Corporate & Commercial
The firm’s Corporate & Commercial division is regularly engaged to advise on transactional matters, with a strong focus on mergers and acquisitions (M&A) across both domestic and cross-border transactions.
The team also offers comprehensive corporate advisory services, including guidance on regulatory and compliance matters, particularly for clients establishing their business presence in Malaysia.
Our timely and bespoke legal solutions have earned us a reputation for excellence, making our expertise highly sought after by both domestic and international clients, as well as foreign counsels.
With a commitment to delivering strategic and personalized advice, we help businesses navigate the complexities of the regulatory, compliance and legal landscape with confidence.
Our recent notable transactions:
Mergers & Acquisitions
We assist international and local companies, private equity firms and other business entities in cross border and domestic mergers and acquisitions, wherein we have acted for both of the acquiring and disposing parties.
We have extensive experience with sale and purchase of both shares and business / assets, which we are constantly engaged to conduct legal due diligence exercise, advise on transactional structures and regulatory framework, draft or review the sale and purchase agreement and strategise negotiation processes.
- Advised The University of Nottingham in an acquisition of 66.41% shares held by Boustead Holdings Berhad in The University of Nottingham in Malaysia Sdn Bhd, for a cash consideration in RM equivalent to £23,500,000;
- Advised Sweetmag Solutions (M) Sdn Bhd in its allotment of majority shares to a Malaysian listed entity, GDEX Berhad. The transaction entailed a combination of the following exercises, namely for GDEX Berhad to purchase an agreed percentage of shares in Sweetmag Solutions (M) Sdn Bhd from the existing major shareholder and simultaneously, for GDEX Berhad to subscribe for an agreed percentage of shares in Sweetmag Solutions (M) Sdn Bhd, of which the number of shares ultimately held by GDEX Berhad to be collectively at 51% of the enlarged shares in Sweetmag Solutions (M) Sdn Bhd;
- Advised iMedia Asia Sdn Bhd (a wholly owned subsidiary of Catcha Digital Berhad) in its acquisition of 30% shares in Headline Media Sdn Bhd;
- Advised iMedia Asia Sdn Bhd (a wholly owned subsidiary of Catcha Digital Berhad) in its acquisition of 70% shares in TR Media Bytes Sdn Bhd;
- Advised Catcha Nexible Holdings Sdn Bhd (a wholly owned subsidiary of Catcha Digital Berhad) in its acquisition of 51% equity interest in Nexible Solutions Sdn Bhd;
- Advised a Labuan based company in the acquisition of 51% stake in a leading digital marketing company with operations in Malaysia and Thailand;
- Advised a UK based private equity fund in a direct acquisition of two Malaysian incorporated companies, primarily involved in the provision of software development marketing, promoting of software and after sales servicing in the oil & gas industry, including advising on regulatory and licensing issues imposed by Petronas;
- Advised a PRC based private equity fund through a Singapore holding company in an indirect acquisition of a group of Malaysian incorporated companies specializing in maintenance, repair and rental of equipment for oil and gas and marine related industries;
- Advised a PRC based private equity fund through a PRC holding company in an indirect acquisition of a German-owned Malaysian subsidiaries specializing in manufacturing of automated equipment and components;
- Advised a leading international sales, marketing and support services group, in an indirect acquisition of a global group of companies specializing in distribution of professional audio-visual products and solution. The acquisition involves 7 jurisdictions, namely Canada, US, Sweden, UK, Netherlands, Singapore, Malaysia and Australia;
- Advised a group of healthcare companies in a disposal to a Japan based private equity fund, including advising on regulatory and licensing issues imposed by the Ministry of Health;
- Advised a Danish company in an indirect acquisition of a foreign-owned Malaysian subsidiary specializing in provision of training in oil and gas and marine related industries;
- Advised a London Stock Exchange listed company in an indirect acquisition of a group of Malaysian incorporated companies primarily involved in pest control and hygiene services;
- Advised on the setting-up, incorporation and shareholding structure in respect of an international oil & gas company’s expansion in East Malaysia; and
- Advised on numerous acquisitions of different Malaysian incorporated companies carrying out businesses in multiple industries, including, medical services, automotive services, real property and wash and hygiene services.
