Of Counsel

Sam Ng

Languages

English
Mandarin

Sam Ng is an Of Counsel in CMS Singapore’s corporate team. He has developed vast experience in international and domestic M&A transactions, private equity and venture capital transactions across a wide spectrum of sectors, having been involved in various high-profile and high-value transactions. Sam is a lawyer who is technically strong, commercially practical, and well-liked by his clients for his value-adding, problem-solving, and deal-making skills.

Sam is recognised as a 2023 Singapore Rising Star by Asian Legal Business, which spotlights the next generation of the country’s lawyers under 40 years of age who are doing high-quality work, and in the process earning accolades from their colleagues, superiors and clients.

Sam joined CMS as the youngest senior associate in the Singapore office, and shortly thereafter was promoted as its youngest Of Counsel. He has thrived as a trusted senior lawyer in the CMS envi¬ronment, helping to grow CMS Singapore’s corporate transactions practice and to develop a strong Singapore law advisory and transactions capability for clients.

Sam is actively engaged in thought leadership, publishing regularly, including in The SAL Practitioner journal and LexisNexis, whilst contributing to the firm’s pro bono initiatives on a broad range of corporate and commer¬cial matters.

Sam Ng was called to the Singapore bar in 2013. He graduated from the National University of Singapore, where he was placed on the Dean’s List for numerous years, and was awarded the Lucien Wong Prize and RHTLaw Taylor Wessing LLP Prize for being top of his class in several corporate law modules. Prior to joining CMS, Sam trained with and was part of a Big 4 Singapore law firm for many years. Sam is also a member of MENSA Singapore.

Awards & Recognitions

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"Sam Ng has played an instrumental role in supporting ShopBack over the past years and remains a reliable and trusted partner to the ShopBack legal team. Over the course of multiple rounds of fundraising and two acquisitions of increasing complexity, Sam has consistently exhibited an intimate appreciation of commercial intent and never hesitates to provide balanced and well-deliberated counsel to management. Sam always maintains his composure and demonstrates professionalism when engaging with counterparties; even as discussions get heated, we can always rely on Sam to bring parties to common ground. We are thankful for Sam's support and would readily recommend him to prospective clients."

Client feedback
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"Sam is a rock star. He consistently predicted our needs and identified the key issues at every turn in a complex transaction that was often buffeted by the crosscurrents of multiple stakeholders with conflicting needs and priorities. Sam was extremely flexible and responsive, no matter the day or time, which was incredibly important to us when working on a cross-border transaction involving people on three continents."

Client feedback
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"Sam is an outstanding, brilliant, and trusted lawyer who should easily be anyone’s first choice advisor. He delivers on work with his technical superiority, commercial acumen, and his deep care for his clients. More importantly, Sam is a compassionate individual who genuinely cares about giving back meaningfully to the community and society. He is active in pro bono work, and has on his own initiative sought more pro bono work and clients."

Client feedback
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"Sam has assisted ShopBack since 2018 with its last 3 funding rounds and its last 2 acquisitions in the digital marketing and buy-now-pay-later spaces, with each funding round and acquisition increasing in both complexity and value. Lead investors included well-known listed e-commerce giants as well as sovereign wealth funds. Quick on his feet and highly creative, Sam was able to help ShopBack navigate the complex demands of these seasoned institutional investors (and their legal counsel). The quality of the advice was outstanding and the work even better. Sam has an eye for detail and a meticulous near-24/7 work ethic. In particular, ShopBack's management team was taken by Sam's ability to manage all the finer intricacies of private equity investments in the fast-growing e-commerce space, while at the same time never missing the wood for the trees. Sam's contributions to ShopBack were invaluable and we could not recommend him more highly."

Client feedback
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"Sam is very knowledgeable and has a very professional and practical approach to his work. He also brings a sense of practicality to the projects we have worked on together and is always responsive. He has a great work ethic that makes his always available to us. He works well leading his team and you can see he’s very client focused."

Client feedback
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"I have worked with Sam on two M&A deals and both times I was very impressed with him. Sam is very experienced with M&A and very commercial minded. Sam will also go above and beyond his responsibilities to resolve issues for us. I would not hesitate to work with Sam again."

Client feedback
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"We have worked with CMS as our lead counsel in Asia Pacific for many years. Sam Ng’s strong commercial acumen coupled with the technical legal experience has guided us on a real estate acquisition. A pleasure to work with and always available to provide strategic advice and bounce off ideas."

Client feedback
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"Sam has been absolutely terrific. He always understood exactly the problem I was trying to solve and came up with pragmatic solutions. The contracts he created for us were accomplishing exactly what I intended them to, despite me asking for quite unique customizations and specifications. I look forward to continuing working with Sam in the future."

