Case Details
- Citation: [2025] SGHC(I) 3
- Title: Novo Nordisk A/S v KBP Biosciences Pte. Ltd. & Anor
- Court: Singapore International Commercial Court (High Court)
- Originating Application: Originating Application No 3 of 2025
- Summons: Summons No 11 of 2025
- Date of Judgment: 14 February 2025
- Judge: Philip Jeyaretnam J
- Plaintiff/Applicant: Novo Nordisk A/S (“Novo”)
- Defendants/Respondents: (1) KBP Biosciences Pte. Ltd. (“KBP”) (2) Huang Zhenhua (“Dr Huang”)
- Legal Area(s): International arbitration; civil procedure; freezing orders (Mareva injunctions); interim relief in aid of arbitration
- Statutes Referenced: International Arbitration Act 1994 (“IAA”); Supreme Court of Judicature Act 1969 (“SCJA”)
- Key Statutory Provisions: s 12A IAA; s 12(1)(h) IAA; s 12A(2), s 12A(3), s 12A(4), s 12A(6) IAA; s 18I SCJA
- Court Rules Referenced: O 18 r 1 Singapore International Commercial Court Rules 2021; Form 31
- Arbitration Framework: ICC arbitration rules; New York-seated arbitration; arbitration clause extends to officers/directors
- Claim Sought in Arbitration: Damages of US$830m (with US$100m secured by escrow)
- Undertakings: Usual undertaking as to damages; undertakings in Schedule 1 (including a revision to permit Cayman Islands proceedings for enforcement)
- Costs: Costs reserved
- Length: 7 pages; 1,731 words
Summary
In Novo Nordisk A/S v KBP Biosciences Pte. Ltd. & Anor ([2025] SGHC(I) 3), the Singapore International Commercial Court (“SICC”) granted an ex parte worldwide freezing order (a “worldwide Mareva injunction”) in support of a New York-seated ICC arbitration. The application was brought by Novo, which alleged that it was misled into acquiring rights to a hypertension and kidney disease drug, Ocedurenone, under an Asset Purchase Agreement dated 11 October 2023 (“APA”). Novo sought interim relief to prevent the dissipation of assets that could otherwise render any eventual arbitral award ineffectual.
The court’s central task was to determine whether it was appropriate, under the International Arbitration Act 1994 (“IAA”), to grant worldwide freezing relief when the seat of arbitration was outside Singapore (New York). Applying the statutory framework in s 12A of the IAA, the court held that it had the necessary power to make orders “for the purpose of and in relation to” arbitration, regardless of the arbitral seat. It further found that Novo satisfied the requirements for a Mareva injunction: a good arguable case on the merits (including fraud under New York law) and a real risk of asset dissipation. The court also accepted that the case was urgent and that the arbitral tribunal had no power, or was unable for the time being, to act effectively—particularly because no tribunal had yet been constituted and ICC emergency arbitration would not be available ex parte.
What Were the Facts of This Case?
Novo, a pharmaceutical company, entered into an Asset Purchase Agreement dated 11 October 2023 with KBP Biosciences Pte. Ltd. The APA concerned the acquisition by Novo of a drug candidate, Ocedurenone, which Novo believed had been developed as a new and effective treatment for hypertension and kidney disease. Novo’s case was that it was misled by representations and warranties in the APA and by omissions of material information. Novo’s intended arbitration seeks damages of US$830m, with US$100m secured by escrow.
The arbitration is to be administered by the International Chamber of Commerce (“ICC”) under the ICC Rules. The arbitration clause also expressly extends to officers and directors of the parties. Dr Huang, who executed the APA on KBP’s behalf, is alleged to fall within the scope of the arbitration agreement as an officer/director. Novo’s position was therefore that Dr Huang is bound by the arbitration clause and can be subject to interim relief in aid of the arbitration.
On the merits, Novo relied on the APA’s representations and warranties, which included provisions that KBP had made available to Novo “true, complete and accurate copies” of all material information concerning safety, efficacy, and manufacturing quality and controls of the relevant compound or product. Novo alleged that KBP knowingly failed to disclose material information. In particular, Novo contended that interim analyses of Phase 2 clinical trial results showed Ocedurenone’s inefficacy, yet those unfavourable results were not disclosed. Novo also alleged quality and compliance issues at a single test site that produced anomalous positive results were not properly disclosed.
