international languages China Japan Korea Germany Spain
Home About Us Our People What We Do Resources and Information What's New Careers and Alumni Contact Us
  In this section
Practice Groups
 
Competition Law & Antitrust
Corporate & Commercial
Corporate Secretarial
Department
Dispute Resolution
Employment &
Administrative Law
Energy, Natural Resources & Green Technology
Environmental
Financial Services
Immigration
Infrastructure & Projects
Intellectual Property
Personal Data Protection & Privacy Laws
Real Estate
Regulatory Compliance & Enforcement
Tax & Revenue
Technology & Communications
Worldwide Reach

The Corporate and Commercial Practice Group is one of the oldest in Malaysia.

The Practice Group’s involvement in the legal and economic development of Malaysia is reflected in the many varied and cutting edge transactions it has advised on in the course of Malaysia’s history.

The Practice Group is proud of a number of firsts. It was involved in the establishment of the first ever proprietary club to be established otherwise than under the Societies Act 1966, with the concept of transferable club membership, that is, the Subang Executive Centre. In 1989, the Practice Group also undertook the establishment of the first Malaysia Property Trust, which was the first unit trust set up in Malaysia for the purposes of investing exclusively in commercial properties.

The firm has historical connections with a number of foreign banks and insurance companies and continues to have strong relationships with other foreign corporate clients.

In recent history, and particularly after the enactment of the Code on Takeovers and Mergers in 1987, Shearn has been involved in many landmark corporate battles. Among them was the successful hostile takeover of Industrial Oxygen Incorporated Berhad, which succeeded through the open market in an era when this was not common. Another example was the defence of Multi-Purpose Berhad against a hostile bid mounted by Hong Leong Holdings Berhad.

The Practice Group remains very active in mergers and acquisitions. Reported as the largest foreign take over of a Malaysian company in 2006, we acted for the acquiror Daikin Industries Ltd of Japan in its take over of the entire shareholding of a Malaysian listed entity, OYL Industries Berhad for an approximate total of RM7.6 billion. In 2008, we acted as Malaysian counsel for Bank of America and Merrill Lynch in the acquisition of Merrill Lynch & Co., Inc. by Bank of America Corporation.

The recent advent of Private Equity interest in Malaysian companies saw us acting in 2007 for Paperbox Holdings Limited, a British Virgin Islands SPV established by funds advised by CVC Asia Pacific in its RM745 million LBO of the Malaysian paper and packaging business of Genting Berhad. It was CVC's first investment in Malaysia and is one of the first (if not the first), and largest, LBOs in Malaysia. We continue to act for Private Equity firms in bid and non bid transactions.

On the other side of the coin, the Practice Group also advises on demergers. One of those that is particularly noteworthy was the demerger of Tan Chong Consolidated Sdn Bhd. Three divisions of Tan Chong Motor Holdings Berhad were spun off and subsequently listed on the Hong Kong and Kuala Lumpur stock exchanges respectively.

To know more of the Corporate & Commercial Practice Group's Heritage, please click here.

For Practice Group's awards and recognition, please click here

.



Minimise All | Expand All
Alternative Business Structures & Entities

The start of a business venture will often see a multitude of issues being considered including the most appropriate business structure or entity to be used. Our lawyers can provide suggestions on the suitable alternatives available taking into account the commercial objectives and specific circumstances of an investor, as well as the choice of investment vehicles.

Our own Corporate and Secretarial Services Department is on hand to assist with the procedures involved in the incorporation of a private company in Malaysia.

Compliance
We advise and assist both local and foreign clients on compliance with various legislation, rules, by-laws, regulations, guidelines and practice notes applicable in Malaysia. These include issues pertaining to compliance with guidelines on equity structure issued by the Ministry of International Trade and Industry and other regulatory authorities. For transactions or dealings involving listed companies, we can provide advice on the listing requirements of Bursa Malaysia Securities Berhad ("Bursa Malaysia") and the various guidelines issued by the Securities Commission.
Competition Law

We are able to guide clients on laws and regulations applicable in Malaysia in relation to curbing unfair business practices or conduct that lessens competition such as anti-trust and anti-competition legislation. This also includes advice on related issues such as customer protection and restrictive business practices, such as price-fixing.

Consumer Law

We are able to advise clients on issues relating to the Consumer Protection Act, 1999 which regulates misleading and deceptive conduct, false representation, guarantees for product and product safety.

Corporate Advisory

At the core of our practice is advisory work covering the entire spectrum of company law as encompassed in the Companies Act, 1965 and other relevant legislation such as the Capital Markets and Services Act 2007 and the Securities Commission Act 1993.

Corporate and Debt Restructuring

Our team of lawyers have vast experience in a wide variety of restructuring exercises in Malaysia, including merger and acquisition exercises, sales of businesses, shares or assets as well as restructuring agreements for financially distressed companies. Our track record includes advising on acquisitions by both Malaysian and foreign companies.

Corporate Governance

We advice and assist corporations and boards of directors on governance related issues such as compliance, planning and internal processes in order to ensure the smooth running of companies on a day to day basis in compliance with most current practices prescribed.

Due Diligence

Due diligence audits cover a wide area of legal investigation on the subject’s businesses and operations and typically include corporate information, licences, permits and approvals, banking matters, contracts, property, employment, tax, litigation, insurance, and environment.

Having undertaken reviews on companies from diverse industries and sectors including manufacturing, banking, retail operations, oil and gas operations and infrastructure projects, in the context of corporate exercises for both domestic and global transactions, our team has the experience to manage complex due diligence audits, provide in-depth analyses and identify key and risk issues.

