M&A in Malaysia has seen a wave of regulatory change in the last year. The implementation of the Takeover Code in December 2010 and the expected Competition Act coming in 2012 have both been pivotal developments for this area of practice. "They're welcome changes to the market," says a lawyer, "but it will require quite some getting used to." Some firms have already made moves to secure in-house specialists in the area of competition law, looking abroad to hire. "We've anticipated this need for competition advice, and have brought in someone who has extensive experience working in competition law in more developed markets abroad," says the managing partner of one firm.
The Takeover Code eliminates a loophole that allowed the take over of a listed company with just a simple majority of shareholders. This development has been met with some relief by practitioners. "These changes in the new takeover regulations require more disclosures by parties looking to buy out listed companies and prohibit certain actions by companies to frustrate takeover bids," says one practitioner.
The Competition Act has two key prohibitions at the moment, which ban anti-competitive agreements and the abuse of dominant positions in the market. At the moment there are no provisions regulating mergers and acquisitions. One lawyer remarks: "The act is intended to create a level playing field for all businesses, thereby inspiring confidence in foreign investors, whilst improving competitiveness of goods and services in Malaysia."
Kadir Andri & Partners
"Kadir Andri & Partners has without doubt, one of the top M&A practices in the country," says one rival. The firm sits firmly at the top of the rankings this year, after praise from peers and clients in the last year....
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"Kadir Andri & Partners has without doubt, one of the top M&A practices in the country," says one rival. The firm sits firmly at the top of the rankings this year, after praise from peers and clients in the last year.
A high profile transaction in the past year was the firm's representation of Integrated Healthcare Holdings, a subsidiary of Khazanah Nasional, in acquisition of control over the Parkway group, one of Asia's largest listed healthcare groups. This transaction was closely followed by the market, as it involved a public take-over struggle between the firm's client Khazanah Nasional and India's Fortis Global Healthcare. The acquisition consolidated the client's position in the healthcare market. The deal was closed in November 2010, with the value reported at $2.69 billion.
Clients value the nuanced and singular service provided by the firm: "The lawyers are cautious, protective, careful and proactive, which only a corporate firm of this calibre can offer."
The firm was involved in the privatisation of Tanjong through a voluntary general offer by Tanjong Capital. A team led by partners E Sreesanthan and Samuel Hong advised a special purpose vehicle (SPV) controlled by Malaysian tycoon Ananda Krishnan, who held a substantial stake in Tanjong prior to the privatisation. This transaction was completed in November 2010 and valued at $1.5 billion.
One client recommends the firm for its innovation: "The lawyers there have demonstrated the ability to think outside of the box and be commercially minded."
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Leading lawyers
Adrian Yong Huang Chair
Tan Kong Yam
Shearn Delamore & Co
Possessing one of the largest and oldest corporate practices in the country, Shearn Delamore & Co remains a trendsetter among the main players in the market. The firm is involved in both cross border transactions as well as domestic work, playing the part of Malaysian counsel to quite a number of international matters....
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Possessing one of the largest and oldest corporate practices in the country, Shearn Delamore & Co remains a trendsetter among the main players in the market. The firm is involved in both cross border transactions as well as domestic work, playing the part of Malaysian counsel to quite a number of international matters.
The firm advised for French company Total in its disposal of its coatings and photocure resins businesses. A team led by partner Ng Swee Kee acted as Malaysian counsel in this €550 million ($785 million) transaction. The agreement was signed in April 2011.
Clients recommend Ng for his accessibility: "He makes himself available at all times or informs us of his availability beforehand to prevent any surprises. Combined with a strong team to support him, swift response time is ensured by the firm."
A notable deal for the firm was acting for Khazhanah Nasional in its acquisition, through its subsidiary Pantai Sabak Ventures, of a 70% stake in Teluk Datai Resorts, who owns the Teluk Datai Resort in Langkawi Island. The transaction was completed in July 2010 and valued at over RM300 million ($100.7 million). With this acquisition, an expected RM1 billion of investment is supposed to flow in to the development of Teluk Datai Resorts.
