Corporate and Commercial - Miranda & Samuel

Corporate and Commercial

The Corporate and Commercial Practice Group has seen increasing activity in recent years.

PRACTICE AREAS

Optimum Business Structure

New business ventures and existing companies may need legal advice on what should be the optimum business structure. Our lawyers render advise on suitable alternatives, taking into account the commercial objective, tax framework and compliance requirements, amongst others.

Compliance

We advice clients on compliance with the full spectrum of Malaysian corporate and commercial law. These include advice on the listing requirements of Bursa Malaysia and guidelines issued by the Securities Commission. We also advise on compliance with Companies Act 1965, Capital Markets and Services Act 2007 and Securities Commission Act 1993.

Corporate and Debt Restructuring

Our lawyers have been active in restructuring work, including sales of business and assets. We also render advice on restructuring of distressed companies and act on litigation matters which complement the restructuring.

Due Diligence

Due diligence work forms a substantial part of the Corporate and Commercial Practice Group. We have developed proprietary due-diligence manuals which help make the due-diligence process efficient and effective. We believe that the quality of information received in the legal due diligence report is a critical factor which determines the ultimate success of a proposed transaction. It will identify and focus attention on the key factors. We pursue the due diligence process in a structured manner that allows us to red flag, as early as possible, the areas of concern. This focuses the efforts of the relevant parties and helps maintain the transaction timetable. Our team has the experience to manage sophisticated due diligence audits, provide insightful analysis, identify and rate legal risks. If required, we are in a position to advice on how to minimize the legal risks, post transaction. We also carry out due diligence and verification exercises on offer documents and submissions to Malaysian authorities.

Foreign Investment

We have considerable practical knowledge on rendering advice on foreign investment requirements. These include advice on equity guidelines and advice on the maze of regulatory acquirements.

Franchising and Licensing

We are active in all legal aspects of franchising and licensing. Dato’ George Miranda wrote the first Malaysian book on the legal and management aspects of franchising. We provide complete end-to-end solutions in franchising. Our scope of services include drafting Franchise Agreements, drafting Franchise Agreements, drafting Disclosure Documents, advising or optimum tax structures, advising on the Operating, Marketing and Training Manuals, submitting the necessary documents to the Registrar of Franchise, dealing with Registar’s objection right up to securing the Registration of the Franchise in Malaysia.

Initial Public Offerings

We are active in capital market transactions. We have been involved in IPO’s in Bursa Malaysia, the Australian Stock Exchange (ASX), and the Alternative Investment Market (AIM) on the London Stock Exchange. We also assist our clients in achieving optimum valuation by deploying legal strategies which enhance their projected earnings. These value enhancement strategies may include IP commercialization’s, mergers and acquisitions and other more sophisticated legal structures. We then assist in negotiating and securing the fundraising mandated with the pre-qualified investment banks. Finally we undertake the legal due diligence and other related legal work to complete the IPO. Insolvency & Liquidation we work closely with liquidators to assist in optimizing recovery.

We have an exclusive strategic alliance with leading mission pre-IPO advisory firm NextLeap IPO Ventures Sdn Bhd.

Licensing and Regulatory Approvals

We assist clients on documentation and submission to relevant regulatory authorities. When required, we make face to face presentations and submissions to regulators.

Mergers, Acquisitions & Divestments

We have local knowledge on a broad spectrum of M&A transactions. Our strengths include our ability to render advice on tax, intellectual property, employment law, litigation exposure and compliance. At industry level, Dato’ George Miranda served as president of the Malaysian Mergers Acquisitions Association from 2007 to 2010. We, together with CIMB and JP Morgan have supported the Annual National Mergers and Acquisition Awards from 2007 to 2010.

Stamp Duty

We advise on minimizing stamp duty payable on a transaction. We also assist and represent clients in their application for stamp duty exemption or relief pursuant to Stamp Act 1949.