Dentons Rodyk Dialogue 2025

Introduction

How can Singapore maintain its position as an international financial centre amidst the challenges to its capital markets? What long-term strategies can capital markets stakeholders adopt to survive and thrive? How will blockchain, distributed ledger technology and artificial intelligence (AI) affect the dynamics between regulator, issuer and investor, and how should regulators adapt to changing technology?

These were just a few of the key questions discussed at the 2025 Dentons Rodyk Dialogue – the ninth consecutive iteration of the landmark event organised in collaboration between Dentons Rodyk and the Singapore Management University (SMU) Yong Pung How School of Law's (YPHSL) Centre for Commercial Law in Asia. The cross-disciplinary focus of the Dialogue was particularly pertinent for this year's theme: "The Future of Capital Markets: Navigating Change in Singapore and Beyond".

The featured speakers of this year's Dialogue were Keynote Speaker Mr Piyush Gupta (Chairman, SMU; Former CEO of DBS); Mr Pol de Win (senior Managing Director, Head of Global Sales and Origination, SGX Group), and Associate Professor Aurelio Gurrea-MartÍnez (Associate Professor of Law, SMU YPHSL). They were joined by Professor Wan Wai Yee (AGC-Legal Service Academy) and Dentons Rodyk Senior Partner Mr Hsu Li Chuan (Corporate Practice Group, Co-Head of Fintech/Blockchain Practice and Regional Practice) in the lively panel discussion moderated by Dentons Rodyk Senior Partner Mr Nicholas Chong (Corporate Practice Group, Co-Head of Capital Markets Practice).

Professor Alan Chan (Provost, SMU) and Mr Gerald Singham (Global Vice-Chair and ASEAN CEO, Dentons Rodyk) each delivered their welcome remarks.

Professor Chan set the stage for the Dialogue and discussed the profound changes that capital markets were undergoing globally. He highlighted the slowing of traditional capital markets, and the need for Singapore to consider legal, institutional and market reforms it would have to undertake to enhance its competitiveness and maintain its position as a global financial hub (part of which was already ongoing through the work of the Monetary Authority of Singapore (MAS)).

Meanwhile, Mr Singham spoke about the uncertainty and mounting pressures introduced by the transformation of capital markets but emphasised that the challenges of today presented the opportunities of tomorrow. He highlighted the measures taken by the MAS and the Singapore Exchange (SGX) to revitalise the SGX and position Singapore as the premier destination for investors worldwide. He emphasised that the speakers of this year's Dialogue represented thought leaders of industry, academia, and law, and were well placed to discuss the strategies that all stakeholders can consider in an uncertain future.

Redefining the battleground

Mr Piyush Gupta noted that while there was a modest rebound in real estate investment trusts, derivatives, commodities, foreign exchange, and interest rate products, Singapore's equity listings remain subdued, with initial public offering (IPO) volumes in 2024 trailing regional peers in Southeast Asia. Singapore's underperformance may be attributed to limited growth opportunities compared to other markets, with onerous compliance costs and lower valuation potential. He also touched on fundamental structural challenges in the country, including a shortage of IPO-ready companies and difficulties in attracting international listings.

In a call to action, Mr Gupta challenged stakeholders to rethink how Singapore can build a competitive edge in capital markets, not by following legacy models, but by redefining the battleground through technology. Drawing on DBS's digital transformation journey, he argued that technology, such as smart contracts, programmable money, and generative AI (Gen AI) were not just tools, but also possibly the future architecture of trust, disclosure, and enforcement in Singapore's capital markets.

Mr Gupta's proposed engaging more in technology that offers transformative potential in automating regulatory processes, streamlining prospectus reviews, and enhancing market transparency. For example, Gen AI may be used to relieve the burden of reviewing and automating a vast number of documents, while blockchains can introduce transparency by design, enabling real-time oversight and embedding trust directly into market infrastructure. These innovations will hopefully have the potential to reposition Singapore as a trusted, efficient, and globally competitive hub for capital markets.

Closing his address, Mr Gupta asserted that Singapore is "small enough to deliver, and big enough to act." To capitalise on shifting global headwinds, Singapore must act swiftly to explore and implement technology solutions, not merely as cost saving measures but to transform how global capital markets operate. This evolution would demand a parallel strengthening of legal frameworks, particularly around settlement finality, digital title, interoperability, and cybersecurity, which are all areas critical to enabling trust and scalability in Singapore's tech-driven financial ecosystem.

Navigating the future of Singapore capital markets

Our industry speaker, Mr Pol de Win, observed that, at both national and business levels, Singapore is propelled by a mentality of a continuous improvement. Likewise, notwithstanding the current standing of Singapore's stock market, there remains considerable room for growth. He emphasised that the challenges facing the SGX are not isolated but reflect broader questions about Singapore's ambition and identity as a global financial hub.

Singapore's position as a leading trade hub in Asia and a convergence point for Eastern and Western investment underpins its optimistic outlook. According to Mr de Win, the maturity and scale of regional companies provide a strong foundation for tapping permanent capital markets. However, he cautioned that there are risks if key issues are not addressed. To that end, he identified two strategic priorities: ensuring sufficient market liquidity and keeping up with the global financial infrastructure.

Mr de Win shared several measures announced by the Equity Markets Review Group on 21 February 2025, including the formation of a S$5 billion Equity Market Development Programme Fund targeted at small and mid-cap markets, tax incentives to attract listings, and a decisive shift to a more disclosure-based regulatory regime. Such regulatory reforms seek to simplify the listing process and adopt a more pragmatic, common-sense approach to listings, moving away from less meaningful checklists. These are intended to enhance the competitiveness of Singapore's equities market, particularly against markets in the United States and Europe. He noted that the Equity Markets Review Group is making strong progress and is expected to complete its recommendations in the coming months.

