Chapter 15 of the U.S. Bankruptcy Code is the U.S. domestic adoption of the UNCITRAL Model Law on Cross-Border Insolvency (1997) (“UNCITRAL Model Law“). One of its most important goals is to promote cooperation and communication between U.S. courts and parties of interest with foreign courts and parties of interest in cross-border cases.
Chapter 15 operates as the principal door of a foreign representative to the federal and state courts of the U.S. Once recognised, a foreign representative is empowered to seek additional relief from the bankruptcy court (or from other state and federal courts) including regarding any property of the foreign debtor located in the United States.
In a recent decision by the Bankruptcy Court for the District of New Jersey (“Bankruptcy Court”), In Re: Wayne Burt Pte. Ltd. (In Liquidation), No. 24-19956 (MBK), Docket No. 42 (Bankr. D.N.J. Dec. 6, 2024), Judge Kaplan took the view that recognising and enforcing a Singapore court order made in a Singapore-based liquidation was appropriate under §§ 1521 or 1507 of the Bankruptcy Code or the principles of international comity.
In doing so, the Bankruptcy Court made several observations on the similarity of Singapore’s insolvency regime (in force at the time) to the U.S.’s own bankruptcy laws, which this article aims to unpack[1].
Brief Summary of Relevant Litigation
Proceedings in Singapore
The company in question, Wayne Burt Pte Ltd (“Wayne Burt“), is a Singapore incorporated company. It was wound up by order of the Singapore High Court on 16 November 2018. Mr Farooq Ahmad Mann was appointed as the sole liquidator (the “Foreign Representative“). The liquidation process of Wayne Burt is ongoing in Singapore and subject to the continuing supervision of the Singapore High Court.
As the Wayne Burt liquidation proceedings were commenced prior to the entry into force of Singapore’s Insolvency, Restructuring and Dissolution Act 2018 (“IRDA“)[2], the applicable Singapore legislative provisions governing the liquidation proceedings are the corporate insolvency provisions in the Singapore Companies Act (Cap. 50) (Rev. Edition 2006) (“Companies Act“) in force at the time.
Following the liquidation of Wayne Burt, on 27 June 2023, the Foreign Representative commenced proceedings in HC/OC 409/2023 (“OC 409“) in the General Division of the Singapore High Court for the return of share certificates in an India-based company known as Cetex Petrochemicals, Ltd (“Cetex“) from its creditors, Vertiv, Inc. and its affiliates, Vertiv Capital, Inc. and Gnaritas, Inc. (“Vertiv Entities“). Despite having been served with the papers in OC 409, the Vertiv entities did not participate in OC 409. On 17 October 2023, the General Division of the Singapore High Court entered an order requiring the Vertiv Entities to return the Cetex shares to Wayne Burt (“Singapore Cetex Order”).
Chapter 15 proceedings
On 8 October 2024, the Foreign Representative commenced the Chapter 15 proceedings to seek recognition of Wayne Burt’s liquidation in the U.S. At the same time, the Foreign Representative filed a motion seeking recognition and enforcement of the Singapore Cetex Order. Recognition of the Singapore liquidation proceeding as a foreign main proceeding was obtained on 7 November 2024.
There was a further evidentiary hearing on 19 November 2024 for the Bankruptcy Court to determine if it should enforce the Singapore Cetex Order. The Bankruptcy Court heard testimony from various witnesses, including the Foreign Representative, Singapore counsel to the Foreign Representative, the President of the Vertiv Entities, and a former director and shareholder of Wayne Burt.
On 6 December 2024, Judge Kaplan issued a Memorandum Opinion memorialising the grant of the relief sought, on the basis that the recognition and enforcement of the Singapore Cetex Order is appropriate under 11 U.S.C. §§ 1521 and 1507, and the principles of international comity. On 12 December 2024, the Bankruptcy Code issued an order consistent with the Memorandum Opinion (“Enforcement Order”).
