Shook Lin & Bok

Introduction

Our corporate department provides a range of services in the various aspects of corporate and securities law. Our scope of work includes the rendering of legal advice and preparation of documentation in relation to, among others, the following:-

• incorporation of new companies and local subsidiaries of foreign corporations, formation of Malaysian branches of foreign corporations by way of registration as foreign corporations;
• sale and purchase of shares and other securities, leveraged buy-outs, acquisition of businesses and undertakings of companies, in particular, those of commercial and investment banks, insurance companies and stockbroking companies;
• formation of joint ventures, privatisation exercises, shareholders’ agreements and memoranda of understanding;
• initial public offerings of shares to be listed on Bursa Malaysia Securities Berhad and the MESDAQ and foreign currency private debt securities to be listed on the Labuan International Financial Exchange, Inc., rights and bonus issues, issuance of redeemable preference shares and other preference shares, warrants, structured warrants, structured products, ringgit and foreign currency private debt securities (including equity-linked private debt securities) both conventional and Islamic, transferable subscription rights, derivatives and other securities; capital reduction and restructuring;
• employees’ share option schemes, directors’ rights and responsibilities, management agreements and consultancy agreements, corporate administration, board and general meetings;
• mergers and amalgamations, reconstructions and restructurings;
• takeovers of companies including defence against takeovers, and management buy-outs;
• financing, including project financing and debt restructuring practice;
• receivership of companies, schemes of arrangement under Section 176 of the Companies Act 1965, appointment and functions of special administrators pursuant to the Pengurusan Danaharta Nasional Berhad Act 1998, voluntary winding-up of companies, appointment and functions of liquidators;
• asset securitisation exercises;
• establishment and listings of exchange traded funds;
• establishment of unit trust funds;
• due diligence exercises and issues and responsibilities relating thereto:
• corporate compliance and regulatory issues, and advising investment banks and companies in respect of such issues:
  • drafting of information memoranda and prospectuses
  • preparation and drafting of applications and submissions to the Securities Commission and other governmental and quasi-governmental authorities for licences or approvals, including applications to the Foreign Investment Committee in relation to acquisitions of shares in Malaysian companies by local and foreign parties and the Labuan Offshore Financial Services Authority in relation to the issue/offer of foreign currency private debt securities by Labuan companies.

DISPUTE RESOLUTION

Administrative Law & Judicial Review

This section deals with public law issues concerning the exercise of statutory duties and power by regulatory agencies and local authorities. This includes representation in judicial review proceedings in the High Court and at the appellate level on orders of certiorari and mandamus.

Banking & Finance Litigation

Since the 1980s, our banking and finance litigation lawyers have been fully dedicated to resolving disputes involving, among others, banking and financial institutions, securities companies and special purpose vehicles (SPVs) formed by various government agencies.

Our lawyers regularly handle disputes spanning a diverse range of laws including banking and securities laws, torts of negligence, fraud, breach of fiduciary duty, misrepresentation and conversion, just to name a few. In so doing, our lawyers are conversant with all aspects of our clients’ operations and corporate dealings, IPOs, bills of exchange, private debt securities, offshore loans, international trade financing, forex transactions, financial derivatives, FinTech, cyber fraud as well as stockbroking transactions.

The broad range of services which we offer encompasses not only litigation involving, among others, conventional and Islamic financing, including corporate credit facilities, syndicated loans, trade facilities, forex transactions, performance guarantees, share margin facilities, hire purchase and leasing and enforcement/ realisation of security including land and shares charges; our lawyers also frequently defend our clients against many different kinds of legal claims and complaints to industry regulators and ombudsmen.

We are also fully experienced in handling receiverships, insolvencies, schemes of arrangement and restructuring of debtor companies.

We also advise, conduct reviews and appear in court for asset management corporations, SPVs as well as banking and financial institutions in relation to the acquisitions of non-performing loans and financial assets.

We have appeared in numerous landmark cases which concerned the financial landscape in Malaysia.

General & Corporate Litigation

General litigation section deals with contractual and tort disputes, including disputes arising from judicial reviews, claims in defamation and fraud. The section also provides representation in respect of proceedings brought under various statutory and regulatory provisions including securities legislation.

The corporate litigation section deals with applications under the Companies Act 2016 (including applications for reduction in share capital) and company disputes relating to shareholders, directorships and winding-up of companies (encompassing all the circumstances in which a company may be wound up pursuant to the Companies Act).

Insolvencies, Receiverships and Restructuring

Insolvencies, receiverships and restructuring issues have been handled by our firm for decades. We regularly handle disputes concerning priorities to assets, priority of payments in insolvencies/receiverships, fraudulent transfers of assets or transfers in breach of corporate insolvency laws, liquidation problems and asset distribution. With the recent amendments to the Companies Act, our firm has also acted in matters where new corporate rescue mechanisms have been introduced, including matters involving appointments of judicial managers.

Disputes in the course of restructuring of debts by a company are also frequently handled by our firm and we have also been involved in several Court of Appeal and Federal Court decisions involving debt restructuring, receiverships and company/personal insolvencies.

Land Disputes

The firm has a long history handling disputes concerning land/real estate, whether with or without title. We have frequently acted in disputes over priority of rights to land, ownership issues including disputes over beneficial interests in land and lands held on trust, land acquisitions and issues concerning land compensation, fraudulent disposals of land, land title issues, disputes concerning land use and disputes in relation to tenancies/leases and rights of landlord/tenants/leaseholders. Our experience further extends to acting often in disputes concerning property without issues documents of title/strata title, private caveats, lien-holder’s caveats and Registrar’s caveats. Several hallmark Federal Court precedent-setting decisions involve our senior partners. We also act for REITS (real estate investment trusts) and have dealt with the numerous issues which a REIT faces.