Crucially for the interim relief sought, Novo also adduced evidence suggesting that KBP and Dr Huang took steps around the time of closing that could indicate an intention to move assets beyond Novo’s reach. The court referred to an expert analysis tendered by Novo identifying transfers totalling US$339.1m from KBP to its holding company, and a declaration of US$578.5m in dividends. Novo submitted that these steps lacked a clear commercial rationale and were consistent with an intention to frustrate enforcement of any future award. The ex parte nature of the application was supported by the asserted urgency and the risk that assets could be dissipated before any inter partes hearing could occur.
What Were the Key Legal Issues?
The first legal issue was whether the SICC should grant a worldwide freezing order in support of a foreign-seated arbitration. While Mareva injunctions are well-established in domestic litigation, the question here was whether the IAA permits Singapore courts to grant such relief when the arbitration is seated in New York, and whether it is “inappropriate” to do so merely because the seat is outside Singapore.
The second issue concerned the substantive requirements for a Mareva injunction. The court had to be satisfied that Novo had (a) a good arguable case on the merits of its claim and (b) a real risk that the defendants would dissipate assets to frustrate enforcement of an anticipated arbitral award. In addition, because the application was ex parte, the court had to consider whether the case was one of urgency and whether the arbitral tribunal had no power or was unable for the time being to act effectively.
A further issue, closely connected to the merits, was whether Dr Huang could be bound by the arbitration agreement and thus be subject to interim relief. Novo argued that the arbitration clause extended to officers and directors and that Dr Huang, as founder, executive chairman, and a substantial shareholder of KBP, knowingly participated in the alleged misrepresentations. The court had to assess, at the interim stage, whether there was a good arguable case that Dr Huang was within the arbitration framework and that the claims against him could be pursued in arbitration.
How Did the Court Analyse the Issues?
The court began by identifying its statutory basis to grant interim relief. Under s 12A(2) of the IAA, read with s 18I of the SCJA, the court has the same power to make orders in relation to arbitration as it has for actions or matters in court. This includes the power to make orders ensuring that any award is not rendered ineffectual by the dissipation of assets by a party (s 12(1)(h) IAA). The court emphasised that this power exists regardless of the arbitral seat, meaning that the New York seat did not, by itself, deprive the SICC of jurisdiction or discretion.
Turning to the requirements for a worldwide Mareva injunction, the court applied the established framework that a claimant must show both a good arguable case and a real risk of dissipation. The court cited Bouvier, Yves Charles Edgar v Accent Delight International Ltd [2015] 5 SLR 558 at [36] for the proposition that these two elements are necessary. The court also addressed additional statutory considerations under s 12A: (i) whether the foreign seat makes the order inappropriate (s 12A(3) IAA), and (ii) whether the case is urgent and the arbitral tribunal has no power or is unable for the time being to act effectively (ss 12A(4) and 12A(6) IAA).
On the merits, the court was satisfied that Novo had a good arguable case against KBP for fraud under New York law. The court relied on the APA’s representations and warranties regarding the provision of true, complete and accurate copies of material information. It accepted that Novo had arguable grounds to contend that KBP knowingly failed to disclose interim Phase 2 analyses indicating Ocedurenone’s inefficacy, and information about quality and compliance issues at a test site producing anomalous positive results. The court further found that there was a good arguable case that Dr Huang knew and participated in the misrepresentations. Given Dr Huang’s role as founder, executive chairman, and a 40% shareholder, and evidence that he had seen internal analyses (including from March 2022), the court concluded that Novo had met the threshold for a good arguable case at this interim stage.
Although the court noted that the claim against Dr Huang would be tortious in character, it accepted Novo’s position that the claim fell within the arbitration clause. This was significant because the court’s interim relief would be undermined if Dr Huang were outside the arbitration agreement. The court’s approach reflects a common interim posture: it did not finally determine liability or the precise legal characterisation of claims, but assessed whether there was a credible, arguable basis to bring the dispute within the arbitration framework.
