Winning an international arbitration may offer little practical relief if the opposing party has already transferred assets beyond the reach of enforcement. But what happens when a business needs to protect those assets before the arbitral tribunal can act, particularly when the arbitration is taking place in another country?
On 14 May 2026, the Singapore Court of Appeal (the “Court of Appeal”) addressed this question in KBP Biosciences Pte Ltd v Novo Nordisk A/S [2026] SGCA(I) 2. The Court of Appeal upheld a decision of the Singapore International Commercial Court (the “SICC”) refusing to set aside a worldwide freezing order granted in support of an arbitration seated in New York. The judgment illustrates when national courts may intervene to preserve assets despite the existence of an arbitration agreement and emergency arbitration procedures.[1]
Facts
Novo Nordisk A/S (“Novo”), a Danish pharmaceutical company, agreed to acquire rights to a drug known as Ocedurenone from KBP Biosciences Pte Ltd (“KBP”), a Singaporean company founded by Dr Huang Zhenhua (“Dr Huang”).
The parties executed an asset purchase agreement on 11 October 2023 (the “APA”), governed by New York law and providing for arbitration administered by the International Chamber of Commerce (“ICC”), with New York as the seat of arbitration. Novo paid USD 700 million to KBP and deposited a further USD 100 million in escrow.[2]
The dispute arose after the drug failed its Phase 3 clinical trials. Novo alleged that KBP and Dr Huang had withheld material information concerning earlier clinical trial results, particularly anomalies associated with a trial site in Bulgaria. Although KBP had provided patient-level data during due diligence, Novo maintained that it had not received important analyses revealing the significance of those results. Novo consequently advanced claims involving fraudulent breaches of warranty and misrepresentations.[3]
The distinction between fraud and an ordinary contractual claim was important. Under the APA, damages were generally capped at USD 100 million in the absence of fraud, an amount corresponding to the funds already held in escrow.[4]
The destination of the purchase proceeds also became significant. Following completion of the transaction, KBP transferred substantial funds through companies in the Cayman Islands and the British Virgin Islands. Approximately USD 330 million ultimately reached Dr Huang personally.[5]
On 10 February 2025, Novo applied to the SICC for a worldwide freezing order without giving prior notice to KBP or Dr Huang. Philip Jeyaretnam J, sitting as a judge of the SICC in those proceedings (the “SICC Judge”), granted the order on 14 February 2025.
Novo subsequently commenced ICC arbitration on 26 March 2025. KBP and Dr Huang applied to set aside the freezing order, but the SICC Judge dismissed their application on 12 August 2025, apart from a minor variation to the order’s disclosure provisions.
KBP and Dr Huang appealed that decision to the Court of Appeal.[6]
Issues
The Court of Appeal had to determine whether the SICC Judge was entitled to maintain the worldwide freezing order against KBP and Dr Huang.
This required the Court of Appeal to consider whether Novo had established a good arguable case against them and whether there was a real risk that they would dissipate assets to prevent enforcement of a future arbitral award.
The Court of Appeal also had to decide whether Novo had complied with its duty of full and frank disclosure when it obtained the freezing order without giving prior notice to KBP or Dr Huang.
A separate question concerned the SICC’s power to grant interim relief under Section 12A of Singapore’s International Arbitration Act 1994 (the “IAA”). Could the SICC grant a freezing order to support an arbitration seated in New York, and were the circumstances sufficiently urgent to justify court intervention when the ICC’s emergency arbitration procedure was potentially available?[7]
Holding
The Court of Appeal dismissed the appeal and upheld the worldwide freezing order.
The Court of Appeal upheld the SICC Judge’s findings that Novo had established a good arguable case concerning the alleged withholding of material information and that the evidence demonstrated a real risk of asset dissipation. It also rejected KBP and Dr Huang’s argument that Novo’s alleged failures of full and frank disclosure warranted setting aside the freezing order.
However, these conclusions did not amount to final findings of fraud or dishonesty. The merits of Novo’s claims and the appellants’ defences remained for determination in the arbitration.[8]
The Court of Appeal confirmed that Section 12A of the IAA permits Singapore courts to grant specified interim measures, including orders preserving assets, in support of international arbitrations seated outside Singapore. However, that power is subject to statutory limitations.
First, the arbitration must fall within the scope of the relevant provisions of the IAA, and the court may refuse relief if the foreign seat makes intervention inappropriate. Second, where the application is urgent, the court must consider the order necessary to preserve assets or evidence. Third, the court may grant relief only if the arbitral tribunal and any other institution or person authorised by the parties, including an emergency arbitrator, lack the power or are temporarily unable to act effectively. For non-urgent applications, Section 12A imposes additional requirements concerning notice to the other parties and the tribunal, as well as the tribunal’s permission or the other parties’ written agreement.[9]
The Court of Appeal held that the circumstances justified urgent intervention. The ICC emergency arbitrator could not provide effective protection without notice, particularly given the risk that advance notice would allow assets to be moved. Furthermore, Dr Huang was not a signatory to the arbitration agreement, and an emergency arbitrator could not clearly bind him.
Accordingly, the SICC Judge had jurisdiction to grant the freezing order, and the Court of Appeal found no basis to interfere with his exercise of discretion.[10]
Reasoning
The Court of Appeal’s reasoning addressed four principal considerations.
First, Novo had established a good arguable case.
The Court of Appeal explained that an applicant seeking a freezing order need not prove that its underlying claim will ultimately succeed.
