![Novo Nordisk A/S v. KBP Biosciences Pte Ltd [2025] SGHC (I) 3 – A Handy Tool in One’s Arsenal](https://dailyjus.com/wp-content/uploads/2025/05/article-collab-JM-2.jpg)
THE AUTHORS:
Aaron Tan Kai Ran, Associate at Holman Fenwick Willan (HFW)
Jane See, Associate at Drew & Napier
Can a party rely on worldwide Mareva injunctions in support of a potential arbitration seated outside Singapore? The Singapore High Court (“SGHC“) in Novo Nordisk A/S v KBP Biosciences Pte Ltd and another and another matter [2025] SGHC (I) 3 (“Novo Nordisk v. KBP”) decided that at the very least, the Singapore Courts had the power to issue such injunctions where appropriate to safeguard the arbitration proceedings. Parties can rest assured that the Singapore courts will take a serious and measured view towards the assessment of relevant interim applications that safeguard pending arbitrations.
Background Facts
Novo Nordisk A/S (the “Claimant”), a New York Stock Exchange-listed company, entered into an Asset Purchase Agreement dated 11 October 2023 (“APA”) with KBP Biosciences Pte. Ltd. (“KBP”), of which Dr Huang Zhenhua (“Dr Huang”) is the founder, executive chairman, and 40% shareholder of (referred to collectively as the “Defendants”). The Claimant’s key products include the renowned treatments, Ozempic and Wegovy. The APA concerned the Claimant’s acquisition of a new drug, Ocedurenone, to treat hypertension and kidney disease. The governing law of the APA is New York law.
The Claimant alleged that KBP failed to disclose material information regarding Ocedurenone’s quality and misrepresented Ocedurenone’s efficacy, notwithstanding KBP’s representation and warranties on the face of the APA. The Claimant alleged that Dr Huang knew and participated in these misrepresentations.
According to the arbitration clause of the APA, the dispute was to be resolved by arbitration that is administered by the International Chamber of Commerce (“ICC”) and pursuant to the ICC Rules. The Claimant intended to commence an arbitration seated in New York against the Defendants for damages of US$830m (“Intended Arbitration”). The Claimant also sought ancillary disclosure orders and confidentiality orders.
Prior to the constitution of the Tribunal, the Claimant made an ex parte application before the Singapore Court (“Court”) for a worldwide Mareva Injunction against the Defendants under section 12A(2) of the International Arbitration Act 1994 (“IAA”) in support of the Intended Arbitration.
Legal Principles for Granting a Worldwide Mareva Injunction in Support of a Foreign-Seated Arbitration
It is trite under Singapore Law that when seeking a worldwide Mareva Injunction from the Singapore Courts, the claimant must show that:
- It has a good arguable case on the merits of its claim; and
- There is a real risk that the defendants will dissipate their assets to frustrate the enforcement of an anticipated arbitral award (see Bouvier, Yves Charles Edgar and another v. Accent Delight International Ltd and another and another appeal [2015] 5 SLR 558 (“Bouvier“)).
Where the Mareva Injunction is sought in support of a foreign-seated arbitration, the claimant has to prove three additional elements:
- First, the fact that the place of arbitration is outside Singapore does not make it inappropriate to make the order (Section 12A(3) of the IAA);
- Second, the case is one of urgency (Section 12A(4) of the IAA); and
- Third, the arbitral tribunal has no power or is unable for the time being to act effectively (Section 12A(6) of the IAA).
The Court’s Decision to Grant a Mareva Injunction
The Court granted the Mareva Injunction as the Court was satisfied that the Claimant has a good arguable case for fraud against the Defendants under New York law. Further, the Court considered that there is a real risk of dissipation that the Defendants will dissipate the assets as KBP had transferred US$339.1 million to its holding company, and declared US$578.5 million in dividends, without a clear commercial rationale, suggesting to the Court that the Defendants intended to put the proceeds out of reach of the Claimant.
Crucially, the Court considered that it is not inappropriate to grant a worldwide Mareva Injunction in support of a New York-seated arbitration as there is a sufficient link between the foreign arbitration and Singapore, where the Defendants possess significant assets; hence a Mareva Injunction granted by the Court “will be immediately effective and enforceable”. This link was strengthened by the fact that KBP is a Singapore-incorporated company and Dr Huang is a Singapore citizen.
