SOME OF OUR PAST EXPERIENCES IN BANKING, FINANCING & REAL ESTATE TRANSACTIONS

1. BANKING & FINANCING

   1. Acted for foreign-owned bank in structuring their lending in the aggregate sum in excess of RM1.6 billion to fund the acquisition of shares of a Malaysian company listed on the Main Market of Bursa Securities Malaysia Berhad and taking it private.

   2. Acted for Labuan subsidiary of a foreign bank in the issuance of USD17 million guarantee via its affiliates in the Netherlands and Indonesia, in respect of an oil and gas exploration venture in Indonesia by the Indonesian subsidiary of a Malaysian listed company.

   3. Acted for Labuan subsidiary of a foreign bank in financing an Indonesian subsidiary of a plantation-based Malaysian listed company of 11,000 hectares of land lease rights in Indonesia.

   4. Acted for foreign-owned bank in the RM90 million financing of a Malaysian subsidiary of a Singapore listed company in the acquisition of a 30-storey block of service apartments.

   5. Acted as Malaysian counsel for a foreign bank mandated as Lead Arranger, Agent, Security Trustee, Original Lender and Issuing Bank in a USD27.6 million loan to a Mauritius borrower with securities located in Mauritius, Northern Ireland, England and Malaysia.

   6. Acted for foreign bank in Malaysia in its grant of loan of RM73 million to a subsidiary of a Malaysian listed company to indirectly finance an associate company's construction projects in Dubai.

   7. Acted as Malaysian counsel for Labuan subsidiary of a foreign bank in its financing of a Malaysian listed company’s unwinding of interest rate swap transactions with, inter alia, air-craft engines mortgage as security.

   8. Acted for Malaysian bank in the pre-mature redemption of commercial papers and medium-term notes with a face value of about RM74 million issued by a subsidiary of Malaysian listed company secured, inter alia, by a tolled road concession.

   9. Acted for Labuan subsidiary of a foreign bank in its grant of loan to a borrower in Hong Kong for the indirect financing of its subsidiary’s construction, completion and commissioning of a waste water project in the Republic of China under a concession agreement made with the local authority in China.

   10. Acted for foreign-owned Malaysian bank in the revision and restructure of part of a club deal loan granted, including the grant of new securities and the restructuring of the existing securities and the security sharing arrangement between lenders.

   11. Acted for foreign-owned Malaysian bank in the re-financing of facilities granted to borrower who has privatised a listed company pursuant to a debt push-down and restructure of the various securities.

   12. Advised foreign-owned Malaysian bank in its financing the acquisition of a controlling stake in a Malaysian company which holds a substantial stake in a corporation whose shares are listed in the US.

   13. Acted for foreign-owned bank in Malaysia in the preparation and finalisation of standardised documents for its project development financing business in Malaysia.

2. REAL ESTATE

   1. Acted for subsidiary of a Malaysian listed company in its acquisition from a British Virgin Islands incorporated company of the building and strata rights over a piece of land for the construction and ownership of a shopping mall and the subsequent building contract for the development of the shopping mall with landowner and Malaysian developer company.

   2. Acted for Malaysian company in its acquisition of a 5-storey office building with 2 basement carparks together with all existing service contracts and tenancies and the subsequent sale of the same.

   3. Acted for foreign-owned Malaysian company in securing the option rights to acquire a piece of land together with a 6-storey building with 2 basement car parks, and pending the exercise of the option to take a tenancy of certain premises within the building, and upon the exercise of the option and pending the completion of the transaction, to assume the operational control of the operations and management of the entire property.

   4. Acted for a Malaysian listed Malaysian company in the exchange of its oil palm plantation lands of about 2,200 hectares with another Malaysian listed company of its plantation land of about 2,300 hectares with various plants and buildings, and exchange of employees with approval from the Estate Land Board

   5. Acted for subsidiary of a listed Malaysian company in its acquisition of a hospital which was custom built pursuant to a Design, Build and Lease Agreement, the termination of the lease and the simultaneous acquisition of ancillary support infra-structure facilities, including car park complex.

   6. Acted for a developer in structuring its acquisition of a choice piece of prime land in the central business district in Kuala Lumpur for a commercial development with a gross development value of more than RM600 million.

   7. Acted for foreign diplomatic mission in Malaysia on their acquisition and disposal of properties in Malaysia, including sale by way of tender and lease back.

   8. Acted for developer in the sale of a collection of lands subject to various categories of land use (not governed by the statutory prescribed agreement) with a value of approximately RM121 million.

   9. Acted for developers (including subsidiaries of Malaysian listed companies) in the sale of residential, commercial and other properties to end-buyers.

