IFLR 1000
The Guide to the World's Leading Financial Law Firms

While some practitioners note that the capital markets remained slow in the past year, there have been some deals that caught the market's attention, namely the Petronas Chemical Group IPO. "We've seen some listings in the market," says one lawyer, "and there has been an increasing level of interest from foreign companies in the capital markets in the country." Practitioners note however that there is a need to streamline regulations to meet these needs.

The market continues to be awash with bond issuances, with MTN programmes prevalent in the portfolios of leading law firms in the country. "We've been light on the listing side and equity work," says one partner, "but we're busier than ever on the debt side."

Attention continues to be drawn to sukuk (Islamic bond)issuances and recent developments from the Security Commission of Malaysia on sukuk guidelines are expected to stimulate the market. The guidelines will come into effect in August 2011 and are an attempt to improve the country's regulatory set-up regarding fundraising and product regulation in the private debt securities and sukuk markets. The rules are also intended to increase the efficiency and competitiveness of the sukuk market and to encourage greater cooperation between Islamic capital markets in the Middle East and Asia.

"I would not hesitate to recommend Adnan Sundra & Low as the firm had consistently provided excellent value for money service, quick turnaround time and for being proactive in seeking solutions to problems encountered," says one client. The firm is recommended by peers and clients alike for its prowess in this area and remains at the top of the rankings after yet another productive year. "The firm looks beyond the legal issues to find a workable solution for all parties concerned," says another client.

The firm advised AmInvestment Bank, acting as lead arranger and principal adviser, in the senior notes issuance programme of AmBank (Malaysia). This transaction was led by partner Adrian Chee, and valued at RM7 billion ($2.3 billion).

Partner Deepak Sadasivan is highly regarded by peers and clients. One client says: "He is quite well-known in the capital markets world - particularly in the area of debt capital markets. I find his views very balanced and he is a quite brilliant chap. He has reasonable and justifiable opinions. When it comes to difficult deals, I go to him for his opinion. He's balanced and very commercial."

Sadsivan was involved in advising CIMB Investment Bank and HSBC Amanah Malaysia, acting as the joint lead arrangers, in the Islamic MTN programme undertaken by Pengurusan Air SPV (special purpose vehicle), a wholly-owned subsidiary of Pengurusan Aset Air, which was guaranteed by the government. This transaction was completed in 2011 and valued at RM20 billion.

"Albar & Partners is the cream of the crop, and most firms look to them as a measuring stick in this market," says one peer. The firm has secured mandates on both sides of the capital markets table, with clients divided equally between issuers and arrangers.

A standout transaction for the firm this year was its representation of Petronas Chemicals Group in its IPO on the Malaysian Stock Exchange. Reported as one of the largest IPOs in the region, this deal was part of the government's efforts to make more public sector companies available to investors and boost liquidity in the country's capital markets. The company was listed in November 2010, with total value reported at $4.2 billion.

one client praises the firm's work ethic and communication: "The lawyers are quite hardworking and hungry. They do try to accommodate our concerns whenever possible, and even when they disagree on something they will consult us first before proceeding."

The firm advised Affin Investment Bank, acting as lead arranger, in Boustead Holdings' issuance of bank guaranteed medium term notes. The notes were guaranteed by a consortium of AAA-rated financial institutions. This RM1 billion ($335 million) transaction was led by key partners Angeline Lee and Lily Tan and completed in November 2010.

Clients recommend the firm for its focus: "The legal advice provided is always sound and in tune with commercial objectives," says one

Kadir Andri & Partners continues to be one of the most sought-out firms in the market. Peers note that "its experience and expertise is what you would expect from a top tier outfit." The firm continues to be ranked at the top of the rankings on the basis of praise from both competitors and clients.

"It's a boon that they have such experienced lawyers. There have been numerous occasions where we as clients would say: 'It's a good thing the partner pointed this out," says one client.