Client feedback
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"I have had the pleasure of working with Sam in the closing of a transaction. Throughout my time working with Sam, I found Sam to be highly efficient, proficient and collaborative in delivering solutions for his clients. Sam is customer-oriented and focused in delivering the best solutions for his clients. He is driven, committed and always ready to offer his support and assistance to help his clients achieve their goals and objectives. I truly enjoyed my time working with Sam and I look forward to working with him again if such opportunity arises in the future. Keep up the good work, Sam!"

Client feedback

Relevant experience

ShopBack, a rapidly expanding APAC e-commerce rewards and discovery platform with millions of users across numerous markets, on the following matters:
- An extended Series F USD200 million fundraising round, featuring growth investor Asia Partners, 65 Equity Partners (a global investment firm established by Temasek), Westpac Banking Corporation, and January Capital.
- An extended USD75 million fundraising round led by Temasek (a global investment company owned by the Government of Singapore), with other investors including Rakuten, EDBI, EV Growth, Cornerstone Ventures, and 33 Capital.
- ShopBack’s acquisition of APAC’s leading buy-now pay-later (BNPL) brand Hoolah, which is active in numerous countries and with thousands of merchant partners.
Gupshup Inc., a leading conversational messaging platform, on its approximately USD100 million acquisition of Singapore-based Knowlarity Communications, a global leader in cloud communications, offering cloud telephony, contact center automation, AI-powered voice assistants and speech analytics solutions.
Roojai, a managing general agent developing its own retail insurance products and distributing them digitally on a B2C model in Thailand and Indonesia, on its US$42 million Series B financing led by HDI International AG, the International Retail Insurance division of the German Talanx Group, with participation from existing investor International Finance Corporation.
A global biotechnology company in its acquisition of a manufacturing facility, with deal value of approximately USD70 million.
A sovereign wealth fund-backed and India-based firm on its acquisition of various Singapore and India entities, with deal value in excess of USD90 million.
Zomato, in its acquisition of a stake in online e-grocery group Grofers for approximately 741 Cr (approximately USD100 million).
The Cleartrip group in the sale of Mumbai-based Cleartrip, an online travel technology company, to Walmart-backed e-comm giant Flipkart at a deal valued at approximately USD40 million.
A general partner of various limited partnerships, being the majority shareholder in an entity owning a major sports facility, in its acquisition of all the interests of another shareholder with a deal value of approximately SGD42 million.
A digital asset bank on its investing client’s USD40 million financing via the issuance of Simple Agreement for Future Equity (SAFE) instruments and Simple Agreement for Future Token (SAFT) instruments, with the funds being deployed into a metaverse project.
Keppel Communications Pte Ltd and Singapore Telecommunications Limited on the divestment of each of their 50% equity interest in Radiance Communications Pte Ltd to NxGen Communications Pte Ltd (a subsidiary of Telechoice International Limited), as well as on a successful court-route capital reduction exercise in connection with the transaction.
European Bank for Reconstruction and Development on the acquisition of a stake in a leading Uzbek food retailer at an investment value of USD40 million.
Bitdefender, a global cybersecurity leader, in its proposed acquisition of Singapore-based Horangi Cyber Security.
Ampotech, a Singapore-based internet of things (IoT) company in the smart building sector, on its Pre-Series A funding to further its international expansion. The funding round was led by Earth Venture Capital, a global climate tech venture fund with Southeast Asia focus. KSL Maritime Ventures, the venture capital arm of The Kuok Maritime Group, participated in the round together with existing Ampotech investors Silicon Solution Ventures and SEEDS Capital.
Ocean 14 Capital Fund, a private equity impact investment fund, on a multi-jurisdictional transaction re its investment in and purchase of SyAqua, a shrimp genetics and nutrition firm.
NCS on its acquisition of ClayOPS, a Singapore-based data analytics and consulting services firm, specialising in helping organisations improve performance through data.

Publications

“Employee Share Option Plans in Singapore”, The Singapore Academy of Law Practitioner Journal, [2023] SAL Prac 19
“Staying agile and maintaining best practices in the new normal”, SANNE Connect Issue 21 – September 2020
“Foreign direct investment in Singapore”, CMS Law-Now
“Advising the Board on Joint Venture Governance Risk”, CMS Law-Now – September 2020
“The Appearance of COVID-19 Throws Spotlight on Corporate Substance”, CMS Law-Now
“Businesses turn to electronic / digital signatures as remote working becomes the order of the day”, CMS Law-Now
“Lodgement of Register of Registrable Controllers information on ACRA”, CMS Law-Now

Memberships & Roles

Advocate and Solicitor, Supreme Court of Singapore
Member, MENSA Singapore

Education

2012 – LL.B, National University of Singapore, Singapore

Practice Areas

Corporate Commercial

Insights