In this regard, the Court also found that granting the worldwide Mareva Injunction would not interfere with the case management by the arbitral tribunal once constituted, nor with the New York court’s supervisory role over the Intended Arbitration. The Court reasoned that neither the New York court nor arbitral tribunal are likely to grant a worldwide Mareva Injunction since New York law does not permit worldwide Mareva Injunctions; it is therefore desirable for the Court to order a worldwide Mareva Injunction to aid the processes of the primary adjudicator, particularly in cases of potential international fraud. This is further supported by the fact that no arbitral tribunal has been constituted yet, and even if an emergency arbitrator was appointed, he could not hear the application ex parte. Accordingly, there was a lacuna in the protection of the Claimant’s enforcement of rights under the Intended Arbitration if he succeeds. This lacuna was considered by the Court to be precisely why the IAA’s grant of powers is of use and relevance.
Commentary
Novo Nordisk v. KBP is consistent with the Singapore courts’ willingness to grant Mareva Injunctions in support of foreign arbitrations where appropriate, as observed in cases such as Front Carriers v. Atlantic & Orient Shipping [2006] SGHC 127. The Court in the case of Swift Fortune v. Magnifica Marina [2006] SGCA 42 also noted that it was important to determine if there was a justiciable right before the Singapore Court’s as part of its assessment of whether a Mareva Injunction is appropriate.
In any case, it should be recalled that the Singapore Courts adopt a supportive approach towards arbitration. Specifically, the grant of a worldwide Mareva injunction under Singapore law requires the Claimant to satisfy the test in Bouvier, but would also need to satisfy section 12A of the IAA which the SGHC helpful summarised:
“The claimant must show that (a) the fact that the place of arbitration is outside Singapore does not make it inappropriate to make the order (s 12A(3) IAA), and (b) the case is one of urgency and the arbitral tribunal has no power or is unable for the time being to act effectively“
[Emphasis added.]
Two key points emerge from the Court’s analysis. First, it is clear that parties looking to consider settling disputes in non-Singapore seated arbitrations would have an additional tool to consider in the enforcement of any potential award, provided there are assets within Singapore. In this regard, parties who have the unfortunate circumstances of being in jurisdictions which do not grant worldwide Mareva injunctions such as New York would be able to consider applying to the Singapore Courts for assistance provided there is some nexus between the parties themselves or the dispute to Singapore. This is a critical tool that parties should bear in mind when proceeding to arbitration over significant sums.
Secondly, it is interesting that the Singapore Court has explicitly recognised the limitations of certain arbitral rules ability to provide timely ex parte relief. In particular, the SGHC highlighted that the ICC Rules on Emergency Arbitrations do not allow the tribunal to hear an application ex parte. However, this “gap” as recognised by the Singapore Courts is not one that is unique only to the ICC Rules. For example, the SIAC (Singapore International Arbitration Centre) Arbitration Rules (2016) do not expressly allow for ex parte hearings for emergency arbitrations. Likewise, the LCIA (London Court of International Arbitration) does not encourage the use of ex parte applications in accordance with Article 25.1 of the LCIA Rules. In particular:
“The Arbitral Tribunal shall have the power upon the application of any party, after giving all other parties a reasonable opportunity to respond to such application and upon such terms as the Arbitral Tribunal considers appropriate in the circumstances.“
There are two issues with this position. First, it presupposes that the arbitral tribunal would be able to be formed prior to any need for urgent ex parte applications. Secondly, Article 25.1 of the LCIA rules expressly allows the parties to reply to any interim application. Simply put, there are lacunas in several of the most used arbitration rules in which a party would not be able to rely on urgent ex parte applications. In this regard, the SGHC’s approach is a timely reminder that parties have an additional tool in their toolbox in support of their attempts to arbitrate, which addresses the aforementioned lacuna.
ABOUT THE AUTHORS
Aaron Tan is an associate at Holman Fenwick Willan (HFW) Singapore, specializing in arbitration, general disputes, commodities, and technology law. He has experience in arbitration cases under SIAC, ICC, and LCIA Rules, achieving successful outcomes in complex matters, including expedited procedures and disputes in shipping, commodities, and carbon markets. Aaron has also assisted and advised on AI regulation and technology bylaws. Passionate about the intersection of law and technology, he is a frequent speaker at technology and AI-related events, sharing insights on the future of legal technology and its impact on the industry.
Jane See is an associate at Drew & Napier, focusing on commercial litigation, arbitration, and cross-border disputes. She has experience in matters involving trust structures, asset recovery, injunctions, and international arbitration, including drafting sections of arbitral awards. She has written on topics relating to arbitration procedure, case management stays, and investment treaty interpretation. Outside of practice, she continues to coach an international moot team, focusing on written and oral advocacy. She is passionate about clear, structured reasoning and the strategic development of arguments in complex disputes.
*The views and opinions expressed by authors are theirs and do not necessarily reflect those of their organizations, employers, or Daily Jus, Jus Mundi, or Jus Connect.
