继续拷问 Chat GPT. 它的回答中提到 delayed visibility， 哪位了解具体机制,可以分享一下吗？


Sometimes a major shareholder may transfer indirect shares under nominee account into direct account or take a reversal transfer. what is his purpose?


Great question. When a major shareholder transfers shares between nominee accounts and direct ownership, or reverses that transfer, it typically doesn't change the total number of shares they own—but it can reflect strategic, legal, or administrative motives.

Here’s a breakdown of the main purposes for such transfers:

1. Transparency and Disclosure Management
Direct Ownership = More Visible: Shares held directly by the individual must be publicly disclosed in most jurisdictions (e.g., in insider filings).

Nominee Ownership = More Discreet: Holding shares through a nominee (e.g., a brokerage or trust) may offer some privacy or delayed visibility, depending on the rules of the local exchange/regulator.

Purpose: A shareholder may move shares to a direct account when they want to signal confidence or prepare for a formal declaration (e.g., during a takeover or rights issue). Reversing the move may restore privacy after a key event has passed.

2. Preparation for Corporate Actions
Voting Rights or Dividend Rights: Some corporate actions (like voting in AGMs, rights issues, or dividend entitlements) may require shares to be held in the shareholder's name.

Custodian Limitations: Nominee accounts might not automatically provide voting rights unless instructed.

Purpose: Moving shares to a direct account ensures full shareholder rights in upcoming decisions.

3. Regulatory Compliance
Thresholds & Reporting: In some jurisdictions, crossing certain ownership thresholds (e.g., 5%, 10%, etc.) requires public disclosure.

Avoiding Misinterpretation: Transferring to a nominee account might avoid triggering unintended regulatory flags, especially if the shareholder is consolidating holdings from different entities.

Purpose: The shareholder may manage how and when ownership is reported or aggregated.

4. Estate or Tax Planning
Nominee Structures for Trusts or SPVs: Nominee accounts can be part of tax-efficient estate planning or corporate structuring.

Direct Ownership for Clarity or Simplicity: Especially in preparation for estate disclosure, litigation, or personal finance matters.

Purpose: Strategic legal or tax positioning.

5. Signal to the Market (or Avoiding One)
Moving to Direct Ownership: May be intended as a signal of commitment or control, especially in volatile markets.

Reversal to Nominee: Could be to de-emphasize visibility, especially if no major event is pending.

Purpose: Control optics, particularly during sensitive periods (e.g., M&A talks, insider lock-up expiration).

Important Note:
While these transfers do not change the economic interest of the shareholder, they can:

Affect market perception

Trigger regulatory filings

Influence governance dynamics
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could you talk more about "delayed visibility", what is the mechanism? In the jurisdiction of Singapore.


In Singapore, the concept of "delayed visibility" regarding shareholding primarily arises from the use of nominee accounts. These accounts are often employed by major shareholders, including institutional investors and high-net-worth individuals, to hold shares on behalf of another party. This arrangement can serve various strategic purposes, particularly in terms of privacy and regulatory compliance.

Understanding Nominee Accounts in Singapore
A nominee account is a type of custodial arrangement where a nominee (such as a bank, trust company, or brokerage) holds shares on behalf of the beneficial owner. The nominee is the registered shareholder, but the beneficial owner retains the rights to the shares, including voting and dividend entitlements.

In Singapore, the use of nominee accounts is governed by the Companies Act and the Corporate Registers (Miscellaneous Amendments) Act 2022. These regulations require companies to maintain a Register of Nominee Shareholders and to disclose certain information to the Accounting and Corporate Regulatory Authority (ACRA), though the identity of the beneficial owner (the nominator) is not publicly disclosed .

Mechanism of Delayed Visibility
The mechanism of delayed visibility operates through the following processes:

Nominee Shareholding: When shares are held in a nominee account, the nominee is the registered shareholder. This means that the beneficial owner's identity is not immediately apparent to the public or to other stakeholders.

Disclosure Requirements: Under Singapore law, companies are required to maintain a register of nominee shareholders and to update it within seven days of being informed of any changes. However, this register is not accessible to the public; it is only available to ACRA and other public agencies for enforcement purposes .

Beneficial Ownership: While the nominee holds the shares, the beneficial owner retains all economic rights associated with the shares. This arrangement allows the beneficial owner to maintain privacy regarding their ownership stake.

