Lim Jo Yan

Partner
Head of Corporate & Commercial Practice Group

T:    +6 03 7887 2702
F:    +6 03 7887 2703
E:    joyan.lim@mahwengkwai.com

Jo Yan heads the corporate and conveyancing practice group and advises on mergers and acquisitions, restructurings, competition, environmental, real estate, franchising, and general corporate and commercial transactions.

Prior to becoming a corporate and commercial lawyer, he was a litigator with Shook Lin & Bok.

Career to date

2012   Partner, MahWengKwai & Associates
2007   Associate, Wong & Partners (a member firm of Baker & McKenzie International)
2005   Associate, Shook Lin & Bok

Affiliations

  • Law Association for Asia and the Pacific (LAWASIA)
  • League of Lawyers
  • Malaysian-German Chamber of Commerce and
    Industry (MGCC)
  • Oxbridge Society Malaysia
  • Victoria Institution Old Boys Association

Educational achievements

2004    Certificate of Legal Practice
2003    Bachelor of Arts (Jurisprudence), Oxford University

Particular corporate and commercial experience

Mergers and Acquisitions

  • Acted as M&A counsel for a financial leasing company in their acquisition of the entire equity stake in a shipping company registered in Labuan. We assisted with the legal due diligence of the target company and drafted the definitive documents. The value of the transaction is USD330 million (approximately RM1.1 billion).
  • Acted for a consortium of private equity investors, in the acquisition of the entire shareholding in a manufacturing company, from the founder of the company, for a purchase price of RM110 million. The essence of time was essential to this transaction, as the vendor suffered from terminal cancer and had a few months to live. The transaction was conditional on our client obtaining the approval of (a) the Malaysian Ministry of International Trade and Industry and (b) the Penang Development Corporation, in respect of the transfer of shares. The approvals were obtained and the transaction completed in July 2012. The vendor passed away a few months later.
  • Acted for one of the investors in a private equity fund. The fund is valued at approximately RM170 million. Our client invested assets in the form of shares in a manufacturing company valued at RM86 million. This deal was innovative because the capital injection into the fund is in the form of shares in a manufacturing
    company valued at RM86 million. We advised on the limited partnership agreement and stamp duty savings from the transfer of shares.
  • Acted for a family investment vehicle. in connection with the disposal of all their shares in their second tier investment holding vehicle to their joint venture partner for a total value of RM69 million. We had to implement a claw-back and security mechanism in favour of the vendor in the event of default of
    payments of the consideration by the purchaser through the various payment milestones.
  • Acted for a manufacturing company in connection with an investment by a private equity fund as fund raising towards expansion of the target company’s production lines. The investment is convertible into equity and had to be structured in a Shariah compliant manner. We also had to advise on how to limit the circumstances and manner in which the private equity
    fund may exit from the target company (for example, identifying the parameters for triggering an initial public offering or a permitted sale to a competitor). The investment is valued at RM50 million.
  • Acted for a Malaysian property holding company in connection with the disposal of their majority stake in a manufacturing company to an investment fund. We had to coordinate the disposal of the majority equity stake together with the disposal of their nominees’ equity stake as a package deal. Further, the
    completion of client’s equity disposal had to be timed to be completed simultaneously with the completion of a strategic shareholder’s shareholding restructuring into a limited partnership with a private equity firm. The divestment was valued at RM84 million.
  • Acted for a venture capital firm, and advised and negotiated on the subscription of shares and the entering into of a joint venture in a Singaporean holding company with subsidiaries in South East Asia, Europe, North and South America, and Japan for a
    total value of USD6,000,000. We assisted in and acted as lead coordinator in the legal due diligence exercise with foreign legal counsel in the various jurisdictions, drafted and negotiated the transaction documents. The target group of companies are involved in the software consulting industry.
  • Acted for a venture capital firm as lead counsel in respect of its subscription of approximately a 15% equity stake in a software development company incorporated in Singapore (“Target Company”). The Target Company has subsidiaries in Brazil, the US, Malaysia, Vietnam, Thailand, Japan, Indonesia and
    India. We act as lead counsel in respect of the due diligence exercise in the various jurisdictions and negotiation of the transaction documents. The transaction is valued at approximately USD15 million.
  • Advised a wholly owned subsidiary of a leading property developer in Malaysia, on the issuance of a letter of award to their joint venture vehicle for earthwork, piling, diaphragm and sub-structure works worth RM62 million. The transaction was complicated because the joint venture was unincorporated, and we had to advise on the joint and several liability of each party and ensuring that there is continuity of contractual obligations in the event the unincorporated joint venture ceases to exist.
  • Acted for a venture capital firm (“Client”) in its subscription of shares in Maukerja.com through a coinvestment matching programme with the Malaysian government agency, Cradle. The co-investment matching programme is targeted as a venture capital transaction in technology companies. The subscription
    of shares is valued at approximately RM1 million. As the Client acts as lead investor under the coinvestment matching programme, we had to create equal terms of subscription that were acceptable to both the Client and Cradle. This transaction represents the maiden venture capital investment of the Client
    and Cradle under the co-investment matching programme.
  • Advising a full service digital agency on a formation of a private equity fund valued at SGD3 million for investment in technology companies. As the fund size is relatively small, we had to advise on the most efficient structure to act as an investment vehicle. The investors are familiar with the traditional general partner and limited partner model and desired such a structure. However, the size of the fund did not justify the cost of using such structure. We advised on using a hybrid model comprising preference shares and a professional manager as a middle ground.
  • Advised on the structuring and implementation of the
    following start-ups:
    o      Equity crowdfunding platform
    o      Crowd factoring platform
    o      Currency exchange platform
    o      Virtual assistance platform
    o      E-commerce and marketplace platform
  • Advised a conglomerate of private equity investors in the acquisition of the entire stake in a manufacturing company for RM110 million.
  • Advised a Singaporean property developer in the due diligence exercise for the purposes of setting up a REIT in respect of commercial properties in Kuala Lumpur and Penang.Advised an American oil and gas company in the acquisition of a substantial stake in an Australian entity from a listed entity in Malaysia
  • Advised an American oil and gas company in the acquisition of a substantial stake in an Australian entity from a listed entity in Malaysia.
  • Advised in the acquisition of a piece of land from a consortium of owners for RM95 million.
  • Advised a Middle Eastern special purpose vehicle in its general offer and privatisation of three Malaysian publicly listed companies for a total consideration in excess of RM1.4 billion.
  • Advised a leading global insurance broking company in its acquisition of a stake in a Malaysian insurance broking company.