The Bankruptcy Court’s Analysis under 11 U.S.C. § 1521
Section 1521 of the Bankruptcy Code gives effect to Article 21 of the UNCITRAL Model Law. This is a provision that specifically empowers the foreign representative to request any appropriate relief necessary to protect the assets of the debtor or the interests of creditors, as long as the interests of the creditors, the foreign debtor, and other parties are sufficiently protected. The discretion of the Bankruptcy Court to grant such relief is – as noted by Judge Kaplan – ‘exceedingly broad’.
Interestingly, the Bankruptcy Court observed that the Singapore insolvency system “bears many similarities to the United States bankruptcy process“. This included the following:
Moreover, there was no dispute that the Vertiv Entities received notice of Wayne Burt’s liquidation proceedings as well as OC 409. The Vertiv Entities could have chosen to participate as creditors in Wayne Burt’s liquidation process in Singapore, but had chosen not to. In addition, the Vertiv Entities could also seek recourse through the Singapore court process (i.e., they may still apply to set aside the Singapore Cetex Order). Based on this (among other things), the Bankruptcy Court found that the Vertiv Entities’ interests were sufficiently protected in the Singapore proceedings based on Singapore’s insolvency regime and its practical application.
The Bankruptcy Court’s Analysis under 11 U.S.C. § 1507
Section 1507 of the Bankruptcy Code is a broad provision empowering the Bankruptcy Court to provide “additional assistance” to a foreign representative under general U.S. law. It is a direct adoption of Article 7 of the UNCITRAL Model Law.
The Bankruptcy Court determined that the enforcement of the Singapore Cetex Order was also appropriate under this ground. This is because enforcing the Singapore Cetex Order assures just treatment of all holders of claims against the debtor’s property, allowing for the equal treatment of all of Wayne Burt’s creditors within the framework established by the Singapore Companies Act and under the supervision of the Singapore High Court.
In addition, the Bankruptcy Court also found that the enforcement of the Singapore Cetex Order will be beneficial to the Wayne Burt estate as it will prevent the potential preferential or fraudulent disposition of Wayne Burt’s insolvency estate property, until such time as the issue of their ownership can be decided with finality.
The Bankruptcy Court’s Analysis under Principles of International Comity
The Bankruptcy Court applied a multi-part test to determine if enforcing the Singapore Cetex Order was appropriate as a matter of comity. Pertinently, the Bankruptcy Court observed that Singapore’s insolvency laws are substantially similar to the U.S. bankruptcy system, provide comparable protections, and are consistent with the Bankruptcy Code’s “policy of equality.”
The Bankruptcy Court also found that the Vertiv Creditors have had – and continue to have – the opportunity to participate in the Singapore litigation proceedings, and therefore could not be said to be prejudiced by a finding that enforcing the Singapore Cetex Order was appropriate as a matter of international comity.
It should be noted that the Vertiv Entities have since appealed the Bankruptcy Court’s Enforcement Order, which is scheduled for a hearing before by the U.S. District Court on 21 April 2025. [3] Vertiv, Inc., et al v. Wayne Burt Pte. Ltd., Civ. Action No. 24-11253 (GC) (D.N.J. 2024).
Interesting Elements in the Wayne Burt Case
Speed and Cost Efficiency of the UNCITRAL Model Law Recognition Process
The petition in the Chapter 15 case followed a years-long attempt by the Foreign Representative to seek recourse in a U.S. federal district court for the return of the Cetex shares through a non-bankruptcy proceeding.[4] By contrast, the Chapter 15 recognition proceedings (which were subsequently commenced on 8 October 2024) were dealt with speedily, and the Wayne Burt liquidation was recognised as a foreign main proceeding on 7 November 2024, less than a month later. The enforcement of the Singapore Cetex Order was also granted by 6 December 2024, which is less than two months after the commencement of Wayne Burt’s Chapter 15 case.
This is in line with Article 17(3) of the UNCITRAL Model Law (which is reproduced in 11 U.S.C. § 1517(c)) which stipulates that an application for recognition shall be decided upon at the earliest possible time. The speed and relative cost-efficiency of obtaining statutorily prescribed relief under these provisions will be an attractive tool to insolvency practitioners worldwide in instances of cross-border insolvency.