One client praises the lawyers at the firm: "They have been comprehensive and conservative in their advice, thus ensuring that we are protected from unnecessary future legal issues."
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Leading lawyers
Anita Balakrishnan
Ng Swee Kee
Marhaini Nordin
Skrine
"Skrine has some of the most professional lawyers. They are diligent and competent in all respects....
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"Skrine has some of the most professional lawyers. They are diligent and competent in all respects. If there is any delay it is usually more our fault than theirs: they are very responsive," says one client. The firm combines renowned litigation expertise with a reputable corporate practice. Peers note that the firm "remains the firm to beat in all corporate matters."
The firm advised AIA in the setting up of joint venture company AIA AFG Takaful with Alliance Bank Malaysia. Work included preparing the shareholders' agreement between the joint venture parties and preparing the exclusive distribution agreement and the services agreement as well. The transaction was completed in early 2011.
Partner Janet Looi is particularly well-regarded by clients: "She is very quick to respond, and with quality individuals such as these, the added value provided by the firm far exceeds the legal cost," says one.
Another highlight for the firm was its work in setting up of ING Public Takaful Ehsan, which is a strategic alliance between ING Management Holdings, who holds a 60% stake, and Public Bank Berhad and Public Islamic Bank Berhad, who each holds a 20% stake.
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Leading lawyers
Puan Janet LH Looi
Quay Chew Soon
Shook Lin & Bok
Shook Lin & Bok continues to secure the mandates to marquee transactions from the top clients in the country. One peer says: "The firm has continued to remain relevant in the market, and we see them often on the other side of the table....
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Shook Lin & Bok continues to secure the mandates to marquee transactions from the top clients in the country. One peer says: "The firm has continued to remain relevant in the market, and we see them often on the other side of the table."
The firm advised clients Hong Leong Financial Group, Hong Leong Assurance and HLA Holdings in a multi-phase transaction in the past year. The first was the merger of both non-life insurance businesses of client Hong Leong Assurance and MSIG Insurance (Malaysia). The second part of the transaction involved HLA Holdings' disposal of a 30% equity interest in HLA to Mitsui Sumitomo Insurance for a cash consideration of RM940 million ($315.8 million). The total value of the transaction has been reported to be over RM1.5 billion and was completed in October 2010.
Clients recommend the firm for its professionalism and dedication to quality service: "The lawyers there are efficient and effective legal professionals. Having worked with firms in Malaysia in the past, I have to say I prefer this firm much more," remarks one.
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Leading lawyers
Ivan Y C Ho
Kelvin Hsien Han Loh
Jalalullail Othman
Patricia David Saini
Wong & Partners
Wong & Partners retains its position in the market, as the firm continues to espouse the virtues of international quality service with personal attention. The firm has an extensive list of high-profile international clients, with esteemed names such as Goldman Sachs, the Carlyle Group and Siemens just a few examples....
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Wong & Partners retains its position in the market, as the firm continues to espouse the virtues of international quality service with personal attention. The firm has an extensive list of high-profile international clients, with esteemed names such as Goldman Sachs, the Carlyle Group and Siemens just a few examples.
One peer says: "The firm sets a standard for the market, which is more often than not an international level one. Definitely one of the contenders in the country."
The firm advised Jerneh Asia and Paramount Corporation in the sale of their entire equity interests in Jerneh Insurance to ACE INA International Holdings. The RM654 million ($219 million) transaction was completed in January 2011. This has been reported as one of the benchmark deals in the consolidation of the insurance sector in the country.
Clients adore the partners in this practice group, with an international client commenting: "I've worked with Munir Abdul Aziz. He's highly intelligent, young and has an appetite for M&A; all the while he listens and operates at the highest level. Sometimes one would worry that at a local law firm the standard is lower, but he matches the standards of the best international firms."
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Leading lawyers
Munir Abdul Aziz
Brian Chia
Andre Gan
ZICOlaw
"I would recommend ZICOlaw for their expertise, professionalism and customer service level," says one client. As part of a rebranding exercise, the firm formerly called Zaid Ibrahim & Co, has now adopted the name of ZICOlaw across all the offices it has in the ASEAN region....