Corporate and Commercial Counseling

  • Advised a luxury fashion brand in the registration of its franchise in Malaysia.
  • Advised various multinational companies on the clean development mechanism in respect of the sale and purchase of carbon credits in Malaysia.
  • Advised a multinational manufacturing company on environmental legislation in Malaysia pertaining to the disposal of effluents on land.
  • Advised a special purpose vehicle of a consortium of Middle Eastern investors in its general offer for the shares of two Malaysian publicly listed construction companies for USD132 million.
  • Advised an Irish national entity in the acquisition of a stake in a hydroelectric project in Malaysia.
  • Advised a Hong Kong private equity firm in the due diligence for the acquisition of a stake in a Malaysian bank.
  • Advised an Australian travel and tour company in the acquisition of a stake in a Malaysian travel and tour company.
  • Advised a Hong Kong retailer in the acquisition of a group of retail companies.
  • Advised a Finnish fund investor in the acquisition of a stake in a group of Malaysian companies in the timber and reforestation industry.
  • Advised a British security company listed on the London Stock Exchange in the acquisition of a regional security consultancy company.
  • Advised a multinational insurance company in Malaysia in the issuance of a rights issue approximating RM400 million.
  • Advised a British media company in the business acquisition of an event organizer in Malaysia and in the South East Asia region.
  • Advised a Korean telecommunications company in its maiden investment in a Malaysian telecommunications company.
  • Advised a Malaysian company to be listed on Bursa Malaysia in respect of the disposal of shares to a cornerstone investor amounting to RM424 million.
  • Advised a German retailer in its acquisition of the business of its distributor in Malaysia.
  • Advised a Japanese listed company to bid for and acquire a food and beverage business of a Vietnamese entity listed on the Ho Chi Minh Stock Exchange.
  • Advised a Japanese company to bid for and acquire a Malaysian public company for RM462 million.
  • Advised an Australian gaming company in the supply and sale of gaming machines in Malaysia.
  • Advised a multinational oil and gas company in the consolidation of its corporate structure to qualify for Petronas’ vendor development programme.
  • Advised a multinational tobacco company in the novation of its IT contracts in 40 over countries.
  • Advised a public listed company on the removal of a director from the board of directors.
  • Advised a Canadian land banking company on the operations of its business to be in compliance with local laws.

Corporate Reorganization

  • Advised a US-based oil and gas company in its global restructuring exercise from a Malaysian corporate, regulatory and tax perspective. The deal is valued at approximately USD 123.5 billion.
  • Advised a multinational insurance company in the reorganization of its business in Malaysia.
  • Advised a British broadcast industry equipment supplier in the establishment of its business operations and joint venture in Malaysia.
  • Advised a direct sales marketing company of health products in the reorganization of its business in Malaysia.

Joint Venture

  • Advised on a joint venture with a Saudi Arabian company involving a capital injection of USD 2.5 billion.
  • Advised on a joint venture with a global French trading company palm oil and commodities trading industry.

Corporate Insolvency

  • Advised a large American automobile company on the winding up of its operations in Malaysia.
  • Advised the largest microchip processor in the world on the winding up of its operations in Malaysia.
  • Advised a private equity firm on the winding up of one of its healthcare investments in Malaysia.
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