This also applies to foreign insolvency practitioners looking to enforce into Singapore. Like the U.S., Singapore has also adopted the UNCITRAL Model Law through the enactment of the Third Schedule to the IRDA. Since its enactment, multiple foreign representatives have applied for recognition of the foreign insolvency process under the UNCITRAL Model Law provisions, and practitioners have generally found the process to be both smooth and speedy. The outliers to this process typically involve complex cases where additional conditions were implemented on recognition for the protection of creditors or assets situated in Singapore.
The Continuing Similarity Between the U.S. and Singapore Insolvency Regimes
A key takeaway from the Wayne Burt case is the Bankruptcy Court’s analysis of the similarity between the U.S. bankruptcy system and Singapore’s corporate insolvency regime.[5]
While the Bankruptcy Court’s analysis on the similarity of the two regimes was made under the Companies Act, the authors are pleased to observe that the same provisions have been retained in the IRDA and are established tenets of Singapore insolvency law.
The comparative table below refers:
| Provision referred to by the Bankruptcy Court | Equivalent provision in force today (IRDA) |
| Singapore’s adoption of the pari passu principle. | Section 172 of the IRDA. |
| Liquidators are Court-appointed officers and subject to the supervision of the Singapore Court – Section 288 of the Companies Act. | Section 288 was reproduced in full in Section 158 of the IRDA. |
| Submission of proofs of debt by creditors and notice to creditors to prove – Rule 91 of the Companies (Winding Up) Rules. | Rule 91 of the Companies (Winding Up) Rules was reproduced in materially similar fashion in Section 155(1) of the IRDA read with Rule 131(1) of the Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020 |
| Liquidators are empowered to take custody or control of the company’s property – Section 269 of the Companies Act. | Section 269 of the Companies Act was materially reproduced in Section 140 of the IRDA. |
| Moratorium on the commencement or continuation of proceedings against the company – Section 262(3) of the Companies Act. | The automatic stay has been retained at Section 133 of the IRDA. |
The similarities between the U.S. Bankruptcy Code and Singapore’s modernised insolvency laws do not end there. Between 2017 and 2018 (leading up to the passage of the IRDA), major reforms were made to Singapore’s insolvency laws which transplanted certain Chapter 11 features into the local restructuring procedures, as well as adopting the UNCITRAL Model Law.
Key features introduced by the reforms that had their genesis in U.S. bankruptcy jurisprudence include:
Judge Kaplan emphasised in the Wayne Burt decision how the similarities between the jurisdictions’ insolvency regimes promote findings that (i) it was appropriate to grant the relief sought under 11 U.S.C. §§ 1521 or 1507; or (ii) alternatively, as a matter of international comity. Given the continued applicability of his analysis to present-day insolvency law in Singapore, we would not anticipate a material deviation from this analysis under a similar set of facts and circumstances in the foreseeable future.
Recognition and Comity – from the Singapore Perspective
The Singapore courts have demonstrated a strong commitment to the principle of modified universalism and international comity in cross-border restructuring and insolvency. Prior to the adoption of the UNCITRAL Model Law, the Singapore courts had, in cases such as Re Taisoo Suk [2016] 5 SLR 787 and Re Pacific Andes Resources Development Ltd [2018] 5 SLR 125, espoused the importance of communication and cooperation between courts in foreign insolvency proceedings.
It has been recently stressed (in 2024) by the Singapore International Commercial Court that “[i]n the context of cross-border insolvency, the principle of comity (alongside cooperation) is paramount” – PT Garuda Indonesia (Persero) Tbk and another matter [2024] SGHC(I) 1. The decision of the Singapore International Commercial Court in that case was delivered by the esteemed and Honourable Christopher Scott Sontchi IJ – who is an international judge on the SICC and the former Chief Judge of the United States Bankruptcy Court for the District of Delaware, where he served for 16 years.
The judges from the Singapore courts are also active members and participants in the Judicial Insolvency Network, whose latest conference was hosted by the Supreme Court of Singapore in June 2024.