Strategic Transfers: A major shareholder may transfer shares from a nominee account to a direct account to signal confidence in the company, participate in corporate actions, or comply with regulatory requirements. Conversely, transferring shares back to a nominee account can restore privacy.

Strategic Purposes of Using Nominee Accounts
The use of nominee accounts for delayed visibility can serve several strategic purposes:

Privacy: Beneficial owners can maintain confidentiality regarding their ownership stake, which can be particularly important for high-net-worth individuals or institutional investors.

Regulatory Compliance: Nominee arrangements can help in managing compliance with regulatory requirements, such as disclosure thresholds for substantial shareholdings.

Corporate Actions: Holding shares in a nominee account can facilitate participation in corporate actions, such as rights issues or takeovers, by allowing for more flexible management of shareholdings.

Estate Planning: Nominee accounts can be used as part of estate planning strategies to manage the transfer of assets.

Considerations and Compliance
While nominee arrangements offer benefits in terms of privacy and flexibility, they also come with responsibilities:

Disclosure Obligations: Nominee shareholders must inform the company of their status and provide details of the beneficial owner within specified timeframes .

Regulatory Scrutiny: ACRA and other public agencies have the authority to inspect the register of nominee shareholders to ensure compliance with the law.

Penalties for Non-Compliance: Failure to comply with disclosure requirements can result in fines for the company and its officers.

In summary, the use of nominee accounts in Singapore allows for delayed visibility of shareholding, providing privacy and strategic flexibility for beneficial owners. However, this arrangement is subject to regulatory oversight and requires adherence to disclosure obligations to ensure compliance with Singapore's corporate governance standards.

is it possible for major shareholders or C-suites to sell their shares through nominee accounts and thus avoid signal effects?


Excellent question — and yes, in theory, major shareholders or C-suite executives might try to sell shares through nominee accounts to delay or reduce the visibility of their trades and avoid triggering negative signal effects in the market. However, in Singapore (and most regulated markets), there are strict rules that aim to prevent or detect this type of activity. Here's a breakdown:

Can Insider Sales Be Hidden Using Nominee Accounts?
Yes, it's possible in theory, but:
Nominee accounts can mask the beneficial owner’s identity — on the public share register, only the nominee (e.g., a bank or custodian) appears.

This can reduce visibility of trades made by insiders, unless additional transparency is enforced.

But in Singapore, there are strict disclosure laws to counter this:
1. Substantial Shareholding Disclosure (Section 137Z of the Securities and Futures Act)
If an individual becomes or ceases to be a substantial shareholder (≥5% of voting shares), they must notify the company within 2 business days, regardless of whether the shares are held directly or via nominee.

This includes indirect interests and interests held through a controlled corporation or trust.

2. Insider Trading Prohibitions
It is illegal for directors, officers, or any insider to trade on material non-public information, regardless of how the shares are held.

Selling through a nominee does not exempt insiders from insider trading laws.

3. Directors’ and CEOs’ Disclosure Requirements
Directors and CEOs must disclose any change in interest (including through nominee holdings) within 2 business days under Section 165 of the Companies Act.

4. The Register of Nominee Shareholders (since 2022)
All companies must maintain a Register of Nominee Shareholders.

Though not public, it's available to ACRA and law enforcement to trace beneficial owners.

This limits the ability to permanently conceal trades, even if short-term visibility is reduced.

Why Might Someone Try This?
A C-suite executive or major shareholder might want to:

Avoid triggering market reactions by selling in large volumes.

Delay required disclosures (though this is risky and potentially non-compliant).

Create deniability or distance from the trades.

But this is risky, because:

If regulators determine the sale was an undisclosed insider trade, it can lead to fines, disqualification, or criminal charges.

How Regulators Detect Abuse
Cross-referencing trade data with shareholder registers.

Surveillance systems that flag suspicious trading patterns.

Inspections or audits of the Register of Nominee Shareholders.

Whistleblower reports or complaints.

Summary
Action Legally Allowed? Disclosure Required? Risk
Selling through nominee Possible Yes, if you're a director/C-suite/substantial shareholder High if used to hide intent
Avoiding disclosure using nominee No Required Regulatory action likely
Insider trading via nominee No Illegal Criminal offense

Best Practice for Insiders
Always disclose trades, even if shares are held via nominees.

Ensure compliance officers clear trades in advance.

Avoid any appearance of secrecy or concealment, especially during blackout periods.