Corporate Liability & Risk Management

ZUL RAFIQUE & partners’ offers a team of lawyers to assist organisations to prepare for the implementation of Section 17A of the Malaysian Anti-Corruption Act 2009, which has come into force on 1 June 2020. Section 17A imposes a corporate liability on organisations, who may now be held accountable for the corrupt offences committed by their employees or any persons deemed associated with the organisations.

We recognise that the existing anti-corruption policies of our clients may not have been sufficiently constructed to satisfy the new adequacy tests required as a defence to Section 17A. Hence, we aim to provide advice and assistance to our clients in their efforts to establish adequate procedures in the form of, amongst others, policies and procedures designed to withstand scrutiny in the event of any incident of corruption.

SCOPE OF SERVICES

The focus of our services will be on legal risk assessment & drafting of policies. Depending on the individual needs of our client, our scope of service in this domain will potentially include:

• the conduct of a legal risk assessment exercise. In this step we will work closely with the management of organisations to identify particular areas within its business and operations that are exposed to the risk of corrupt acts by its persons associated and the corresponding levels of risk;
• a review of the existing anti-corruption policies and procedures of the organisation as part of a gap analysis exercise to determine its preparedness for the implementation of the new anti-corruption laws, as well as to the adequacy of such policies and procedures as a defence against the new corporate liability laws;
• the drafting of anti-corruption and whistleblowing policies and procedures; and
• conduct of training and awareness sessions

Partners

• Farah Mohamed Said

  +603-6209 8247
  [email protected]
  
  

• Hamdi Abdullah

  +603-6209 8215
  [email protected]

  
  
Idza Hajar Ahmad Idzam

+603-6209 8281
[email protected]

Legal Forensic Investigation & Compliance

ZUL RAFIQUE & partners’ (ZRp) team of professionals and seasoned advisers offers a wide range of experience in legal forensic investigations - whether it is responding to incidents, putting prevention plans in place, or sifting through large amounts of information to identify actionable intelligence, we aim to provide a thorough, professional and bespoke approach to the issues at hand.

We understand the needs of our clients in times of crisis and work collaboratively in order to provide efficient, practical and cost-effective solutions.

SCOPE OF SERVICES

Forensic investigation

Complex forensic investigations require a deep and practical understanding of the issues at hand and the various stakeholders involved. As such, ZRp works jointly with external experts of multidisciplinary fields such as IT experts, financial experts, private investigators and other industry professionals. In this regard, ZRp has the advantage of legal privilege which protects the confidentiality of sensitive information.

Our team can assist in a variety of ways:

• due diligence or fact finding on documentary evidence;
• due diligence on processes;
• conducting interviews and recording statements from suspected employees or related witnesses, or external parties to gather evidence of any breaches such as improper business relationships, conflict of interest, bribery or corruption;
• advisory on whistle-blower allegations, managing or protection of such employees;
• forensic evidence collection and analysis;
• rendering legal opinion on the outcome of investigation;
• presentation of investigation results and interface with relevant government regulatory authorities.

Legal Advisory

Based on the forensic investigations conducted, ZRp will advise on the legal risks, mitigating strategies and legal actions to safeguard the interests of the company.

Crisis Response

In today’s era of real-time reporting and global media environment, when confronted with a crisis, it is incumbent on a company and its key stakeholders to communicate to the public to minimise the risk of reputational damage. ZRp will advise and manage media statements and communications by engaging with corporate communication professionals in ensuring that the company’s legal rights are not compromised as the company faces public exposure during such crisis.

Governance & Compliance

ZRp understands the importance of governance and compliance procedures for our clients, not just to meet the minimum standard and evolving regulatory requirements, but also as a risk mitigation tool. Our ZRp team, equipped with local knowledge and industry experience, will be able to guide clients in all aspects of customising, implementing, and managing compliance programs.

Litigation

In cases where forensic investigation results in litigation, our team of dedicated lawyers from our Litigation and Employment & Industrial Relations practice groups are able to offer their experience in handling such legal disputes. Our team of professionals offer a breadth and depth of capabilities and are committed to resolving disputes as quickly and efficiently as possible with a focus on practical and commercial solutions.

One-Stop Solution Provider

ZRp handles matters from investigation to litigation and acts as a one-stop solution centre where we provide our clients with a more well-coordinated, planned and efficient support from the start until the end. Such support is crucial in order for our clients to maximise benefit and cost-saving measures based on our experience and close cooperation with external experts and leading service providers.

Partners

• Wong Keat Ching

  +603-6209 8270
  [email protected]
  
  

• Farah Mohamed Said

  +603-6209 8247
  [email protected]
  
  

• Thavaselvi Pararajasingam

  +603-6209 8269
  [email protected]

Tax

ZUL RAFIQUE & partners’ Tax practice group is comprised of a team of experienced and dedicated lawyers with a number of years’ experience in handling tax matters.