Given the foregoing, the author(s) posit(s) that should the jurisdictions be reversed, and a similar matter come up for consideration by the Singapore courts in the future concerning the determination of relief in aid of foreign insolvency proceedings, the reasoning in the Wayne Burt decision is likely to be persuasive in the Singapore Court’s hypothetical determination of the proceedings.
As a case note, the Vertiv Creditors have appealed the Bankruptcy Court’s Enforcement Order (with a hearing currently scheduled for 21 April 2025), so this article will be updated with any new developments and insights following resolution of that appeal.
How we can help you protect your interests
The restructuring and insolvency team at Prolegis LLC (in a Formal Law Alliance with Herbert Smith Freehills) acts for debtors, creditors, and foreign insolvency professionals in insolvency-related proceedings before all levels of the Singapore Courts (including the Singapore International Commercial Court). In particular, the Prolegis LLC team has acted for both debtors and creditors in both obtaining and resisting recognition of foreign insolvency proceedings in Singapore. If you have any queries, please contact the author, Jonathan Tang, or your usual Herbert Smith Freehills Prolegis contact.
Prolegis LLC and Herbert Smith Freehills LLP (www.herbertsmithfreehills.com) are members of a Formal Law Alliance in Singapore marketed as Herbert Smith Freehills Prolegis (https://www.herbertsmithfreehills.com/content/herbert-smith-freehills-prolegis).
 |
 |
| Daniel Chia Head of Litigation, Singapore Prolegis LLC T +65 6812-1363 Daniel.Chia@hsf.com |
Jonathan Tang Head of Restructuring , Singapore Prolegis LLC T +65 6812-1365 Jonathan.Tang@hsf.com |
[1] This post focuses on the observations made by the Bankruptcy Court on the interplay between Singapore’s and the United States’ respective insolvency regimes. A detailed and thoughtful discussion on the minutiae of the case has been penned by the team comprising Amy Caton (Partner, Co-Chair, Bankruptcy and Restructuring), Thomas Moers Mayer (Counsel), Adam C. Rogoff (Partner), Megan M. Wasson (Associate), and Ashland J. Bernard (Associate) from Kramer Levin Naftalis & Frankel LLP at https://www.kramerlevin.com/en/perspectives-search/chapter-15-case-demonstrates-its-effectiveness-as-an-expedient-judicial-solution-for-singaporean-insolvencies-in-the-united-states.html. The authors thank the Kramer Levin team for their insights in the preparation of this article as well.
[2] The IRDA came into effect on 30 July 2020. Prior to this, corporate insolvency proceedings were governed by the tenets of Singapore’s Companies Act (Cap. 50) (Rev. Edition 2006).
[3] In addition to the appeal, on 18 December 2024, the Vertiv Entities filed a motion to stay the Enforcement Order pending determination of such appeal. The Foreign Representative filed a motion seeking to enforce the Enforcement Order on 24 December 2024 notwithstanding the pending appeal. Both motions are scheduled to be heard by the Bankruptcy Court in January 2025.
[4] See Vertiv, Inc., et al. v. Wayne Burt Pte, Ltd., et al., Civ. Action No. 20-00363 (GC) (D.N.J. 2020); Vertiv, Inc. v. Wayne Burt PTE, Ltd., 92 F.4th 169 (3d Cir. 2024).
[5] Other cases where Singapore’s insolvency proceedings have been recognised in the U.S. include In re Modernland Overseas Pte. Ltd., et al., No. 21-11641 (DSJ) (Bankr. S.D.N.Y. 2021) (scheme of arrangement proceeding under IRDA Section 71); In re PT Pan Brothers Tbk, No. 22-10136 (MG) (Bankr. S.D.N.Y. 2022) (same); In re Deelish Brands Pte. Ltd. (In Creditors’ Voluntary Liquidation), No. 24-13625 (DS) (Bankr. C.D. Cal. Jun. 18, 2024) (creditors’ voluntary liquidation proceeding under IRDA Section 160).