   10. Acted for clients in post-auction matters.

3. Advisory and documentation on the various formats of joint venture land developments and participation rights to land development arrangements for the development of residential and commercial units, including mixed development with shopping mall.

4. Conduct of legal due diligence relating to the acquisition of real estate and other transactions relating to joint venture land developments.

5. Acted for Hong Kong subsidiary of a Japanese listed company in its acquisition from a corporation incorporated in Singapore of 200,000 metric tons of certain mineral to be mined in and exported from Malaysia by a Malaysian mining company that own the rights to mine and sell such mineral by the mining lease holder.

6. Acted for subsidiary of a Japanese multinational in its entry with Malaysian companies of mining agreement for carrying out mining operations in Malaysia for bauxite and also the purchase agreement for the bauxite mined in Malaysia. 

7. Acted for foreign-owned Malaysian bank to attend to their tenancies and leases of residential and commercial properties, including offices, commercial shop lots and lands.

8. Advisory and documentation on the various types of agreements and transactions relating to occupation of real property, such as tenancy, lease, build and lease and license arrangements.

SOME OF OUR PAST EXPERIENCES IN CORPORATE & COMMERCIAL TRANSACTIONS

1. Acquisition and/or disposal of shares in Malaysian companies, including the following: 

   1. Acquisition by Malaysian entity of a Singapore banking group of 100% of Malaysian entity of another Singapore banking group and subsequent merger of the Malaysian entities including reduction of share capital, central bank and other approvals, stamp duty relief, transfer of unionised and non-unionised employees and voluntary separation scheme.

   2. Acquisition by Malaysian subsidiary of a Hong Kong entity incorporated in the Cayman Islands and listed in Hong Kong with its global headquarter in Singapore and carrying on business as a leading global supplier of hardware and software solutions for the manufacture of semiconductors and electronics of 100% of Malaysian entity carrying on business as provider of services and consultations for projects involving processes and facility automation.

   3. Acquisition by Malaysian listed company from subsidiary of another Malaysian listed company and other shareholders of 100% of the shareholdings in various companies carrying on directly and indirectly of retail businesses in Malaysia and the People’s Republic of China.

   4. Disposal by subsidiary of a Dutch company listed in the Euronext Amsterdam Stock Exchange (provider of solutions for telecommunications) of its shares in Malaysian company.

   5. Disposal by Malaysian shareholders of an approved insurance broker regulated by the central bank of Malaysia.

2. Acquisition and/or disposal of business / assets in Malaysian companies, including the following: 

   1. Structuring of acquisitions with requisite approvals for 100% foreign ownership of 10 Malaysian companies held ultimately by a Hong Kong incorporated company of chocolate and beverage manufacturing and trading business and assets including intellectual property in multiple jurisdictions from Malaysian listed company.

   2. Acquisition by subsidiary of US based corporation of assets and business as a going concern of 2 local companies carrying on business in the importation, sale and distribution of food ingredient and raw materials for pharmaceutical and food industry with absolute bill of sale on stocks.

   3. Advised US based corporation with footprints in multiple jurisdictions involved in amongst others agribusiness, chemicals and food ingredients in the integration of its Malaysian business entities.

   4. Advised on the combination of member firms of international accounting firms.

   5. Acquisition by Malaysian listed company of the business and certain assets from a Malaysian operator of departmental stores.

3. Reverse takeover, including the following: 

   1. Disposal of shares of numerous companies carrying on business as timber concession holders to Malaysian listed entity resulting in the sellers of shares controlling the Malaysian listed entity.

   2. Structuring of listing by reverse takeover of a foreign timber concern with ICULS.

4. Advisory and documentation on proposed initial public offer, corporate proposals and transactions in connection therewith.

5. Conduct of legal due diligence (for both local and foreign clients including for foreign legal and accounting firms):

   1. For the purposes of acquisition of securities in Malaysian companies.

   2. For the purposes of acquisition of business and/or assets of Malaysian companies.

   3. For the purposes of listing.

   4. For the purposes of compliance with statutory and regulatory requirements pertaining to submission of applications to the Securities Commission, Bursa Malaysia Securities Berhad and/or other regulatory authorities, or for the issue of Circular or other documents to Shareholders of Malaysian listed companies. 

6. Advisory and documentation relating to the establishment of partnership, collaboration, joint venture (both on a corporate and unincorporated basis, such as a consortium and unincorporated joint venture) and shareholders arrangements for various types of business activities in Malaysia, involving both local and foreign parties.

7. Advisory and documentation on the structuring of both local and foreign investments in Malaysia, including the structuring and restructuring of shareholdings for the purposes of listing or to comply with regulatory requirements and investors’ objectives.

