Singapore: A Corporate/M&A: Domestic Overview

Singapore’s M&A market is navigating a complex mix of macroeconomic headwinds and policy tailwinds. While ongoing geopolitical tensions and tariff uncertainty have widened valuation gaps and slowed decision-making, Singapore remains a central hub for regional M&A activity, with its well-established legal infrastructure, clear regulatory framework and government commitment to market development allowing it to retain investor confidence even amid global uncertainty. At the same time, ongoing capital markets enhancements and governance reforms signal Singapore’s determination to reinforce its position as a gateway for regional investment.

The following are some of the key trends and developments shaping transactions in 2025.

Impact of Geopolitical Uncertainties

The announcement of tariffs by the United States in April 2025 triggered renewed volatility and uncertainty across global markets, slowing deal momentum in Southeast Asia. This policy shift widened valuation gaps, prolonged deal timelines and prompted investors to adopt a more cautious and selective approach to capital deployment. Regional data shows that private equity deal value in Southeast Asia fell by nearly half in the first half of 2025 compared with the same period in 2024.

Despite a temporary pause on most tariffs, lingering uncertainty over future trade policies, compounded by conflicts in Ukraine and the Middle East and escalating US–China tensions, has heightened execution risk, particularly for cross-border transactions and supply chain-dependent sectors. This has led to extended deal timelines and more rigorous due diligence, with increased emphasis on tariff exposure, export controls, supply-chain resilience and crisis continuity planning. Deal parties also increasingly seek more structured risk allocation mechanisms, including “material adverse change” clauses addressing sanctions or tariff reimpositions, greater use of warranty and indemnity insurance, and purchase price adjustments over locked-box arrangements.

Investors have also pivoted toward sectors more insulated from trade disruptions. In addition to digital infrastructure, healthcare and select consumer industries, there is growing interest in essential, non-discretionary services, such as facilities services, which are generally resilient to economic downturns due to their recurring revenue model. Southeast Asia’s expanding digital economy remains a key driver for M&A activity, with investors focused on fintech, artificial intelligence (AI) and e-commerce opportunities. At the same time, multinational corporations are diversifying supply chains away from China, further fuelling deal activity in the region. Against this backdrop, Singapore continues to capitalise on its reputation as a stable, investor-friendly financial hub, serving as a safe harbour for capital in an increasingly fragmented global economy.

Capital Markets and Governance Reforms

Singapore has established several review bodies, with the objective of enhancing the competitiveness, transparency and governance of its equity markets. These initiatives reflect a co-ordinated effort by regulators to improve market depth, strengthen corporate governance standards and bolster investor confidence, while maintaining a proportionate and business-friendly regulatory framework.

Equity Markets Review Group

Established by the Monetary Authority of Singapore (MAS) in August 2024, this group brings together senior figures from the public and private sectors to explore initiatives to strengthen Singapore’s equities market. In February 2025, the group tabled its initial recommendations, including a SGD5 billion Equity Market Development Programme (EQDP) to support fund managers investing in Singapore stocks, tax rebates for new listings, and a shift toward a more disclosure-based listing regime. These measures aim to enhance IPO attractiveness and secondary market liquidity, which are critical for sustaining M&A activity and facilitating private equity exits. The MAS has appointed Avanda Investment Management, Fullerton Fund Management and JP Morgan Asset Management under the EQDP, and will place a combined initial sum of SGD1.1 billion with them.

The group’s next phase of work, expected to conclude by the end of 2025, will introduce programmes to sharpen listed companies’ focus on shareholder value, implement market structure reforms (eg, the reduction of board lot sizes) to attract retail liquidity, and strengthen investor protection by enhancing avenues for recourse.

Corporate Governance Advisory Committee (CGAC)

Announced by the MAS in May 2025, the CGAC is tasked with reviewing the Singapore Code of Corporate Governance (CG Code). Complementing the work of the Equity Markets Review Group, this review seeks to update the CG Code to enhance the transparency of Singapore-listed companies while avoiding overly burdensome reporting requirements, and to strengthen board effectiveness in a rapidly evolving business landscape while safeguarding long-term shareholder value.

Takeover Code amendments

In May 2025, the Securities Industry Council of Singapore launched a consultation on proposed amendments to the Singapore Code on Takeovers and Mergers. Key proposals include limiting the use of break fees to specific scenarios, restricting deal protection measures that could potentially deter competing bids, and shortening deal timelines to avoid prolonged offer periods, with a view to protecting shareholder interests.

Ownership/Control Requirements for Critical Sectors

Following the 2024 enactment of the Significant Investments Review Act (SIRA), which requires designated entities based on national security considerations to notify or seek approval for certain direct and indirect changes in ownership or control, the Transport Sector (Critical Firms) Act came into force in April 2025.

This Act amends the existing sectoral regimes governing Singapore’s air, sea and land transport sectors to introduce similar requirements regulating changes in ownership or control of critical firms operating within these sectors. Like the SIRA, these requirements apply to entities specifically designated by the Singapore government, comprising firms that directly provide essential transport services in Singapore and are strategically important within the sector (eg, those providing services that are not readily replaceable due to significant market share or specialised expertise), and their shareholders and controllers.

Similar to the SIRA, the following applies:

• approval and notification requirements apply to certain direct and indirect changes in ownership or control of designated entities;
• designated entities are required to obtain approval for board and senior management appointments; and
• the government is empowered to make special administration orders requiring designated entities to take certain actions and/or appoint persons to advise them in the conduct of their business.

Regulatory Enhancements by the Competition and Consumer Commission of Singapore (CCS)

In September 2025, the CCS marked its 20th anniversary by unveiling a series of regulatory enhancements designed to promote market fairness and improve service delivery in line with Singapore’s evolving economic landscape.

Key initiatives include streamlining regulatory processes through shorter assessment timeframes and an enhanced settlement framework that incentivises early resolution, reduces compliance costs and allows CCS to concentrate resources on more complex matters. CCS also introduced enhanced TR 76 guidelines for e-commerce transactions, to ensure Singapore’s e-commerce market remains competitive and consumer-friendly. These guidelines provide clearer standards for accurate product information, address fake reviews and prevent misleading user interfaces, while offering guidance on the appropriate use of automated tools and AI.

Recognising businesses’ increasing adoption and deployment of AI models, CCS has also launched an AI Markets Toolkit developed in collaboration with the Infocomm Media Development Authority, which comprises self-assessment checks and technical tests to help AI developers and deployers assess whether an AI model complies with competition and fair trading laws.