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"I would recommend ZICOlaw for their expertise, professionalism and customer service level," says one client. As part of a rebranding exercise, the firm formerly called Zaid Ibrahim & Co, has now adopted the name of ZICOlaw across all the offices it has in the ASEAN region. Peers recommend the firm for its "superlative list of clients and legal talent."
The firm advised Johns Hopkins Health System Corporation on the strategic collaboration between Johns Hopkins University and Academic Medical Centre in the development of a private teaching hospital and medical school in Malaysia. The agreement was signed in November 2010 and the project is expected to be completed in 2011, with the estimated cost reported at RM2 billion ($671.9 million).
One client commends the firm for its initiative: "The lawyers there have greatly helped our company in pre-empting the 'what-if' scenarios and working out best possible solutions to the advantage of our company."
In a highlight of the last year, a team led by partner Gilbert Gan and Sharon Wong acted for CIMB Group Holdings in its subsidiary CIMB Bank's acquisition of a 19.67% stake in PT Bank CIMB Bank Niaga Tbk, a bank listed on the Indonesian Stock Exchange. This transaction was valued at RM1.94 billion.
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Leading lawyers
Gilbert Gan
Azlina Yati Kalok
Zul Rafique & Partners
"Zul Rafique & Partners has wide expertise on corporate related matters. The lawyers there have strong legal competencies as well as business & technical knowledge," says one client....
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"Zul Rafique & Partners has wide expertise on corporate related matters. The lawyers there have strong legal competencies as well as business & technical knowledge," says one client. The firm continues to be a force to be reckoned with in the market, with partner Jerry Ong named by peers as a "veritable source of legal knowledge."
The firm advised Astro Holdings in the privatisation of Astro All Asia Networks. The transaction has been regarded as one of the largest privatisation exercises in Malaysia in the past year, not to mention one of the first of a public company incorporated outside of the country and listed on Bursa Malaysia Securities. The deal was completed in July 2010 and valued at RM8.5 billion ($2.8 billion).
Clients recommend the lawyers at the firm for their attentiveness: "We prefer this firm as our port of first call because of many factors. One of the main ones is the fact that with this firm we can get more direct access to their partners, who also tend to be more responsive than other firms."
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Leading lawyers
Cathryn Chay
Jerry Ong Kok Wah
Adnan Sundra & Low
"Adnan Sundra & Low is very professional and competent, while being very practical," says a client. The firm provides an all-round service to its clients, and its corporate practice remains an important aspect of this versatile offering....
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"Adnan Sundra & Low is very professional and competent, while being very practical," says a client. The firm provides an all-round service to its clients, and its corporate practice remains an important aspect of this versatile offering. Partner Adrian Chee is singled out by clients for praise: "He has a wide knowledge of legal matters, and provides thoughtful and valuable advice." The highlight for the corporate team was its representation of Eon Capital in its sale of its entire assets and liabilities to Hong Leong Bank.
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Albar & Partners
Albar & Partners continues to develop its position in the M&A corporate area. Partner LilyTan is a particular highlight as far as clients are concerned: "She has vast experience in both financing and corporate advisory work....
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Albar & Partners continues to develop its position in the M&A corporate area. Partner LilyTan is a particular highlight as far as clients are concerned: "She has vast experience in both financing and corporate advisory work." The elevation of Cassandra Hogg Samuel to junior partner provided a bolstering of the practice in July 2010. The firm advised Petronas and Petronas Chemicals group in the acquisition of a 15% interest in Ethylene Malaysia and a 60 % Interest in Polyethylene Malaysia from BP Chemicals Investments. This transaction was part of an internal reorganisation of the Petronas Chemicals group, and helped consolidate the client's control on production of ethylene glycols in the region. The transaction was completed in October 2010 and valued at $400 million.
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Leading lawyers
Lily Chea Li Tan
Cheang & Ariff
"Cheang & Ariff does not only take instructions but is proactive in recommending workable solutions as well," says a client. The firm possesses a balanced full service offering, with a particularly strong reputation in litigation work....
