Internal Investigations

In Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd [2007] SGCA 9, the Court of Appeal upheld privilege over investigation reports prepared for the dominant purpose of anticipated litigation, including work by accountants engaged alongside lawyers. English law takes a similar approach to litigation privilege (SFO v ENRC [2018] EWCA Civ 2006). Privilege depends on facts and timing, so we plan for it from day one.

Our Managing Director, Cheryl Ng, is a Certified Fraud Examiner. She has attended training on investigative interviewing and forensic evidence, and instructs forensic experts in litigation. Having represented companies and individuals in criminal defence and employment litigation, she is experienced in advising clients at the intersection of internal investigations, employment law, and criminal and regulatory defence.

Where instructed, we have also commenced private prosecutions, civil suits or arbitrations against the perpetrator to assist our clients in asset recovery.

Scoping and privilege plan. Terms of reference agreed with the board or a special committee.

Evidence preservation. Document holds, forensic imaging through us, chain of custody.

Document and financial review. Using CFE methodology.

Interviews. Conducted fairly, in English or Mandarin, with a clear explanation that we act for the company.

Findings. An oral briefing or a written report, chosen with disclosure risk in mind.

Next steps. Discipline, civil recovery, insurance notification, or referral or self-report to CPIB, CAD, the police or the PDPC, weighed against any reporting duties (for example, the duty to disclose knowledge or suspicion under CDSA 1992 section 45, and the duty to report certain offences under CPC 2010 section 424).

• Terms of reference.
• Evidence log.
• Interview records.
• Findings report and recommendations.

When fraud, bribery, harassment or a data breach surfaces, the company has to find the facts, and every step of the fact-finding creates documents that may later have to be disclosed to regulators, prosecutors or opposing parties. An investigation is a legal exercise as much as a factual one. The duties are concrete: directors must respond to credible allegations (Companies Act 1967, section 157); the Employment Act requires due inquiry before dismissal for misconduct (section 14), so a defective investigation can turn a justified dismissal into a wrongful one; PDPA Part 6A imposes a 3-day breach-assessment clock; and statutory reporting duties, including the duty to disclose knowledge or suspicion of dealings in criminal benefits (CDSA 1992, section 45) and the duty to report certain offences (Criminal Procedure Code 2010, section 424), can require disclosure of what the investigation finds. Timing is unforgiving. Devices get wiped, chat histories purge, witnesses compare notes, funds move. The first week usually determines what can be proved later.

An investigation run informally, with HR interviews, IT pulling emails and an accountant's report commissioned by management, produces a record with no privilege protection. In later litigation or regulatory action, all of it is disclosable, including the half-formed theories and the report that concedes more than the evidence required. Privilege depends on dominant purpose and structure; a company that does not plan for it at the outset generally cannot claim it afterwards. Procedural defects also lose the underlying dispute: a dismissal without due inquiry is challengeable regardless of guilt, unfair interviews can be attacked, and a break in the chain of custody lets a fraudster argue the evidence was tampered with. Botched investigations have a way of ending with the wrongdoer compensated and the company writing off the loss.

Doing nothing is worse. Directors who sit on credible allegations risk breach-of-duty claims and, where reporting duties arise, personal criminal exposure. Insurers may deny crime or D&O cover for late notification, and regulators treat the quality of the internal response as central to how they deal with the company. On the horizon: the Workplace Fairness (Dispute Resolution) Act creates a statutory discrimination claims track intended to operate from 2027. Once it commences, workplace investigation records will be central evidence in a new class of statutory claims.

Privilege is the advantage a law firm brings. We plan for it from day one, starting with terms of reference agreed with the board or a special committee. We can also work with your forensic and accounting experts, engaged through us so that their work may fall within litigation privilege, and deliver our findings orally or in writing.

We know how to conduct interviews fairly, in English or Mandarin, with a clear explanation that we act for the company. The lead investigator has a criminal-defence background, so the work is done knowing how CPIB, the CAD, the police and any other authorities will read it.

The investigation connects to what follows. We advise on discipline, employment law and civil recovery, and, where necessary, on self-reporting in line with your reporting duties. If the authorities are already involved, we coordinate your internal steps so that they assist the official investigation. The same team can then act for you in any resulting proceedings.