thailand, Hong Kong, Vietnam, Spain, Brazil, Chile and the UK. This was the largest education M&A transaction globally since 2010.
Acting for a global cryptocurrency exchange in its acquisitions and investments across South East Asia and Africa.
Advising a world-leading FinTech company in respect of its 100% acquisition of a US based holding company of a crypto exchange network with operations in Latin American, including in Argentina, Chile, Uruguay, Paraguay etc.
Advising KinderCare Education (formerly Knowledge Universe) in its investments in South East Asia, including Odyssey, Pat's Schoolhouse and Learning Vision.
Acted for a private-equity backed global private schools group in its acquisition of international schools in South East Asia, including Vietnam, Thailand and Singapore.
Acting for a private-equity international private schools group in its acquisition of K-12 schools in South East Asia, including Philippines and Malaysia.
Acted for a venture capital arm of a listed South Korean electronics conglomerate firm in its US$ 300 million investment in a Cayman-Islands fund focussed on AI-based technology in South East Asia.
Advising the venture capital arm of a Chinese state-owned financial services enterprise in its US$ 130 million investment in a BVI fund focussed on financial services start-ups in South East Asia.
Acted for the investment arm of the Economic Development Board of Singapore in its healthcare investments and divestments across South East Asia.
Advising Biomedical Sciences Investment Fund, the biomedical sciences arm of the Economic Development Board of Singapore, in its biotech investments and divestments across South East Asia.Acted for JAFCO Investment (Asia Pacific) Ltd in its private equity investments across South East Asia.
Acted for Shenzhen Qianhai Financial Holdings Co. Ltd and Shenzhen Investment Holdings Co. Ltd. in its planned acquisition of 100% of the shares in ACR Capital Holdings Pte. Ltd. from its major shareholders, being 3i Group plc (and affiliates), Khazanah Nasional Berhad, Temasek Holdings (Private) Limited and Marubeni Corporation for US$1 billion
Acted for Liberty House group on its bid to acquire Tata Steel's UK assets for GBP100 million.
Acted for Mitsui & Co Ltd. in the acquisition of a 30% stake in Integrated Healthcare Holdings Sdn Bhd via a combination of subscription for new shares and acquisition of shares from Khazanah Nasional Berhad, for an aggregate consideration of RM3.3 billion.
Acted for a listed Thai conglomerate in relation to the structuring and the management of certain education assets in Thailand (including sale and leaseback arrangements).
Acted for a listed property developer in Thailand in relation to the construction of education facilities on a build-to-suit basis in Bangkok, together with a long-term lease to a UK international operator.
Employment and Immigration: Advised and assisted on a range of non-contentious employment and immigration matters including:
Reviewing and drafting of employment and service agreements (including termination letters, warning letters, ex-gratia payment and waiver letters, and severance packages).
Establishment of complex incentivisation schemes for senior executives (including shadow share option schemes, performance-related bonus schemes, golden hellos and parachutes, and other similar arrangements).
Advising on applications for employment and dependants’ passes and immigration matters, termination of employment, summary, wrongful, unfair and constructive dismissals, enforceability of restrictive covenants, statutory protection of employees covered by the Singapore Employment Act and statutory protection of pregnant employees and maternity benefits.
Reviewing policies, rules, by-laws and procedures of multinational corporations from a Singapore corporate, employment, safety, health and immigration law perspective.
Advising on Singapore laws and regulations in the area of employment, immigration and industrial relations (including but not limited to transfer of employees pursuant to a business restructuring or business sale, re-employment of older workers, the Fair Consideration Framework, unfair dismissal and the Mandatory Retrenchment Notification), and safety and health which imposes mandatory obligations on a corporate employer in Singapore, and assisting clients in appeals on any breaches of such Singapore laws and regulations.
Corporate Compliance, Secretarial and Administration: Advised and assisted on a range of matters relating to corporate re-organisations, capital restructuring, capital reductions and company administration including:
Incorporation and registration of different vehicles in Singapore;
Drafting and reviewing of constitutional documents and directors’ and members’ resolutions;
Being appointed as company secretary of at least 200 companies (both public and private) (e.g. The Islamic Bank of Asia Limited);
Maintenance of company records and statutory compliance issues; and
Attendance at board meetings.
