Point72 Ventures Investments LLC v FinLync Pte Ltd: Judicial Management Order
In Point72 Ventures Investments LLC v FinLync Pte Ltd, the General Division of the High Court of Singapore granted Point72's application to place FinLync Pte Ltd in judicial management. The court, presided over by Hri Kumar Nair J, found that FinLync was likely to become unable to pay its debts and that a judicial management order would likely achieve one or more of the purposes of judicial management under the Insolvency, Restructuring and Dissolution Act 2018. The court considered arguments from both Point72 and FinLync, including a proposed rescue package and allegations of a shareholder dispute, before ultimately concluding that a judicial management order was the most viable solution.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Judicial Management Order Granted
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court granted Point72's application to place FinLync Pte Ltd in judicial management, finding the company was likely to become unable to pay its debts.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Point72 Ventures Investments LLC | Applicant | Corporation | Application Allowed | Won | Chua Sui Tong, Ng Tse Jun Russell, Troy Doyle, Peter Madden |
| FinLync Pte Ltd | Respondent | Corporation | Application for Judicial Management Granted | Lost | Lim Hui Li Debby, Sia Tian Wa, Jeremy Marc |
| Peter Selig Klein | Non-party | Individual | No specific outcome | Neutral | Sushil Nair, Teri Cheng, Clarie Ong |
| Phillip Ashley Klein | Non-party | Individual | No specific outcome | Neutral | Sushil Nair, Teri Cheng, Clarie Ong |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Hri Kumar Nair | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chua Sui Tong | Rev Law LLC |
| Ng Tse Jun Russell | Rev Law LLC |
| Troy Doyle | Gibson Dunn and Crutcher LLP |
| Peter Madden | Gibson Dunn and Crutcher LLP |
| Lim Hui Li Debby | Dentons Rodyk & Davidson LLP |
| Sia Tian Wa, Jeremy Marc | Dentons Rodyk & Davidson LLP |
| Sushil Nair | Drew & Napier LLC |
| Teri Cheng | Drew & Napier LLC |
| Clarie Ong | Drew & Napier LLC |
4. Facts
- Point72 filed an application to place FinLync Pte Ltd in judicial management.
- FinLync is a financial technology company.
- Point72 is a creditor and shareholder of FinLync.
- FinLync was projected to run out of cash by June 2023.
- Point72 proposed a rescue package involving a loan to FinLync.
- The Founders of FinLync opposed the judicial management application.
- Creditors representing approximately 96.57% of the Notes Debt supported the JM Application.
5. Formal Citations
- Point72 Ventures Investments LLC v FinLync Pte Ltd, Originating Application No 81 of 2023, [2023] SGHC 122
- Baltic House Development Ltd v Cheung and another, , [2018] EWHC 1525
- Yap Sze Kam v Yang Kee Logistics Pte Ltd, , [2023] SGHC 43
6. Timeline
| Date | Event |
|---|---|
| FinLync Pte Ltd incorporated | |
| Company raised a seed investment round | |
| Shareholder’s Deed entered | |
| Company raised a Series A investment round | |
| Point72 and Nyca started to have concerns about the financial and operational performance of the Company | |
| Company entered several convertible promissory notes | |
| Convertible promissory note dated | |
| PAK resigned as CEO | |
| Ms Evelyn Ang emailed the Board to request that they vote for one of the four Options | |
| Ms Ang emailed the Board to provide the result of the vote | |
| Ms Ang sent an email which attached a board resolution for convening an extraordinary general meeting for the purposes of winding up the Company, as well as the notice of the EGM | |
| Point72 filed the JM Application, along with a summons for the appointment of an interim judicial manager | |
| Hearing date | |
| Point72’s summons to appoint an interim judicial manager dismissed | |
| Hearing date | |
| Hearing date | |
| JM Application allowed | |
| Judgment Date |
7. Legal Issues
- Insolvency
- Outcome: The court found that the company was likely to become unable to pay its debts.
- Category: Substantive
- Sub-Issues:
- Inability to pay debts
- Cash flow insolvency
- Judicial Management Order
- Outcome: The court found that a judicial management order was likely to achieve one or more of the statutory purposes of judicial management.
- Category: Substantive
- Sub-Issues:
- Achieving statutory purposes of judicial management
- Prospect of company survival
- Shareholder Dispute
- Outcome: The court did not accept the argument that the JM Application was wrongly commenced as a solution to a shareholder’s dispute.
- Category: Substantive
8. Remedies Sought
- Judicial Management Order
9. Cause of Actions
- Application for Judicial Management Order
10. Practice Areas
- Commercial Litigation
- Insolvency
- Restructuring
11. Industries
- Financial Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Baltic House Development Ltd v Cheung and another | High Court of Justice | Yes | [2018] EWHC 1525 | England and Wales | Cited for the principle that there is no jurisdiction to make an administration order if a real prospect cannot be shown that the statutory purpose will be achieved. |
| Yap Sze Kam v Yang Kee Logistics Pte Ltd | High Court | Yes | [2023] SGHC 43 | Singapore | Cited for the proposition that where a purported purpose of a JMO was only a possible, speculative, hoped for outcome, the likelihood of which is low, then there was no real prospect of the purposes of judicial management being met. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Judicial Management Order
- Convertible Promissory Notes
- Rescue Package
- Board Deadlock
- Cash Flow Insolvency
- Shareholder Dispute
15.2 Keywords
- Judicial Management
- Insolvency
- FinTech
- Singapore
- Point72
- FinLync
16. Subjects
- Insolvency
- Judicial Management
- Corporate Law
17. Areas of Law
- Insolvency Law
- Restructuring Law
- Company Law
- Judicial Management