Capital Markets
We support listed corporations in capital market transactions that encompass corporate exercises in both equity and debt capital markets.
Some of our experiences in the equity and debt capital market include rights issue, bonus issues, placement of shares, issuance of warrants and convertibles. As part of the capital market transactions, we also advise the listed companies on compliance with securities laws and listing requirements of Bursa Malaysia.
- Advised Kejuruteraan Asastera Berhad, a company listed in the Main Market of Bursa Securities and principally involved in the provision of electrical and mechanical engineering services in Malaysia in a corporate exercise involving share split and bonus issue of up to 881,927,638 warrants;
- Advised Kejuruteraan Asastera Berhad, a company listed in the Main Market of Bursa Securities, in a corporate exercise involving private placement of up to 169,180,000 new ordinary shares, representing 10% of the existing total number of issued shares (excluding treasury shares), to independent third-party investor(s); and
- Advised Axteria Group Berhad, a company listed in Main Market of Bursa Securities, in a corporate exercise involving shares issuance of up to 213,660,000 shares representing approximately 30% of the existing total number of issued shares (excluding treasury shares).
Projects & Infrastructure
We provide legal support to clients on their projects and infrastructure in Malaysia, with a focus on regulatory compliance and navigating legal and commercial challenges in project documentation. Our experience spans sectors such as renewable energy, transportation, and large-scale infrastructure.
- Acted as one of the Malaysian counsel for Trina Solar Investment Pte Ltd tender from Sarawak Energy Berhad for a 71 megawatt (MW) floating solar photovoltaic (FPV) project in Batang Ai, which will constitute the first large-scale FPC project to be built in Sarawak, particularly on the joint venture agreement and other legal matters specific to the Malaysian aspects for the transaction;
- Advised Terminal Bersepadu Gombak Sdn Bhd on its construction of the Gombak Integrated Transport Terminal (with 25 years concession contract) which upon completion, will be a major transportation hub for operations of the eastbound intercity buses and taxis; and
- Advised Loken Group on its proposed development of a renewable energy complex, which will cover multiple bio-refineries including the initial phase of a Sustainable Aviation Fuel (SAF) refinery.
Banking & Finance
We advise on retail and corporate loan transactions; wherein related work includes drafting and reviewing the facility and security documents and issuing legal opinion as part of the lender’s drawdown requirements.
In respect of cross-border loan transactions, we regularly advise foreign lenders on the current foreign exchange regulations and policies issued by the Central Bank of Malaysia as well as compliance with other local statutory requirements with regards to the creation of securities in Malaysia.
- Advised a company on their proposed business model, which is to set up a platform acting as an intermediary in B2B payments to allow businesses to make payments to their suppliers with the use of corporate credit cards particularly where credit card payments are traditionally not accepted by businesses / suppliers in usual B2B transactions;
- Advised a company which owns an integrated spend management platform on the application to BNM for a remittance business licence and e-money licence;
- Advising the foreign shareholders of a Malaysian subsidiary on the financing structure (particularly, the security documents) pertaining to a borrowing from a foreign financial institution, including the relevant application for foreign exchange administration’s approval;
- Advised an international financial institution on a corporate loan of USD25,500,000.00 granted to the borrower based in China secured by assets of the borrower’s Malaysian subsidiaries;
- Advised a UK-based financial institution on a corporate loan in respect of a development loan of GBP22,000,000.00 granted to a UK borrower which is secured by assets of the borrower’s Labuan shareholders; and
- Advised a US-based listed company on accession agreements (in respect of Malaysian legal compliance) in respect of accession of corporate guarantees for £850,000,000.00 credit facility arranged by financial institutions located in various jurisdiction to Malaysian companies.
Regulatory Compliance
We provide general advisory services to local and foreign clients on regulatory compliance involving corporate and commercial matters. Such advisory includes assisting foreign client understand the local regulatory regime in the course of establishment of local presence or partnership with local business, determining industry-specific licences, approvals or legal requirements necessary for the conduct of business.