On the risk of dissipation, the court found that Novo had shown a real risk. The evidence pointed to transfers totalling US$339.1m from KBP to its holding company around closing and a declaration of US$578.5m in dividends. The court accepted Novo’s submission that the steps taken suggested an intention to remove assets from Novo’s reach. While a seller is ordinarily free to deal with sale proceeds, the court reasoned that where there is evidence of knowing misrepresentation and anticipation of a claim by the buyer, the motives behind asset dealing become relevant. The court considered that the evidence here supported the inference that the effect of the dealings could place proceeds beyond the buyer’s reach, thereby frustrating enforcement.
The court then addressed the key “seat” objection: whether the New York seat made it inappropriate to grant a worldwide Mareva injunction. The court held it did not. First, it found a sufficient link to Singapore because the defendants had significant assets in Singapore. These included KBP’s fixed deposit account with DBS Bank Ltd holding US$218m as of 31 December 2023, and Dr Huang’s Sennett Estate house worth US$7m at the time of purchase. The presence of assets within Singapore meant that orders made by the SICC would be immediately effective and enforceable.
Secondly, the court reasoned that granting the order would not interfere with the management of the arbitration by the arbitral tribunal once constituted, nor with supervision by the New York courts. It acknowledged the claimants’ point that New York law does not permit worldwide Mareva injunctions, and accepted that this would not necessarily make the Singapore court’s relief inappropriate. The court also invoked a policy rationale: in cases of potential international fraud, it is desirable to be supportive of the processes of the primary adjudicator. While the cited English Court of Appeal decision concerned New York court proceedings, the court considered that the same principle applies to foreign arbitration.
Finally, the court emphasised the practical gap in protection. No arbitral tribunal had yet been constituted. Under the ICC’s Emergency Arbitrator rules, an emergency arbitrator could not hear the application ex parte. Thus, the arbitral process was not immediately capable of providing effective interim protection. This supported the conclusion that the case was urgent and that the arbitral tribunal had no power or was unable for the time being to act effectively—precisely the scenario contemplated by s 12A for court intervention.
What Was the Outcome?
The SICC granted the worldwide freezing order ex parte. The court also granted ancillary disclosure orders concerning assets sought by Novo. The order included the usual provision allowing the defendants (or anyone notified) to apply at any time to vary or discharge the order or so much of it as affects that person, upon notice to Novo’s solicitors.
In addition, the court revised paragraph 7 of Novo’s undertakings in Schedule 1 to permit proceedings to be commenced in the Cayman Islands to give effect to or for the enforcement of the freezing order. The court made no order on the application for confidentiality orders, and costs were reserved.
Why Does This Case Matter?
This decision is significant for practitioners because it illustrates how Singapore courts will approach interim asset-freezing relief in aid of foreign-seated arbitration, including worldwide Mareva injunctions. The court’s reasoning confirms that the IAA’s s 12A framework is designed to overcome the practical limitations of arbitration by enabling Singapore courts to provide effective interim protection even where the seat is outside Singapore.
From a doctrinal perspective, the case reinforces several points that are likely to be relied upon in future applications: (i) the court’s power under s 12A is not negated by the foreign seat; (ii) the claimant must still satisfy the conventional Mareva requirements (good arguable case and real risk of dissipation); and (iii) the “urgency/no effective tribunal power” requirement will be satisfied where no tribunal exists and emergency arbitration cannot provide ex parte relief. For claimants, this supports the strategic value of seeking Singapore interim relief where assets are located in Singapore and where timing is critical.
For respondents, the case highlights the evidential importance of demonstrating commercial rationale for asset transfers and dividends, particularly where there is an allegation of fraud or knowing misrepresentation. The court’s analysis suggests that asset movements occurring around closing, without a clear explanation, may be treated as supporting an inference of dissipation risk. For both sides, the decision also underscores that the court will consider the enforceability of its orders in Singapore as part of the “appropriateness” analysis under s 12A(3).
Legislation Referenced
- International Arbitration Act 1994 (Singapore): s 12A; s 12(1)(h)
- Supreme Court of Judicature Act 1969 (Singapore): s 18I
- Singapore International Commercial Court Rules 2021: O 18 r 1; Form 31
Cases Cited
- Bouvier, Yves Charles Edgar v Accent Delight International Ltd and another and another appeal [2015] 5 SLR 558
- Motorola Credit Corporation v Uzan and others (No 2) [2003] EWCA Civ 752
Source Documents
This article analyses [2025] SGHCI 3 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.