The firm acted as Malaysian legal adviser to the underwriter, joint global coordinators and joint bookrunners in the IPO of Malaysia Marine and Heavy Engineering Holdings. This transaction required technical knowledge and further considerations because of the specific nature of the business involved. Concerns included: engineering and construction, marine conversion and marine repair and also the involvement of a cornerstone investor, whose interest had to be balanced with the interests of the underwriters and promoters. This deal was completed in October 2010 and valued at RM2 billion ($671 million).

Clients appreciate the firm and recommend it to others: "The partner we worked with was very thorough, time and again I've recommended him to other clients of mine," says one.

In an effort to emphasise its cross-border capabilities and brand across the region, the firm formerly known as Zaid Ibrahim & Co is now rechristened ZICOlaw.

"The lawyers from the firm give us essential advice at a reasonable timing, and support negotiations appropriately. Furthermore, the associates review the documentation very precisely and in detail," says one client.

A peer says: "The firm cannot be dismissed in this area of practice, and its banking and finance roots are too well-entrenched to disregard."

The firm advised Technip on the IPO strategic investment in Malaysia Marine and Heavy Engineering Holdings. The work involved closely coordinating the investment with the IPO approval, bookbuilding and listing process undertaken by MHB. The matter was completed in October 2010 and valued at RM500 million ($150 million).

Another notable transaction for the firm was advising CIMB Bank on its issuance of callable bull/bear certificates. The issuance is a new type of structured warrant product for Malaysia and the first issuance of this type in the region. Partner Gilbert Gan took the lead in this matter, which was completed in July 2010.

The star-studded capital markets practice at Zul Rafique & Partners sees it maintain its top tier ranking this year, as peers and clients shower acclaim on the firm. A competitor says: "The lawyers at the firm are a cut above the rest. They work on some of the biggest deals in the country. Undoubtedly top-notch." However the firm's capacity was hit when leading lawyer Zandra Tan left in March 2011 to Rahmat Lim & Partners, and market observers are keen to see how the firm responds in the coming year.

In a high-profile deal, the firm advised Celcom Transmission, a subsidiary of Celcom Axiata, in a sukuk (Islamic bond) issuance programme, under the Islamic principle of ijarah (capital leasing) arranged by CIMB Investment Bank and Maybank Investment Bank. The transaction was valued at RM4.2 billion ($1.4 billion), and was completed in August 2010. This matter was heralded by market commentators as a first-class, high quality Islamic financing transaction.

Clients appreciate the firm's personable approach: "With the firm, we can always be assured of attention from senior partners. The wide expertise and quality service more than met expectation."

The firm acted for Barclays Bank, RBS and Standard Chartered, who were the joint lead managers, in Hong Leong Bank's issuance of five-year senior bonds. The deal is reported to be the first senior bond issuance by a Malaysian bank. The transaction was completed in March 2011 and valued at $300 million.

"Shearn Delamore & Co has a solid reputation of being one of the leading firms in Malaysia," says one client. The firm has been a preferred firm for an established collection of domestic investment banks, with one peer noting that "the historical nature of the practices ensures the firm's steady work flow".

The firm acted for the borrowers in a transaction regarding credit facilities granted to them for the purpose of redeeming certain sukuk ijarah (Islamic bond and capital leasing)issued by the client. Partner Tee Joe Lei was led this matter, which was valued at RM190 million ($63 million) and completed in September 2010.

One client recommends the firm on the strength of its lawyers: "The lawyers provide vast experience and excellent technical expertise. Upon this, the partner was wonderful to have as a member of the negotiating team because she can be reasonable, pragmatic and also firm when the situation demands it."

A notable transaction for the firm was its representation of Axiata Group in the sale of a portion of its stake in PT XL Axiata Tbk, which is listed on the Indonesian Stock Exchange. The sale was conducted through a Rule 144A private placement.