- Advised a company seeking to undertake catering, housekeeping and janitorial services in an off-shore setting, on compliance with the PETRONAS licensing requirements;
- Advised a PRC based company on the legal and regulatory requirements for market entry into Malaysia, with a focus on power batteries, electric drives and charging infrastructure.
- Advised a major retail and commercial bank based in the UK on asset security arrangements and regulatory requirements for financial guarantees in Malaysia.
- Advised a leading PRC based engineering company on the establishment of local presence and undertaking of Engineering, Procurement and Construction (“EPC”) projects in Malaysia.
- Advised a PRC based state-owned company specializing in sustainable construction and eco-environmental protection technologies on licensing requirements and regulatory compliance for subcontracting in a government / public road construction project in Malaysia.
- Advised a Singapore based company on local regulatory requirements and market entry strategies to support its expansion into the logistics sector in Malaysia.
Commercial Transactions
As part of our commercial practice, we have been regularly engaged to advise on a wide spectrum of commercial matters and relevant regulations. Our task includes drafting and negotiating commercial agreements spanning multiple industries and areas of law, such as:
- Joint venture & shareholders’ agreements
- Subscription & investment agreements
- Supplier & distributorship agreements
- Service level agreements
- Non-disclosure or confidentiality agreements
Transactions:
- Advised a Malaysian Peer-to-Peer financing company (one of the first six licence holders approved by Securities Commission as a P2P financing company), with its holding company based in US, particularly in respect of its security documentation and structure;
- Advised a Malaysian-based manufacturer on distributorship agreements with its various Australian-based suppliers of pre-engineered polyurethane building material, composite insulated panel and composite insulated roofing panel;
- Advised the following companies on shareholder agreements, including –
- A special purpose vehicle company incorporated in Malaysia jointly held by a Malaysian public listed company and a reputable developer to jointly develop parcels of lands in Klang Valley;
- Group of companies controlling a chain of aesthetic clinics primarily involved in the business of provision of medical services, consultation and treatment;
- Various oil & gas equipment, products and service provider companies incorporated in Malaysia, of which the shareholding structure includes Bumiputera participation due to licensing requirements;
- A special purpose vehicle company incorporated in Malaysia, jointly held a major automotive manufacturer in China and an automotive manufacturing company in Malaysia, for the purposes of carrying out business of designation, research and development, assembly, manufacture and sales of instrument panels, floor consoles and door trims (single part and module) and related components for vehicles in Malaysia; and
- A technology company of which the shareholders include major venture capitalists from SEA region.
Real Estate
The real property division team has been engaged in advising and structuring of land acquisition transactions for both Malaysian and foreign-owned entities, including –
- Sale and purchase of residential (sub-sale only), commercial, industrial and agricultural properties
- Property investment and development
- Tenancies and leases
- Consent application involving relevant state authority and Economic Planning Unit
- Real property gains tax and stamp duty
We have assisted a wide array of clients such as property developers, individuals and corporates, local or foreign, in real estate transactions. We regularly advise our clients on appropriate structures conforming with the regulatory requirements imposed by both state and federal authorities as well as the financing of such transactions, where applicable.
Transactions:
- Advising and structuring acquisition and disposal of lands / real property companies including, inter alia, the following transactions –
- Disposal of multiple estate lands via liquidation process for aggregate value of approximately RM150 million;
- Disposal of adjoining lands in Klang Valley to a property developer in Klang Valley for aggregate value of approximately RM150 million;
- Disposal of real property company in Johor Bahru to foreign investors for $10 million and on the structure of the disposal;
- Disposal of assets / lands of a liquidated company in Klang Valley for consideration sum of RM12 million;
- Acquisition of a parcel of land by a reputable developer in Klang Valley for consideration sum of RM10 million; and
- Disposal of lands in Nilai, Negeri Sembilan for consideration sum of RM2.5 million.
Key Persons
Kenneth Wong Poh Lim
Partner
Chermaine Chen Yinn Li
Senior Associate
Emily Lee En Ying
Associate
Gillian Lee Yen Chyi
Pupil-in-Chambers