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"Cheang & Ariff does not only take instructions but is proactive in recommending workable solutions as well," says a client. The firm possesses a balanced full service offering, with a particularly strong reputation in litigation work. Partners Yoon Min Sun and Tan Ming Li are named as leading features of the practice by clients and peers alike. A client says: "The firm provides admirable service at reasonable prices. The lawyers are competent in legal knowledge." A notable matter for the firm was its advising Gardline Marine Sciences in its acquisition of Asian Geos, a leading offshore geotechnical contractor. The deal resulted in the demerger of the Malaysian assets and the international assets of the target company, namely vessel and drill rigs. Valued at over $20 million, the transaction was completed in March 2011.
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Leading lawyers
Tan Ming-li
Yoon Ming Sun
Chooi & Company
Chooi & Company raises its corporate work profile this year, with praise from peers and clients. "I know that I can rest easy when I give work to this firm," says a client....
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Chooi & Company raises its corporate work profile this year, with praise from peers and clients. "I know that I can rest easy when I give work to this firm," says a client. Partner Moy Pui Yee in particular has garnered accolades from clients: "She's very sound in terms of technical ability. We had no problems with accessibility from her; she even dialed in on a conference call, that wasn't that essential, while she was on holiday!" A highlight for the firm in the last year was acting for Hong Leong Bank in its acquisition of assets and liabilities from Eon Capital.
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Christopher Lee & Co
Christopher Lee & Co has carved out a niche in the Malaysian market for quality service with personal attention. A client notes key partner Kuok Yew Chen's specialty: "If I were to be given the authority to define moral compass in a dictionary, I would assign Kuok Yew Chen as the definition....
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Christopher Lee & Co has carved out a niche in the Malaysian market for quality service with personal attention. A client notes key partner Kuok Yew Chen's specialty: "If I were to be given the authority to define moral compass in a dictionary, I would assign Kuok Yew Chen as the definition. Apart from acting as a moral compass, he provides all-encompassing insights that arm us with several alternatives, pros and cons for each alternative narrated, all with a smile. He's one in six billion, for sure." A notable transaction is the firm's continuing representation of Hong Leong Industries in the acquisition of the entire equity interest in Hume Industries from Hong Leong Manufacturing Group.
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Leading lawyers
Christopher Lee
Kuok Yew Chen
Lee Choon Wan & Co
Lee Choon Wan & Co advised Rimbunan Sawit on the purchase of shares in three companies from the State Financial Secretary of Sarawak. The successful closing of this transaction would consolidate the client's position as one of the main participants in the oil palm industry in the country....
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Lee Choon Wan & Co advised Rimbunan Sawit on the purchase of shares in three companies from the State Financial Secretary of Sarawak. The successful closing of this transaction would consolidate the client's position as one of the main participants in the oil palm industry in the country. Partners Sharon Ling and Andrew Siong led the team in this matter.
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Lee Hishammuddin Allen & Gledhill
Lee Hishammuddin Allen & Gledhill retains a healthy reputation in the market, with clients appreciative of the firm's solution focused services. A client says: "What we, a profit-seeking company, need is not a lecture at school, but the solution which could enable us to achieve our goal....
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Lee Hishammuddin Allen & Gledhill retains a healthy reputation in the market, with clients appreciative of the firm's solution focused services. A client says: "What we, a profit-seeking company, need is not a lecture at school, but the solution which could enable us to achieve our goal. The firm gives us this practical legal advice." Key partner Ng Leong Huat advised client Consistent Record on its acquisition of General Corporation.
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Leading lawyers
Ng Leong Huat
Naqiz & Partners
"Naqiz & Partners is highly responsive, fully on top of the issues and extremely flexible in the way the lawyers there have worked with us," says a client. The firm has certainly made an impression in the market, with a strong backing from peers and clients for its "notable service" in the past year....