The capital markets practice at Shook Lin & Bok engages in a mix of both equity and debt work. Clients were effusive in their praise for the lawyers in this practice. One singles out junior partner Kelvin Loh: "Working with Kelvin has been a joy. He was both professional and technically sound. Experiences with such lawyers set this firm apart from others."

A highlight transaction for the firm was its representation of Cagamas, a national mortgage corporation and leading securitisation house, in the issuance of an innovative sukuk al-amanah li al-istithmar (Islamic bond) under an Islamic commercial paper programme and an Islamic MTN programme. This matter was hailed by market observers as a truly unique deal, with the combination of innovative deal structure and pedigree of issuer a singular confluence of substantial import. The aggregate value of the transaction was RM5 billion ($1.6 billion), with the matter completed in July 2010.

A client praises the firm for its reasonable manner: "The lawyers were able to provide commercially workable solutions to address the needs of various parties within the time constraints imposed. Just as importantly, they were able to convincingly address each party's concerns."

"Skrine is a big firm, and with such vast resources, the lawyers there can handle it all, be it a financial and corporate matter, or a litigation matter," declares one client. The firm retains its place in the market on the back of glowing support from peers and clients."The firm has been at the forefront of financial and corporate law in the country for awhile," one peer says.

The firm was involved in Baneng Holding's debt restructuring scheme which also involved the issuance of securities. The transaction is yet to be completed, and has been valued at RM215 million ($72 million).

A client recommends the firm for its level of service: "I would recommend the firm for its thoroughness. The efficiency and professionalism that they delivered through the lawyers we worked with was impressive."

The international capabilities are also highlighted by client of the firm: "The firm is very globalised: they seem to deal with an awful lot of foreign entities and international companies," says one.

"Wong & Partners has very professional lawyers, and of the partners I've dealt with, are all excellent examples of experience and endeavour in their fields," says one client. The firm is also lauded by peers for its capital markets experience. The arrival of partner Mark Lim as group head in June 2010 will yield dividends according to peers, as one says: "He's a superstar and the firm is definitely looking at the top with arrivals such as him."

Lim advised Maybank Investment Bank and AmInvestment Bank, acting as mandated joint lead arrangers, in an Islamic MTN programme, under the shariah principles of musharakah (partnership finance) which was made available to Westports Malaysia, a Malaysian multi-cargo port operator. The transaction was valued at RM2 billion ($671 million).

Another notable matter was the firm's representation of SK Telecom in its subscription for Class C Islamic irredeemable convertible preference shares in Packet One Networks. This included the subscription of Islamic convertible preference shares, while maintaining the client's interests as a preference shareholder against other classes of existing preference shareholders, and the role as an ordinary shareholder in a public listing of the target company.

Cheang & Ariff exhibited a range of work from domestic and international clients in the past year. The firm is well-regarded by peers for its versatile practice, and its capital markets work is no different. The firm advised SP Setia in a proposed placement in the last year. Valued at RM884 million ($277 million), the transaction was completed in March 2011. This was one of the larger placements in 2011, with the value of the transaction representing 15% of the client's share capital.

"Jeff Leong Poon & Wong is very responsive. Whenever we have any issues, the lawyers will come back to us immediately, even if it's an interim answer while they search for more alternatives," says a client. The firm enjoys a considerable reputation in the market, with its association with Hong Kong-based Deacons of great benefit for its growing presence in Asia. The firm has particular expertise in capital markets, where partner Jeff Leong is named as a "well-known and talented lawyer in the country" by peers. A continuing matter for the firm is its involvement in the IPO of UMW Oil & Gas, which has been valued at RM1.65 billion ($517,000).

Lee Choon Wan & Co consolidates its position in the area of capital markets, with a number of IPOs completed in the last year. Though the firm lost partner Azrina Binti Tumar in November 2010, work has continued to flow in. The firm advised Berjaya Retail in its IPO on the main market in August 2010. Partners Jackson Ngiam Keat and Alicia Tan May Sien were the partners in charge of this transaction.