8. Advisory and documentation on franchising and licensing arrangements, including the licensing of the rights to use data, software, patents, trademarks and tradenames.

9. Advisory on corporate and statutory compliance or governance for Malaysian companies both private and listed entities.

10. Advisory and documentation on the establishment by a New York Stock Exchange listed global multi-level marketing company of a direct sales company in Malaysia and the procurement of a multi-level direct sales licence.

11. Advisory and documentation on various types of commercial agreements and transactions, involving both local and foreign clients.

12. Advisory and documentation on contract for service and contract of service, including documentation on employees’ manual or handbook.

13. Advisory and documentation on Family Trust Settlements, whether trustees are trust corporation or individual trustees.

We have multinationals as clients, including clients who are listed in foreign jurisdictions. Our multi-national clients include the following:

1. multi-level direct sale company (personal care products and dietary supplements) with its ultimate US company listed in the NYSE.

2. subsidiary of a global market leader in the field of hematology, with its ultimate holding company listed in Japan.

3. subsidiary of a NASDAQ listed global medical technology company that develops and produces a wide array of industry-leading monitoring technologies.

4. subsidiaries of NYSE listed US global leader in the manufacture of automotive seatings.

5. subsidiaries of US based company with footprints in multiple jurisdictions involved in amongst others agribusiness, chemicals and food ingredients.

6. subsidiary of a French company which is a global leader in luxury wines and spirits.

7. subsidiary of a French company which is a world leader in the provision of testing, inspection and certification services.

8. subsidiary of a Dutch company listed in the Euronext Amsterdam Stock Exchange (provider of solutions for telecommunications).

9. distributor of footwear and sports and casual apparels of international brands.

SOME OF OUR PAST EXPERIENCES IN LITIGATION, ARBITRATION & DISPUTE RESOLUTION TRANSACTIONS

1. Acted for clients (both individuals and companies including listed companies and Malaysian subsidiary of foreign listed company) in a wide range of civil and commercial disputes including contractual claims / disputes, shareholders’ disputes and other company law related matters, corporate insolvency and bankruptcy related matters, fraud litigations, tortious claims, banking disputes and employment disputes. 

2. Acted for client(s) in application for and resisting challenges by creditors to oppose the application for judicial management order; and resisting creditors’ application to set aside the judicial management order obtained as well as in opposing winding-up petitions brought by the various creditors. 

3. Acted for Malaysian listed company in Court for damages and account of profits against multiple defendants including its former directors and shareholders for misrepresentation, breach of fiduciary duties and fidelity as well as confidence, unlawful interference to business and conspiracy to injure.

4. Acted for subsidiary of a foreign listed company in its claim in Court for damages and account of profits against former directors and executives for amongst others, breach of fiduciary and statutory duties.

5. Acted for ‘White Knight’ in a suit seeking the rescission of agreement(s) entered by the ‘White Knight’ with a distressed public listed company, whereby the ‘White Knight’ injected a 1,000 acres estate land into the public listed company and in return, received new shares issued by the public listed company.

6. Acted for clients (individuals and companies) in applying for or opposing Mareva injunctions to prevent the dissipation of assets pending the outcome of or completion of legal proceedings in Court, and other type of interlocutory injunctions (including mandatory injunctions and restraining orders) pending the outcome of or completion of legal proceedings in Court. 

7. Acted for client(s) in recovery of funds wrongfully paid into 3^rd party’s account.

8. Acted for clients (individuals and companies) in land fraud matters.     

9. Acted for client(s) in compulsory land acquisition and land reference matters. 

10. Acted for client(s) in defamation matters. 

11. Acted for client(s) and provided advisory on matters arising out of and relating to infringement of intellectual property rights.

12. Acted for clients (individuals/purchasers and companies/housing developers) in strata management and housing development disputes in the Strata Management Tribunal and in Court.

13. Acted for clients (individuals and companies) and advised on matters relating to landlord and tenant disputes. 

14. Acted for employers/employees in unfair dismissal matters in the Industrial Court (including conducting trial and negotiations for settlement).

15. Acted for employer(s) in the Labour Court for employee’s claim for payment in lieu of notice period and termination benefits. 

16. Advisory on employment matters including drafting and reviewing employment contracts and mutual separation schemes, advising on transfer of employees, termination including on grounds of misconduct and/or poor performance, redundancy, retrenchment, picketing, strikes and lock-outs, and matters relating to foreign workers.  

17. Acted for husband and/or wife in matrimonial matters including divorce proceedings, preparation and review of settlement agreements, and advisory on matters relating to matrimonial assets and custody disputes. 

18. Acted for clients, both locals and foreigners, in contentious and non-contentious probate proceedings. 

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