One year on from the historic deal between the Shinawatra family and Temasek Holdings, the official Singaporean investment arm, the fallout continues with no end in sight.

Deal of the Century

At the time, the deal represented for many the crystallisation of all the abuses of the Thaksin administration - all designed to add value to his listed companies.

The public was finally presented with a number - the now infamous Bt73.3 billion - and rightly asked how was this possible. Unfortunately, the answers were not pleasant. The deal was possible because of a series of policies designed to aid and abet Shin Corp companies, ranging from illegal amendments of concession terms to waivers of tax payments be it customs duty on imported satellite equipment to excise tax obligations on mobile phone revenues.

It was possible also because the Revenue Department sided with the family in allowing them to get away with not paying income

 tax in a series of transactions dating back to 1999 right up to the day before the Temasek deal itself.

It was possible because the Telecom Act was amended to allow the foreign ownership limit to rise from 25 per cent to 49 per cent - one day before the transaction.

It was possible because the Shinawatra family colluded with Temasek in setting up an ownership structure that the Commerce Ministry has subsequently concluded was illegal.

Furthermore, it may have been possible because Thaksin had always illegally owned the shares sold to Singapore and, perhaps worst of all, was in a position to make formal and informal side agreements with Singapore to assure them of future benefits related to the transaction.

Why else would the Cabinet have approved a tax incentive scheme in December 2005, weeks before the deal was announced, that debilitates its future tax revenues and primarily benefited Advanced Info Service (AIS)? Why else, indeed, would Singapore continue to show through its actions that it remains more than friendly to Thaksin, regardless of the sentiments of the current government?

Of all Thaksin's abuses, if the extrajudicial drug killings and Tak Bai atrocities symbolised his disregard for the rule of law and human rights, then the Shin Corp transaction symbolised his greed and lack of proper ethics.

Yet there remain more important questions that await answers:

1. Who really owned the shares sold to Temasek? We all know that it would have been illegal for Thaksin to have owned or controlled shares as a prime minister, and none of us believe that his son, Panthongtae, was the real owner (especially after his recent testimony to the Assets Examination Committee). Were shares of Ample Rich ever properly transferred to his son and daughter? How were the shares "bought" by Ample Rich from Thaksin ever paid for? Were the dividends received by Ample Rich from Shin Corp between 2003 and 2005 ever paid to Panthongtae? And even if they were, to whom did Panthongtae pass them on?

2. Will Temasek confirm that it dealt with Panthongtae as the decision-maker, or did it meet with either Thaksin or his wife, Khunying Pojaman, to negotiate the deal?

3. When UBS in Singapore reported to the Thai Securities and Exchange Commission (SEC) under rule 264-2 that Ample Rich had acquired additional shares, it did so because the 5-per-cent limit was triggered. However, the trigger only occurred because the Ample Rich shares were combined with another 5.4 million shares held in a private account at UBS. Did UBS do this because both blocks of shares belonged to the same owner? Why does the SEC not take a hard line on this question?

4. These same UBS private accounts bought Shin Corp shares throughout the negotiation period between Shinawatra and Temasek. Were they involved in insider trading?

5. Yingluck Shinawatra sold shares in AIS consistently between October 2005 and January 2006 at an average price of Bt105. She was subsequently a signatory to the sale to Temasek on January 23, 2006. The tender-offer price for minority shareholders of AIS was set at Bt75, and other AIS shareholders never again saw their share price as high as the price sold by Yingluck. The Stock Exchange of Thailand had amazingly said this was not insider trading. The SEC said nothing until after the coup in September, when it said it was still "investigating". Are we going to hear a result? Or will the SEC continue to see which way the wind blows?

6. The SEC controversially allowed a waiver to Temasek from tendering for shares in iTV and Shin Satellite. The SEC gave the reason that the waiver was given because Temasek was targeting AIS and not these two companies. However, regardless of intention, ownership has passed on to Temasek and one year on they have not done anything with these companies they apparently did not want. Given Temasek's intransigence on this matter, and to be fair to minority shareholders, the SEC should make Temasek conduct a tender at a price based on the transaction date of a year ago.

7. Once the courts confirm the Commerce Ministry's assertion that Temasek is illegally controlling Shin Corp, how will this issue be resolved?

Since the structure used to acquire shares from the Shinawatra family that fateful day a year ago was illegal, the courts may be in a position to rule that the transaction be declared null and void. That would mean that the shares bought from the Shinawatra family reverts back to them, and Temasek can sue the family for a return of its money. The acquisition from the investing public cannot fairly be reversed, however, and so Temasek would remain a 40 per cent-plus owner of Shin Corp - within the legal limits.

I would then hope that the unfair concession amendments that were made at the state's expanse all be reversed, with the levying of any penalties that the courts deemed fair and reasonable.

This would be a fair result - and certainly better than a scenario whereby Thaksin is allowed to get away with the ill-gotten gains from the sale, or to be in a position to acquire back shares from Temasek (as forced sellers) at a deep discount to the price received a year ago.