Reference
Deal glossary
44 terms that come up in Singapore deals and data rooms, in plain English.
Data rooms
- Virtual data room (VDR)
- A secure online workspace where a company shares confidential documents with buyers, investors, lenders or advisers, with control over who sees what and a record of activity.
- Audit trail
- A log of every view, download and print by user and time. It shows what each party saw and is often exported at closing.
- Dynamic watermark
- The viewer's name, email and time printed across each page as it is opened, which discourages and traces leaks.
- Q&A workflow
- A module where buyers or investors ask questions inside the room and the seller's team answers and approves them, keeping a record.
- Redaction
- Blacking out sensitive details such as NRIC numbers or salaries before or inside the room.
- Clean team
- Outside advisers who see competitively sensitive data and report only aggregated findings to a buyer that competes with the target.
- Index
- The numbered folder structure of a data room, usually agreed with counsel and mapped to the buyer's request list.
- Phase 2 folder
- A folder opened only to the preferred bidder later in the process, holding the most sensitive documents.
- Two-factor authentication
- A login step that needs a code or approval on top of the password.
- SSO
- Single sign-on: logging in through a company directory such as Microsoft Entra ID instead of a separate password.
Singapore law and regulators
- PDPA
- The Personal Data Protection Act 2012, Singapore's main data protection law, enforced by the PDPC. Read more
- PDPC
- The Personal Data Protection Commission, which administers and enforces the PDPA.
- Business asset transaction exception
- The PDPA exception that lets personal data be shared with a prospective buyer without consent, for evaluating the deal only. Read more
- NRIC
- The National Registration Identity Card number of Singapore citizens and permanent residents. PDPC guidelines restrict its collection and disclosure.
- ACRA
- The Accounting and Corporate Regulatory Authority, which registers companies and keeps BizFile records. Read more
- BizFile
- ACRA's online portal for company filings and business profiles.
- Register of registrable controllers
- A register of individuals and entities with significant interest or control in a company, which must be kept and lodged with ACRA.
- MAS
- The Monetary Authority of Singapore, the central bank and financial regulator. Read more
- TRM Guidelines
- The MAS Technology Risk Management Guidelines, which shape how regulated firms review technology vendors. Read more
- CCCS
- The Competition and Consumer Commission of Singapore, which reviews mergers under a voluntary notification regime. Read more
- SIC
- The Securities Industry Council, which administers the Singapore Code on Take-overs and Mergers. Read more
- IRAS
- The Inland Revenue Authority of Singapore, which administers income tax, GST and stamp duty.
- GST
- Goods and Services Tax, 9% since 1 January 2024. Read more
- Reverse charge
- A GST rule under which some GST-registered businesses account for GST on services bought from overseas suppliers. Read more
- OVR regime
- Overseas Vendor Registration: overseas suppliers of digital and remote services to non-registered customers register and charge GST.
- IRDA
- The Insolvency, Restructuring and Dissolution Act 2018, covering judicial management, schemes and winding up.
- Judicial management
- A court-supervised rescue process in which a judicial manager runs the company to achieve statutory purposes.
- JTC lease
- A lease of industrial land or premises from JTC Corporation, usually with conditions on use and assignment.
- VCC
- Variable Capital Company, a Singapore corporate fund structure that can hold several sub-funds.
- HCSA
- The Healthcare Services Act, under which MOH licenses healthcare services such as clinics.
Deals and capital markets
- SGX Mainboard
- The Singapore Exchange board for established companies meeting quantitative admission criteria. Read more
- Catalist
- The SGX board for growth companies, supervised by full sponsors instead of quantitative tests. Read more
- Issue manager
- The bank or firm that manages a Mainboard listing and leads due diligence.
- Full sponsor
- An authorised firm that assesses suitability and supervises Catalist companies.
- S-REIT
- A real estate investment trust listed on SGX.
- Scheme of arrangement
- A court-sanctioned arrangement with shareholders or creditors, used in privatisations and restructurings.
- Mandatory offer
- An offer required under the Take-over Code when a person acquires 30% or more of voting rights. Read more
- IFA
- Independent financial adviser, appointed to advise independent directors in public deals.
- En bloc sale
- A collective sale of a strata development under the Land Titles (Strata) Act.
- W&I insurance
- Warranty and indemnity insurance, which covers losses from breaches of warranties in a sale agreement.
- Vendor due diligence
- Due diligence commissioned by the seller and shared with bidders.
- SAFE
- Simple agreement for future equity, a convertible instrument used in early startup rounds.
- 13O and 13U schemes
- Singapore tax incentive schemes for fund vehicles, often used by family offices.