Freezing injunctions, especially those sought in cross-border enforcement, are a crucial tool for any claimant against potential defendants in an arbitration. The freezing order is designed to counter the risk of the defendant dissipating its assets in anticipation of a negative ruling, which would otherwise render any award pyrrhic. Freezing orders in the context of arbitration claims are highly complex as consideration needs to be given as to whether the order should extend to third parties, whether an arbitration tribunal or national court would be better placed to provide such an order, and if so, which national court to seek such relief from. These considerations were in play in the decision of the Singapore International Commercial Court (“SICC”) of Novo Nordisk A/S v KBP Biosciences Pte Ltd [2025] SGHC(I) 22 (“Novo Nordisk”). The SICC also considered the novel situation of a ‘counter-anti-suit injunction’, to nip an attempt by the first defendant to seek an anti-suit injunction in another foreign court.
The case arises from a major acquisition in the pharmaceutical industry. In 2023, the claimant, Novo Nordisk A/S (“Novo”) entered into an Asset Purchase Agreement (“Agreement”) with the first defendant, KBP Biosciences Pte Ltd (“KBP”) to acquire the rights to Ocedurenone, a drug touted as a groundbreaking treatment for hypertension and chronic kidney disease. The total purchase price was USD 1.3 billion, with an upfront payment of USD 700 million. Dr. Huang Zhenhua, the second defendant, is KBP’s founder and ultimate beneficial owner. Dr. Huang’s involvement in proceedings stems from the arbitration agreement’s express extension to Novo’s and KBP’s officers, directors and affiliates.
However, post-acquisition, Novo discovered that the defendants had misrepresented its efficacy, alleging that the defendants hid crucial negative data from earlier trials. This led it to commence a New York-seated ICC arbitration against KBP, seeking damages of USD 830 million. Before the arbitration had even begun, Novo sought and, on 14 February 2025, obtained an ex-parte (without notice) worldwide freezing order from the SICC against both defendants for up to USD 730 million (see: [2025] SGHC(I) 3). The defendants challenged the freezing order, arguing there was no good arguable case for it, no real risk of asset dissipation, and that Novo had breached its duty of full and frank disclosure in applying for it. They also initiated parallel proceedings in the Danish courts to set aside the Singapore court freezing order. The SICC’s decision on 12 August 2025 dismissed the application to set aside the freezing order.
1. Freezing Order by Singapore Courts for Foreign Arbitration?
As the dispute was to be decided via a NY law arbitration, the Singapore Court considered the requirements of whether it could act in aid of a foreign arbitration under s12 of the International Arbitration Act (“IAA”): (a) the arbitral tribunal was unable to act effectively at the time of the ex-parte application; (b) the case was one of urgency; and (c) it was appropriate for the SICC to make the order.
In Novo Nordisk, the SICC held that the arbitral tribunal (or an emergency arbitrator) would not have been able to act effectively, as they lacked authority to grant similar interim relief against Dr. Huang. This is because the emergency arbitrator provisions under the ICC Rules (which govern the arbitration) only apply to “signatories of the arbitration agreement … or successors to such signatories”. By contrast, s12 of the IAA expressly confers such power on the Singapore courts. Moreover, neither the tribunal nor an emergency arbitrator could issue ex-parte relief, meaning that any application made to them would risk alerting the opposing party, whereas the SICC has the power to grant an order ex-parte.
The defendants (a Singapore company and Singapore citizen) also had significant assets in Singapore. So, it was not fanciful for Novo to seek relief from the SICC. However, the SICC had to consider whether it should grant a freezing order when NY law, being the law of the seat of arbitration did not provide for the grant of freezing order. The SICC took the pragmatic approach that the arbitration agreement did not prohibit parties from applying to the Singapore Courts for such relief, nor would NY courts generally object to freezing orders granted by foreign courts, and hence held that it could grant such an order.
2. Say “Freeze”: Dissipation and Dishonesty
The risk of dissipation, which a freezing order is designed to address, is often demonstrated by a confluence of factors which may include dishonest conduct. In granting the freezing order, the SICC’s judgment clarified the dishonesty alleged in the underlying claim can have a “real and material bearing” on the risk of dissipation. The court found “cogent evidence” of Dr. Huang’s dishonesty in deliberately withholding material information from Novo about moneys he moved into his personal account in anticipation of a claim against KBP. This dishonesty, coupled with the “speedy movement of sale proceeds out of KBP,” was deemed to be strong evidence of a real risk of asset dissipation.
The court also scrutinized large transfers of approximately USD 330 million from KBP to Dr. Huang made after the deal closed. While a seller is generally free to do as it wishes with sale proceeds, the court found that here, the transfers lacked a clear commercial rationale and indicated dissipative conduct (at [55]).
Having been satisfied as to the risk of dissipation, the SICC also considered the defendants’ argument that Novo failed to make full and frank disclosure of facts which allegedly weakened their case for the freezing order and the dishonesty giving rise to that risk. The Court held that a single breach of full and frank disclosure may not be enough to set aside a freezing order, but even though multiple non-disclosures occurred, their effect was not material enough to set aside the order. The Court held that overall, Novo did draw the Court’s attention to matters it could reasonably expect to be raised against it.
3. The “Counter-Anti-Suit Injunction”
Perhaps the most novel aspect of the Novo Nordisk decision is the SICC’s grant of a ‘counter-anti-suit injunction’ in an earlier unreported hearing, referenced in the judgment at [28]. An anti-suit injunction restrains a party from initiating or continuing legal proceedings in a foreign jurisdiction. In the context of arbitration, it is often used to uphold agreements on jurisdiction or arbitration. A counter-anti-suit injunction goes a step further: it restrains a party from seeking an anti-suit injunction in a foreign court.
Novo obtained the freezing order from the SICC on 14 February 2025. KBP and Dr. Huang then initiated proceedings in the Danish courts (i.e., the anti-suit injunction) to restrain Novo from enforcing the freezing order. The SICC found the Danish proceedings to be “vexatious and oppressive“, ordering their withdrawal.
Conclusion: Stay Frosty
In short, when facing a situation involving a potentially evasive respondent, a freezing order remains a strong and effective step to take to avoid the perils of getting a ‘paper award’. Singapore’s pro-arbitration legal framework means that the Singapore Courts would provide such relief even where there are foreign arbitration proceedings if the tribunal is unable to act effectively.