Environmental Law

In keeping with the global emphasis on environmental protection, we are seeing more and more issues and concerns with compliance with environmental laws in our practice. We assist clients in providing environmental advice from both the legal and regulatory perspectives and undertake legal due diligence on environmental matters.

Exchange Control Regulations

In the aftermath of the 1997 Asian financial crisis, various regulations were put in place by the Central Bank of Malaysia (Bank Negara Malaysia) in relation to exchange control. With the stabilisation of the economy, from time to time the restrictions have been relaxed. We provide advice on the implication of any exchange control regulations on proposed transactions.

Foreign Investment & Joint Ventures

We have considerable experience and sound understanding of the practical issues relating to the regulations on foreign investments and joint ventures. We pride ourselves in having the ability to formulate well thought out advice to address the real and practical issues relating to the interpretation of the applicable equity guidelines, and which may have an impact on any joint venture proposed by the parties. We have advised and acted in a wide range of domestic and international joint ventures, such as joint ventures for companies in the oil and gas industry.

Franchising & Licensing

Legal considerations are involved in the operation of a franchise in Malaysia, whether in the setting up of a new chain or the establishment of new business premises. As part of our practice, we have advised franchisees, franchisors, manufacturers and distributors in relation to franchise transaction matters, acquisition and sale of franchises, renewal agreements, licensing arrangements and outsourcing and distribution agreements.

Initial Public Offerings

Our experience in IPO and capital markets transactions has gained us prominence and we have a proven ability to handle major and cutting-edge transactions.

Besides listings on Bursa Malaysia, we have also been involved with IPOs on the Singapore Stock Exchange and on the London Alternative Investment Market (AIM).

With the increasing demand for high standards of disclosure and due diligence by the Securities Commission, a comprehensive involvement in the review and preparation of submissions to the regulators, prospectus and other offering documents becomes a critical factor and we have been able to consistently meet this challenge.

Insolvency & Liquidation

In the event of insolvency or liquidation, we are able to provide advice on the options available and the steps involved. In this regard, we have worked closely with liquidators to provide support for the legal aspects of the procedures.

Insurance & Financial Institutions Regulations

We advise many insurers, local and international financial institutions, brokers and intermediaries on regulatory and compliance matters as well as transactions in the insurance and financial sector. Our scope of work covers insurance and reinsurance policies, insurance M&A, distribution, outsourcing and other commercial agreements, regulatory investigations, professional indemnity, product development, product liabilities and regulation and structuring issues.

Internet & E-Commerce

Cyber law deals with legal issues relating to the use of communications technology. Our scope of work covers Internet, web & electronic commerce transactions and regulatory compliance. Our team works hand in hand with our Intellectual Property Practice Group to advise on intellectual property matters, including the licensing and regulation of intellectual property rights, licensing, drafting, vetting, reviewing and the negotiation of intellectual property and technology contracts.

Leveraged Buyout

As a result of our pioneering experience in the field of leveraged buyouts (LBOs) in Malaysia, we have first hand structuring experience and understanding of the difficulties that can arise in carrying out LBO exercises.

Our corporate practice group forms a seamless team with our financial services practice group, bringing together the experience and knowledge in both corporate matters and finance operations to see the deals through. At the same time, we are attuned to the business realities of requiring efficient action to which LBOs are accustomed.

Licensing & Regulatory Approvals

We prepare, review and advise on statutory and regulatory approvals required in Malaysia. We aim to assist clients from the stage of identification of the requisite approvals to the actual submission to the regulatory authorities, where possible. We believe in structuring and presenting the applications in a manner most effective for the clients.

Mergers, Acquisitions & Divestments

We have international experience, local knowledge and keen understanding of the issues involved in M&A transactions. These strengths, along with our multidisciplinary practice groups ensure that our clients receive specific advice on various aspects of M&A transactions such as tax, employment law, intellectual property and exchange control.

Offshore Companies

Labuan is an integrated International Offshore Financial Centre offering a wide range of offshore financial products and services to customers all around the world, including banking and investment banking, trust business and fund management. As part of our practice, we also advise on offshore legislation in Labuan.

Private Equity/Securities Offerings

In line with the growing trend on private equity investments, our team advises private equity funds on potential investments and acquisitions in Malaysia. We ensure that our advice is up-to-date with the most current legislation, such as the Capital Markets and Services Act 2007 as well as the guidelines issued by the Securities Commission. Besides Malaysian entities, we also advise international banking corporations and highly regarded private equity firms. We work with international law firms to ensure that clients’ interests are further secured, not only from a local perspective, but also on a global level.

In the area of securities offerings, we advise on the regulatory approvals in Malaysia and provisions of the securities laws in connection with various types of securities offerings. For this purpose, we have advised various foreign corporations and private equity funds.

Stamp Duty

An important element in structuring a transaction is to deal with and minimise any exposure to stamp duty pertaining to a transaction right from the outset. Thus, as part of our practice, we advise on stamp duty implications for corporate exercises and assist with applications for stamp duty exemptions or relief(s) available under the Stamp Act 1949.

Trade & Commerce

We advise on a wide spectrum of commercial agreements, including agency and distribution agreements, manufacturing and supply agreements, marketing agreements, joint venture agreements, procurement and trading contracts, service and management agreements, and licensing agreements. This is combined with extensive experience in handling the documentation for the same.

Datin Grace C G Yeoh
Dato' Johari Razak
Lorraine Cheah
Putri Noor Shariza Noordin
Ng Swee Kee
Marhaini Nordin
Michelle Wong Min Er
Nicholas Tan Choi Chuan

© Shearn Delamore & Co. Disclaimers & Terms of Use | Privacy Policy
This page requires the Adobe Flash Player version 7 or higher
Best viewed at 1024 x 768