We assist multinational and international corporations, public and private companies, and other business entities in various corporate transactions, including cross border and domestic mergers and acquisitions, takeovers, joint ventures and management buy outs.
 

MERGERS & ACQUISITIONS, TAKEOVERS, JOINT VENTURES

In these transactions, we have acted for the acquiring company, the vendor company, the target company and other stakeholders including underwriters. Our work includes advising on the appropriate structure for the transaction taking into account the legislative and regulatory regimes and hurdles and any legal implications which may arise from the transaction. The financing structures used in these transactions range from simple cash payments to complex issues of shares and debt instruments and the writing of options or derivative-type contracts.

In respect of voluntary or mandatory take-overs, we assist in the review of the offer documents. We also advise on other aspects of the take-over including regulatory compliance and the strategies involved in the launching of the offer to the completion of the take-over and the defences available to a take-over offer.

In joint ventures, we advise minority as well as majority shareholder(s) and prepare business structures and the requisite agreements to capture the management and control features agreed by the parties.

We are able to provide for innovative mechanisms to allow shareholders to exit their investment and structure solutions to resolve commercial disputes without recourse to court action.

CAPITAL MARKETS / CORPORATE FINANCE

Our work in this area encompasses both the debt and the equity capital markets.

We assist Malaysian as well as foreign companies who wish to list on the stock exchange, whether in Malaysia or abroad. We have advised local and foreign clients on listings on the Main Market and ACE Market of Bursa Malaysia Securities Berhad, the London Stock Exchange, the Hong Kong Stock Exchange and the Singapore Exchange.

We undertake due diligence investigations to ensure compliance with disclosure requirements under the relevant securities laws for various capital market transactions, including flotations on the stock exchanges referred to above, rights issues, bonus issues, share placements, issuance of warrants and convertibles, share buy-backs and employee share option schemes.

We have also assisted Malaysian companies in complying with US and EU securities laws in their private placement exercises to US and EU investors.

DEBT & EQUITY RESTRUCTURING

We advise on corporate restructuring exercises for shareholders, lenders and the company in question. These restructuring exercises may involve a restructuring or redeployment of resources, the establishment of new subsidiaries and the transfer of businesses within the group or an amalgamation of different companies and business interests.

We also advise borrowers and lenders on the restructuring and re-scheduling of debts. These debt restructurings or work-outs may be voluntary or carried out under a court order pursuant to section 176 of the Malaysian Companies Act, 1965, which provides for a court sanctioned scheme of arrangement, amalgamation and reconstruction.

COMMERCIAL MATTERS

From our commercial practice, we advise and assist clients in establishing a business presence in Malaysia. We also advise them on general commercial law (such as compliance with regulatory approvals) and the negotiation, preparation and execution of their commercial agreements (such as supply agreements, agency agreements and distribution agreements).

FOREIGN DIRECT INVESTMENT

We advise international corporations on the legal aspects of investing and transacting business in Malaysia.

We advise foreign clients in structuring their investments in Malaysia having regard to compliance with regulatory approvals and the associated fiscal and non-fiscal incentives available to investors under various policies and schemes offered by the Malaysian Government. In particular, we advise clients on investment tax allowances, pioneer status, tax holidays, free trade and industrial zones, operational headquarters, regional representative offices, manufacturing licence requirements as well as guidelines on foreign and local equity participation in Malaysian companies.

We assist clients in liaising with, applying for and obtaining approvals, permits and licences necessary for their business operations from the relevant authorities.

VENTURE CAPITAL; PRIVATE EQUITY INVESTMENTS OR FUNDS

We advise clients on their venture capital investments, in particular, on the structure of their investment (equity or debt) and their exit strategies.

We advise and assist in structuring private equity transactions. We draft agreements and contracts relating to private equity investments or funds, including subscription agreements and fund management agreements.

PROPERTY WORK; JOINT DEVELOPMENT

We advise property developers as well as end purchasers on real property transactions and property related matters including loan documentation, leases and tenancies. Further, we assist in structuring transactions which are in line with Malaysian regulations governing foreign investors. We also advise foreign investors in respect of their participation in property development in Malaysia and the financing of the same with structures and mechanisms which address their concerns.

We have also negotiated and drafted joint development agreements for developers and land owners and other relevant agreements between developers and their mezzanine financiers in relation to various development projects.

CONSTRUCTION AND PROJECTS

Our work in this area involves the negotiation and drafting of onstruction contracts for both main contractors as well as sub-contractors, and advising on and negotiating concession agreements for our clients in relation to privatisation projects, including the awards of highway concessions from the Malaysian Government.

With respect to government related contracts, we have also advised clients on strategy and approach on remuneration and compensation models and the dispute resolution mechanism involving government entities.

INFORMATION TECHNOLOGY (IT)

We advise our clients on issues relating to their information technology business and we draft agreements and contracts relating to the sale, distribution, licensing and procurement of software and other IT products.

BANKING AND FINANCE

We act for lenders as well as borrowers on banking and financing transactions and related matters, including preparing, reviewing and negotiating loan, financing and security documentation for both retail and commercial loan transactions.

We also advise and assist foreign lenders with respect to compliance with foreign exchange regulations as well as other Malaysian regulations governing foreign currency credit facilities and security created over Malaysian assets in favour of foreign lenders.