Looking further ahead, Mr de Win circled back to his second strategic priority, highlighting the importance of keeping pace with the global financial infrastructure. He pointed to innovations such as 24/7 cryptocurrency trading, which are reshaping market expectations and triggering evolutions in the financial ecosystem (as seen by NASDAQ's move to 24/5 trading). Singapore thus has to evolve accordingly and find a way to differentiate itself globally in order to maintain a competitive edge.

Mr de Win concluded that the outlook is promising but success will depend on the ability of all stakeholders to deliver on these ambitions.

Strengthening the international competitiveness of Singapore's capital markets

Associate Professor Aurelio Gurrea-Martínez introduced his academic paper – Strengthening the International Competitiveness of Capital Markets: Global Insights and Local Strategies, analysing the conundrum from both supply-side and demand-side perspectives. On the supply-side, the low number of listings could be attributed to low valuations, coupled with more attractive fundraising alternatives (both local and international). For the demand-side, low liquidity, and a broader array of investment opportunities (both local and international) deterred investor participation.

Central to Assoc Prof Gurrea-MartÍnez's analysis of reforms was the theme of investor confidence – an increase in investor trust would drive participation which, in turn, would attract more issuers. To build investor confidence, he emphasised the need for a strong investor protection framework (particularly for public investors and minority shareholders). He observed that while Singapore has a robust corporate governance regime anchored by strong institutions that support enforcement, many of the rules were designed for companies without a controlling shareholder – an assumption that does not align with the realities of Singapore's corporate landscape where companies with controlling shareholders are prevalent.

To address this mismatch, Assoc Prof Gurrea-Martínez considered (i) rethinking the system for appointment and removal of both independent directors and auditors, (ii) rethinking takeover regulation, particularly the non-frustration rule and the mandatory bid rule, (iii) revitalising the derivative action, and (iv) implementing and facilitating class actions. Assoc Prof Gurrea-MartÍnez also considered additional potential reforms such as: (i) liberalising dual-class share structures for SGX Mainboard and Catalist, (ii) tax benefits of equity, (iii) strengthening the venture capital ecosystem, and (iv) improving access to capital markets.

In closing, Assoc Prof Gurrea-Martínez assessed Singapore's financial system against the core functions of a financial system. While he acknowledged that there is room for improvement, he underscored that Singapore does not face any systemic deficiencies in its capital market infrastructure.

Shaping the future of Singapore capital markets

Mr Nicholas Chong moderated the intriguing panel discussion this year, which began with a discussion on whether structural changes can and should be made to allow greater access to public markets by private investors. Associate Professor Gurrea-MartÍnez proposed that bridging the gap between public and private markets would increase liquidity and that this could be achieved through expanding the definition of an 'accredited investor' under Singapore's existing legislation. In his research, he also alluded to safeguards which would have to be introduced if retail investors were to be provided access to private markets, which could result in the distinction between public and private markets blurring over time.

Professor Wan Wai Yee spoke, in her personal capacity, about the existing framework of public offering of securities being premised on the sharp distinction between accredited investors, institutional investors and retail investors. Professor Wan highlighted that Gen AI may be a tool that bridges the gap of assumed knowledge between different categories of investors. Mr Piyush Gupta drew on the experience of DBS in launching a digital exchange to emphasise that any safeguards introduced by regulation must evolve and keep pace with global competitors. Mr Pol de Win highlighted that bonds were inherently less liquid, which may pose a challenge to retail investors and their risk management profiles. The panel also discussed issues arising from the use of dual-class shares in Singapore.

The next topic discussed was driving liquidity and market access in Singapore. Assoc Prof Gurrea-Martínez emphasised the importance of a facilitative regulatory environment to build trust. Another means of attracting investors without compromising stability was also raised by Mr Chong, that is, the proposal by the MAS to facilitate pre-IPO funding. To this, Professor Wan discussed the traditional role of the prospectus, which would have to evolve for emerging products like pre-IPO funds. Mr de Win outlined the importance of incremental changes to accommodate for alternative asset types in capital markets. Mr Gupta responded to this by reference to DBS' experience with a broad range of alternative products – to Mr Gupta, a broad range of products could be helpful for cross-asset liquidity and create a more attractive investment ecosystem in Singapore.

The panel then discussed the market shifts arising from AI-driven developments, as well as blockchain and tokenisation in public capital markets. Professor Wan highlighted the conundrum that immutability was what characterised distributed ledger technology, but that this immutability was at odds with rectification in the event of fraud or misconduct which was feasible in a permissioned, but not permissionless, blockchain. Mr Hsu Li Chuan provided his practice-oriented view that current technological shifts required a re-thinking of traditional legal relationships and risk allocation. On the issue of the balance between innovation and regulation, Mr Gupta stated his belief that overregulation would be disadvantageous if it meant missing out on opportunities that the rest of the world was more facilitative of. Mr Hsu cautioned against knee jerk reactions from regulators. The panel then discussed the use and regulation of AI technology both from the perspective of issuers as well as investors. Lastly, the panel discussed emerging regional companies and the attractiveness of Singapore as an investment destination for them.

Conclusion

This year's Dentons Rodyk Dialogue focussed on the timely issue of evolving capital markets in Singapore, which is not only limited to Singapore but also worldwide. The cross-disciplinary insights provided an illuminating lens through which to see current challenges as opportunities for the future. As was clear from the discussion, it is key for all stakeholders to remain adaptable in this time of change and think out of the box in order be able to effectively future-proof; it is only through this that Singapore will preserve its position as an international financial centre in time to come.

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