Singapore Court of Appeal Upholds Worldwide Freezing Order obtained by Novo Nordisk A/S and Clarifies the Law Relating to such Orders

In a judgment delivered on 14 May 2026, KBP Biosciences Pte Ltd and another v Novo Nordisk A/S [2026] SGCA(I) 2, the Singapore Court of Appeal (coram comprising Judith Prakash SJ and Lady Mary Arden IJ) dismissed the appeal of KBP Biosciences Pte Ltd (“KBP“) and its founder Dr Huang Zhenhua against an earlier worldwide freezing injunction order made by Philip Jeyaretnam J in the Singapore International Commercial Court (“SICC”).

The decision is significant for, among other things, the Court’s clarification of when an allegation of dishonesty is capable of supporting a finding of risk of dissipation under the principles in Bouvier, Yves Charles Edgar v Accent Delight International Ltd [2015] 5 SLR 558 (“Bouvier”).

The dispute arises out of Novo Nordisk A/S’s (“Novo“) US$700m acquisition (with a further US$100m placed in escrow) of the rights to Ocedurenone, an experimental hypertension and kidney-protection drug developed by KBP. The acquisition was effected pursuant to an Asset Purchase Agreement (“APA“) dated 11 October 2023, which was governed by New York law and provided for ICC arbitration in New York.

Following the failure of Phase 3 trials and Novo’s announcement of an impairment loss of more than US$800m in June 2024, Novo eventually went before the SICC, invoking section 12A of the International Arbitration Act 1994 (“IAA“), and obtained a worldwide freezing order on 14 February 2025 in support of a (then-prospective) New York arbitration over the deal.

Novo alleged that favourable Phase 2 trial results had been driven almost entirely by an outlier site in Bulgaria; that an unplanned Phase 2 interim analysis (which did not include Bulgarian data) had shown no statistically significant treatment effect; and that an earlier prospective acquirer had walked away because of concerns over the trial results. Novo alleged that none of these matters had been disclosed by KBP, despite a contractual obligation under the APA to provide “true, complete and accurate” copies of all material information concerning the safety, efficacy and manufacturing quality of the compound.

Novo further alleged that after closing the APA, the bulk of the US$700m consideration was rapidly upstreamed out of KBP, with approximately US$330m ultimately routed to Dr Huang personally — US$30m in tranches characterised as “bonuses”, and approximately US$300m via offshore corporate vehicles to his personal accounts.

The Court of Appeal upheld the Judge’s finding that Novo had a good arguable case of fraudulent breach of warranty and misrepresentation. The Court reaffirmed that the threshold requires only that the case be “more than barely capable of serious argument”, not that it have a better-than-even prospect of success.

The key dispute raised by the appellants centred on a point of law: whether the Judge had erred in coming to a conclusion as to dishonesty or deliberate conduct on the part of the appellants, given that these were disputed factual issues to be resolved at an eventual trial.

The Court of Appeal rejected the contention that the Judge had erred in evaluating dishonesty at an interlocutory stage. Importantly, the Court of Appeal stated in no uncertain terms that there is no rule of law which prevents a court from reaching a conclusion that there is a good arguable case as to fraud or deliberate conduct merely because it is contested.

The Court of Appeal also endorsed the Judge’s reasoning that uploading raw patient-level data to a data room — without disclosing internal analyses or flagging anomalies — did not satisfy KBP’s affirmative disclosure obligations under the APA. The materiality of the omitted information was reinforced by Otsuka’s earlier withdrawal from acquisition negotiations on precisely the same ground.

The most analytically significant aspect of the decision concerns the arguments on and the Court of Appeal’s clarification of Bouvier.

Similar to their arguments on the good arguable case issue, the appellants contended that the Judge had impermissibly inferred a risk of dissipation based on “hotly contested” dishonesty allegations. The appellants argued that this was contrary to the Court of Appeal’s earlier decision in Bouvier, which required the Court to find that the alleged dishonesty had a “real or material bearing” on the risk of dissipation, and not just a good arguable case of dishonesty.

The Court of Appeal rejected the appellant’s contention, observing that Bouvier must be understood in its factual context. There, the defendant art dealer was settled in Singapore, had stated (apparently uncontested) that he had no intention of evading judgment, and there was no evidence as to what had been done with the impugned proceeds.

In this case, by contrast, there was independent and direct evidence of risk: the rapid upstreaming of approximately US$330m from KBP to Dr Huang in tranches; the absence of any contractual basis or commercial rationale for those transfers; and Dr Huang’s stated belief that as ultimate shareholder he was “entitled” to the proceeds without regard to KBP’s liabilities or contractual exposure. The Court of Appeal concluded that Judge was entitled to find a real risk of dissipation on that footing, independent of (though linked to) the underlying allegation of dishonest non-disclosure.

The Court of Appeal’s decision makes clear that Bouvier does not stand for the proposition that allegations connected to the underlying fraud claim, which are frequently hotly contested at the injunction stage, cannot be relied upon to invite an inference of dishonesty bearing on a risk of dissipation. While the injunction applicant cannot rely solely on the fact that their underlying claim is for fraud, it is not the case, as many injunction respondents claim, that Bouvier represents a prohibition on disputed allegations forming the basis of an inference of a risk of dissipation.

The Court reiterated the principles in JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd [2018] 2 SLR 159, including that material non-disclosure does not automatically vitiate an ex parte order. The court retains a discretion to continue the order, modify its terms, or address the non-disclosure by way of costs. Where the first-instance judge has directed himself correctly, considered the relevant matters and exercised an evaluative judgment, an appellate court will interfere only if the assessment is plainly wrong. None of the five heads of non-disclosure pursued on appeal met that threshold.

The Court confirmed two important propositions on the scope of section 12A. First, the requirement of “urgency” under section 12A(4) is not negated by delay where the applicant could not reasonably have appreciated the relevant facts earlier. Second, section 12A is properly invoked where (i) interim relief is sought against a non-party to the arbitration agreement who would not clearly be bound by orders of an emergency arbitrator, and (ii) the giving of prior notice would itself defeat the purpose of the relief.

The clarifications on the second proposition are important takeaways in the context of ICC arbitrations in particular, due to the unavailability there of relief against non-parties and of true ex parte orders.

The decision is a significant reaffirmation of the Singapore courts’ willingness to support international arbitration through robust interim measures, and provides welcome appellate guidance on the interaction between fraud allegations and risk of dissipation in freezing-order applications.

The decision makes clear that it is not sufficient for an enjoined defendant to merely raise factual disputes in order to defeat an injunction – particularly when the applicant for the injunction has marshalled clear evidence and developed a cogent case theory supporting its application.

Setia Law LLC’s Danny Ong, SC, Jason Teo, Lee Jin Loong and Elvis Zhang acted for the successful respondent, Novo Nordisk A/S, in the ex parte and inter partes first instance proceedings as well as in the appeal.