"Lee Hishammuddin Allen & Gledhill is very professional and gives the right advice," says a client. The firm continues to offer a consistently high quality of service. A client says: "The quality of service here is unbeatable. I've worked overseas over the past 15 years, in cities such as Singapore, London, Dublin and other European cities, and in comparison the firm's quality of service is superb." The firm advised RHB Investment Bank and AmInvestment Bank, acting as joint advisers to issuer WCT, in the issuance of serial fixed rate bonds of up to five years with detachable warrants. The transaction was completed in March 2011 and valued at RM600 million ($188 million).

"Lee Perara & Tan is good at work in the debt capital markets, and has experience with private debt securities," says a peer. The firm makes a debut on the capital markets rankings this year, with clients and peers noting the firm's capability and reputation in this particular area of practice. A notable matter was the firms advising of Starhill Real Estate Investment Trust, controlled by client YTL Corporation, in the issuance of asset-backed notes under an asset-backed MTN program by Ara Bintang, a special purpose vehicle. The transaction was completed in June 2010.

"Naqiz & Partners provides timely and personalised service," says a client. The capital markets practice at the firm has been lauded by peers and clients, with a peer noting: "The firm has presence in the area of capital markets, and visibility is increasing as their capacity grows." A highlight for the firm was its work on the IPO of client Boilermech Holdings. The transaction was valued at RM100 million ($31 million) with the listing date in May 2011. This has been reported as one of the largest IPOs on the ACE Market for 2011.

Rahmat Lim & Partners has made substantial headway in the market since its inception in January 2010, and is ranked for capital markets this year. The firm's recent capture of partner Zandra Tan in April 2011 is sure to only improve the already robust capital markets practice in the firm. A highlight transaction of the firm in the last year was its advising of Hap Seng Consolidated in a proposed capital raising, which involves a private placement, a rights issue and a bonus issue. Managing partner Lim Teong Sit and partner Wan Kai Chee are leading the team on this matter, with the deal being valued at RM1.4 billion ($439 million).

Raja Darryl & Loh is commended by clients for its ability to take a business-oriented view on matters: "The firm has an understanding of the industry we are in, which helps when ask them for advice on matters." Apart from its expertise in capital markets, the firm has also created a considerable niche in the area of funds listings. A notable matter for the firm its representation of Malton in its joint equity and debt security offering. This transaction is expected to raise RM235 million ($73 million) for the client, and was announced on the Malaysian Stock Exchange in December 2010 and yet to be closed.

Tay & Partners possesses a considerable capital markets practice, with partner Ronald Tan particularly versatile in this space, providing leadership in both equity and debt capital markets work. A highlight for the firm was its advising of Alluvium in its issuance of Islamic bonds via sukuk musyarakah- structures secured against Petronas FPSO and FSO contracts revenues. Tan led the team on this transaction, which is yet to be completed and valued at RM660 million ($206 million). Another high profile matter is advising Eversendai Corporation in its listing and issuance of shares. The market capitalisation of the transaction is expected to be over RM1 billion ($313 million).

Wong Beh Toh enters the rankings this year after much acclaim from peers and clients. A competitor notes: "It would be amiss not to consider this firm in capital markets. It's heavily involved in work there." A notable matter for the firm was its representation of Masterskill Education Group in its listing on the main market of Bursa Malaysia Securities. This transaction was reported as one of the largest listings in the education listing, with a market capitalisation of RM1.4 billion ($439 million). The matter was completed in May 2010.

Zain & Co provides capital markets advice and expertise to both domestic and international clients. Partner Salwah Abdul Shukor is an ever-present for the firm, and is well respected by peers as a "quality practitioner." In a notable matter for the firm, a Shukor-led team advised a German banking group owned by the German federal government in the proposed transfer of a portfolio of assets and liabilities to a German government-owned public agency to wind down the portfolio. The transaction was valued at €210 billion ($69 billion).