Here, the APA required KBP to make available material information concerning the drug’s safety and efficacy. The evidence supported an arguable case that KBP had failed to disclose significant information about the Bulgarian trial results.
The Court of Appeal considered particularly relevant the undisclosed interim analysis, which showed no statistically significant treatment effect, and evidence that an earlier potential purchaser had expressed concerns about the clinical data.
The Court of Appeal nevertheless distinguished between finding a “good arguable case” of deliberate non-disclosure and determining whether fraud had actually occurred. The latter question remained for the arbitration.[11]
Second, the evidence established a real risk of dissipation.
The Court of Appeal rejected the suggestion that allegations of dishonesty automatically justified freezing a party’s assets.
A claimant must demonstrate a real risk that unjustified dealings with assets could prevent satisfaction of a future judgment or award. Alleged dishonesty must have a sufficient connection to that risk.
In this case, the movement of substantial sale proceeds provided evidence beyond the underlying allegations of fraud.
The Court of Appeal placed particular weight on the transfers of approximately USD 330 million to Dr Huang, his asserted entitlement to those funds and the absence of evidence establishing a contractual basis for that entitlement.
These circumstances permitted the SICC Judge to conclude that there was a real risk of further unjustified transfers that could prevent recovery.
The important distinction was that the SICC Judge relied on evidence of how the assets had been handled, rather than treating the disputed allegations of fraud as sufficient by themselves.[12]
Third, Novo’s application satisfied the requirements concerning full and frank disclosure.
An application made without notice places a demanding obligation on the applicant to disclose material information fairly to the court.
KBP and Dr Huang argued that Novo had failed to disclose relevant facts when obtaining the freezing order, including matters concerning the clinical trial results.
The Court of Appeal upheld the SICC Judge’s assessment of the alleged omissions. It found no basis to interfere with his evaluation of their materiality.
The Court of Appeal also explained that a material failure of disclosure does not automatically require a freezing order to be discharged. The court retains discretion to consider the importance of the omission, the surrounding circumstances and whether the order should continue.
Nevertheless, this discretion does not eliminate the applicant’s duty of candour when seeking relief without notice.[13]
Fourth, the SICC could intervene because the circumstances were urgent and the emergency arbitral procedures could not provide effective relief.
Under Section 12A(4) of the IAA, a Singapore court may grant urgent interim measures to preserve assets.
KBP and Dr Huang argued that Novo had delayed seeking relief and therefore could not establish urgency.
The Court of Appeal rejected that argument. The SICC Judge had found that Novo did not know the critical facts supporting the risk of dissipation until approximately December 2024.
More importantly, the relevant question was whether the circumstances justified urgent relief when Novo applied, rather than whether time had elapsed since the underlying commercial dispute arose.[14]
Section 12A(6) imposed a further requirement: the arbitral tribunal and any other institution or person empowered by the parties must lack the power to act effectively or be temporarily unable to do so.
The Court of Appeal considered the limitations of the ICC emergency arbitration procedure particularly important.
An emergency arbitrator could not grant the necessary freezing order without notice. Giving notice could have undermined the effectiveness of the relief, including in relation to a USD 218 million fixed deposit subject to a charge in favour of DBS Bank Ltd.
Further, Dr Huang was not formally a signatory to the arbitration agreement, and it was unclear whether an emergency arbitrator could bind him.
The Court of Appeal therefore accepted that the emergency arbitrator could not act effectively in the circumstances. The SICC Judge had jurisdiction to intervene under Section 12A, and KBP and Dr Huang had not demonstrated that his exercise of discretion was plainly wrong.[15]
Conclusion
KBP Biosciences v Novo Nordisk confirms that an arbitration agreement providing for proceedings abroad does not necessarily prevent a party from seeking urgent asset protection in Singapore.
The judgment is particularly relevant to businesses involved in international transactions where contractual disputes may arise after substantial payments have already been transferred between companies, shareholders or other related parties.
For businesses concerned about asset dissipation, the decision highlights the importance of tracing the movement of funds at an early stage and assessing whether notifying the opposing party of an emergency arbitration application could undermine the protection sought.
Equally, a party seeking relief without notice must carefully identify and disclose material information, including facts that may undermine its own application.
The lesson is that the availability of judicial assistance depends on more than the existence of a substantial claim or an arbitration agreement. A party must demonstrate why immediate court intervention is legally justified and necessary to protect the effectiveness of the eventual arbitral outcome.
Although the Court of Appeal upheld the freezing order, it did not determine whether KBP or Dr Huang had committed fraud. That question remained for the arbitration.[16]
[1] KBP Biosciences Pte Ltd v Novo Nordisk A/S [2026] SGCA(I) 2 at [1], [25], [80]-[81], [88]-[91].
[2] Id. [1], [13], [25].
[3] Id. [1], [6], [9]-[12], [14], [21].
[4] Id. [28], [46].
[5] Id. [19]-[20].
[6] Id. [1], [25]-[26].
[7] Id. [26], [36], [80]-[82].
[8] Id. [42]-[48], [59]-[70], [71], [79], [91].
[9] Id. [80]-[81]; International Arbitration Act 1994 (2020 Rev Ed), ss 12(1)(h)-(i), 12A(1)-(6).
[10] KBP Biosciences [2026] SGCA(I) 2 at [83]-[89].
[11] Id. [37], [42]-[48].
[12] Id. [59]-[70].
[13] Id. [33]-[35], [71]-[79].
[14] Id. [82]-[84].
[15] Id. [80]-[81], [84]-[89].
[16] Id. [47]-[48], [60]-[65], [71], [80]-[89].