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"Naqiz & Partners is highly responsive, fully on top of the issues and extremely flexible in the way the lawyers there have worked with us," says a client. The firm has certainly made an impression in the market, with a strong backing from peers and clients for its "notable service" in the past year. A highlight last year was its advising of Bina Puri Holdings in its acquisition of acquisition of Indonesian power plant assets and Malaysian polyol plants.
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Leading lawyers
Khairul Ismail
Rahmat Lim & Partners
Rahmat Lim & Partners has made quite a splash on the corporate front after its arrival on the Malaysia scene in early 2010. While its association with Allen & Gledhill in Singapore is no doubt of great benefit, the firm has a team of extremely able practitioners on call....
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Rahmat Lim & Partners has made quite a splash on the corporate front after its arrival on the Malaysia scene in early 2010. While its association with Allen & Gledhill in Singapore is no doubt of great benefit, the firm has a team of extremely able practitioners on call. A peer notes: "This is definitely a dream team of talented and hungry lawyers." Managing partner Lim Teong Sit was head of the team advising Mitsui & Co in its acquisition of shares in Integrated Healthcare Holdings. This transaction is yet to be completed but was announced already, with the transaction valued at RM3.3 billion ($1.1 billion).
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Leading lawyers
Wan Kai Chee
Raja Darryl & Loh
"The lawyers at Raja Darryl & Loh are very patient. More often than not, the calls are late at night....
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"The lawyers at Raja Darryl & Loh are very patient. More often than not, the calls are late at night. If I say I want it immediately, I do get it. They are actually the ones following up," says an impressed client. The multitalented Vijey M Krishnan is an oft-mentioned highlight of the practice by peers and clients. Partner Tai Chu Wei was the lead in the representation of SGX-listed Hotel Royal in its acquisition of the four-star rated Hotel Coronade Kuala Lumpur business from Achijaya Properties.
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Leading lawyers
Vijey M Krishnan
Shahrizat Rashid & Lee
Shahrizat Rashid & Lee is involved in the advising of many domestic clients on corporate matters. A peer says: "I've seen them across from us and the lawyers are great to work with....
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Shahrizat Rashid & Lee is involved in the advising of many domestic clients on corporate matters. A peer says: "I've seen them across from us and the lawyers are great to work with." A notable transaction in the past year was advising Perisai Petroleum Teknologi in the acquisition of a ship chartering services company. This transaction is yet to be completed at the time of writing. The firm represented Ho Hup Construction Company in its proposed regularisation plan and acquisition of two companies. Work rendered by the firm included assisting in obtaining the approval of relevant authorities including the approval of the Securities Commission and Bursa Malaysia Securities. This matter is yet to be closed.
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Tay & Partners
Tay & Partners has built up a substantial corporate presence under the able leadership of practice head Tay Beng Chai, and the prowess of partner David Lee. Peers agree that the firm "is definitely a player in this area....
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Tay & Partners has built up a substantial corporate presence under the able leadership of practice head Tay Beng Chai, and the prowess of partner David Lee. Peers agree that the firm "is definitely a player in this area." A notable transaction for the firm is its continuing representation of Etika International Holdings in the acquisition of the entire share capital of a Malaysian company involved in the diary bottling and distribution business.
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Leading lawyers
David Lee
Tay Beng Chai
Zain & Co
Zain & Co possesses a strong corporate base, with partner Salwah Abdul Shukor praised by peers for her "fine knowledge". The firm advised Kumpulan Fima on its acquisition of 80% of the total issued and paid-up share capital of Victoria Square Plantation....
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Zain & Co possesses a strong corporate base, with partner Salwah Abdul Shukor praised by peers for her "fine knowledge". The firm advised Kumpulan Fima on its acquisition of 80% of the total issued and paid-up share capital of Victoria Square Plantation. This transaction was completed in February 2011 and was valued at RM 21 million ($6.9 million). Another notable matter for the firm was its representation of Employees Provident Fund on a proposed joint venture relating to the construction and development of properties in the country. The transaction was closed in April 2011, with the value reported to be up to RM185 million.
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Leading lawyers
Salwah Abdul Shukor
Rajiv Vijayanathan