Family

Our lawyers handle a wide range of family matters. We provide practical solutions with the aim of minimising acrimonious litigation to resolve disputes in the best interests of the children and for the protection of family obligations.

We provide legal representation to clients in areas such as, divorce, judicial separation, adoption, annulment proceedings, maintenance for spouse and children, division/distribution of matrimonial property, custody disputes and settlement agreements. In addition to this, we have handled cases involving the unilateral conversion of minors in matrimonial disputes.

Probate

We advise in all matters related to the administration of estates of deceased persons, including:

• preparing petitions to the High Court for the issuance of grants of probate or letters of administration;
• resealing of grants of probate and administration obtained from any part of the Commonwealth or granted by British Courts in a foreign country;
• providing assistance in obtaining administration in respect of small estates;
• rendering advice to executors and administrators of estates in relation to their duties in law;
• facilitating the distribution of assets to beneficiaries;
• handling disputes related to contested wills/probate.

We frequently advise clients in complex and high-profile probate matters which include disputes on challenges to the validity of wills, construction of wills, advising beneficiaries for an account and inspection of documents, acting for beneficiaries in the removal of trustees.

We have acted and provided legal representation to wealthy families on inheritance issues as well as executors, administrators, family members, beneficiaries and in contentious and non-contentious probate, trust and estate matters which may span multiple jurisdictions.

Apart from the above, we provide advisory work relating to the preparation of Wills for assets situated locally and/or overseas.

Trusts

We have advised clients in Malaysia and abroad on the establishment of family trusts, charitable trusts and foundations. In addition, we advise clients in matters involving issues of constructive and resulting trusts.

INSURANCE

The firm offer advisory and litigation services in the fields of general and life insurance and re-insurance. The areas of practice include general, fire material damage, life, motor, industrial,maritime and aviation, construction risk, professional indemnity, product liability and workmen’s compensation insurance claims.

Our clients consist of both local and foreign insurance companies as well as companies with an interest in insurance matters and claims. In respect of insurance claims, our firm acts for clients in both litigation in Courts as well as in arbitration proceedings.

INTELLECTUAL PROPERTY, INFORMATION TECHNOLOGY & LICENSING

Introduction

The firm’s practice in the areas of intellectual and industrial property, information technology and licensing law handles applications, filing and prosecution, in respect of trade marks, service marks, patents, utility innovations and designs, for local and international clients. In the area of copyright protection, we deal with the documentation relating to the protection, subsistence, ownership and assignment of copyright.

Our services in the establishment and recognition of intellectual and industrial property rights are complemented by our experience in the enforcement of such rights. This encompasses, amongst others, administrative and legal proceedings concerning anti-counterfeiting and anti-piracy measures, legal proceedings involving urgent interlocutory applications for injunctions, Anton Piller orders and criminal seizure actions.

Licensing and franchising are a significant part of the department’s work, and our services extend to advice and documentation relating to the licensing and exploitation of intellectual and industrial property rights including licensing and joint venture arrangements, transfer of ownership and compliance thereof.

In the area of information technology, our lawyers advise on legal issues relating to e-commerce, issues relating to licensing, and exploitation and compliance thereof, of intellectual property rights in the context of the information technology legal framework.

LABOUR & INDUSTRIAL DISPUTES

Introduction

The firm has a very established employment and labour law department. We provide a whole host of services, both in advisory and litigation work. We are rated by the International Legal Guide Legal 500 (2008) as a tier 1 firm for industrial relations matters. Our advisory work include advice on dismissals/constructive dismissals under section 20 of the Industrial Relations Act 1967, includes advising on proposals and negotiations for collective bargaining, employment law aspects of retrenchment, re-organisation and redundancy, closure of business and change of ownership of businesses, take-overs and mergers, assisting clients in the implementation of internal disciplinary proceedings involving the preparation of charges of misconduct and poor performance, the requisite notices, and the conduct of domestic inquiries. The department also advises on the drafting of terms and conditions of employment in respect of both individual contracts as well as collective agreements.

The litigation practice of the department provides representation in litigation matters under the Industrial Relations Act 1967 in the Labour Court/Director General of Labour (which include trade disputes, collective agreement disputes, non-compliance and dismissal claims) and claims for employment benefits under the Employment Act 1955 as well as matters under the Trade Unions Act 1959. The team undertakes applications for judicial review, including certiorari or mandamus, review of Industrial Court awards as well as legal challenges to the Minister’s reference under section 20 of the Industrial Relations Act 1967. The team further handles appeals to the High Court from the Labour Court under the Employment Act 1955.

REAL ESTATE, COMMERCIAL & CONVEYANCING

Overview

The conveyancing department represents clients in transaction related to:

• sale and purchase of movable properties and landed properties;
• joint venture agreements over real estate;
• tenancies and leases of shopping and commercial complexes, high rise office and residential buildings and other real estate;
• Government concessions;
• documentation relating to privatisation for land development;
• distributorship and licensing transactions;
• employment and management contracts;
• contracts for the sale and supply of goods;
• documents and applications in respect of government approvals and licences for foreign acquisition of assets and interests in Malaysia.
• business joint ventures, land development, privatisation, concession agreements, private law and estate planning, drafting and advice on Wills.