We act for clients seeking to achieve a satisfactory resolution in cases of audits or investigations conducted against them by the tax authorities. We also work closely with leading tax advisors to provide advisory services on matters relating to taxation (including support on taxation issues relating to matters handled by our other practice groups).

We appreciate that manoeuvring the taxation minefield can be a daunting and frustrating experience. We, at ZRp, aim to provide support and representation to the client with regard to the various issues that may arise from their dealings with the tax authorities.

SCOPE OF SERVICES

We provide services to clients in the following areas:

• Appeals & Litigation
• Alternative Dispute Resolution
• Advisory

Our team can assist in inter alia the following areas of tax laws:

• Appeal Proceedings with regard to Tax Assessments
• Mediation / Settlement Discussions with Tax Authorities
• Contesting Recovery Proceedings by Tax Authorities
• Judicial Review Proceedings
• Income Tax
• Real Property Gains Tax
• Stamp Duty
• Incentive Allowances in Malaysia
• Transfer Pricing in Malaysia
• Withholding Tax and Double Taxation Agreements
• Goods and Services Tax / Sales and Services Tax
• Customs Duty

Appeals & Litigation

In cases where the client disputes an assessment made by the tax authorities (both LHDNM and / or Customs), ZRp can provide the representation to lodge an appeal against the said assessment. Appeals to the Special Commissioners of Income Tax and/or Customs Appeal Tribunal, appeals to the Courts against the decision thereof and, in certain cases, applications by way of Judicial Review are just some of the services provided by the firm.

It is important to note that even though the taxpayer has lodged an appeal against a tax assessment, the tax authorities may still proceed with recovery proceedings in relation to the said assessment. Here, the firm can provide representation to assist the client in either contesting or applying for a stay of the said proceedings while the appeal process is ongoing.

Alternative Dispute Resolution

A number of tax matters do not result in litigation and can be settled by way of settlement discussion, mediation and/or other forms of alternative dispute resolution methods. The team capitalises on its experience and/or good rapport with the tax authorities in order to assist with the negotiation of settlements and to achieve a satisfactory resolution to the client’s tax issues based on merits and, in some instances, a win-win situation.

Furthermore, in cases where recovery proceedings has been commenced against the taxpayer, the firm can assist the client to negotiate an amicable settlement to the demands by the tax authorities.

Advisory

ZRp works closely with a number of leading tax advisors to provide clients with comprehensive advice on identifying and minimising tax issues which may arise from their business activities. We also provide advice on specific tax issues which may arise from both clients’ day-to-day activities as well as their dealings with the tax authorities. In addition to liaising with local and foreign tax specialists, the tax team also keeps close contact with tax lawyers from firms in a number of countries.

Partner

• Feruz Anwar Seth

  +603-6209 8282
  [email protected]
  
  

Shipping & Maritime

The maritime industry is one of the most complex and globalised sectors, involving intricate legal issues that require industry specific knowledge. At Zul Rafique & Partners, we understand the unique challenges our clients face in the maritime industry. Our team is committed to providing comprehensive and effective legal solutions.

Our team can assist in inter alia the following areas:

• Ship or Vessel Arrest
• Disputes between ship owners and shipbuilders
• Collision Claims
• Loss and Damage at Sea
• Ship Mortgage Enforcement and Foreclosure
• Commercial disputes involving charter parties, bills of lading, vessel ownership, shipbuilding agreements, demurrage, bunker disputes and other related matters

Partner

• Nan Muhammad Ridhwan Rosnan

  +603-6209 8278
  [email protected]
  
  

Shariah

At Zul Rafique & Partners, we truly understand the needs of our clients when facing difficult and complex situations related to Shariah Law to ensure that your rights and interests remain safeguarded. With our team members’ qualifications in Islamic law and our wide-ranging experience, we are uniquely equipped to appreciate the nuances of the Shariah law landscape.

Our team of professionals will also work closely with our clients to plan ahead on matters related to succession planning such as wasiat, faraid, waqf and hibah, and Islamic family matters including matrimonial, custody and jointly, acquired property to ensure that you will get the best possible results and outcome.

Our key services include:

• Wills (Wasiat)
• Faraid
• Gifts (Hibah)
• Waqf
• Matrimonial
• Custody (hadhanah and Interim Protection Order/Protection Order)
• Jointly acquired property
• Advisory on halal certification matters
• Drafting of policies, manual and procedures

Partner

• Nan Muhammad Ridhwan Rosnan

  +603-6209 8278
  [email protected]
  
  

Construction Dispute Resolution

We oversee arbitration and other alternative dispute resolution methods involving commercial, non-commercial and construction or engineering disputes. We advise and represent sophisticated commercial entities and high net-worth individuals on issues that may arise during the currency of the project in order to avoid claims, disputes and arbitration.

Our practitioners are on arbitration and mediation panels and have significant experience in dealing with institutional arbitrations under the auspices of the following:

• International Chamber of Commerce (ICC)
• Asian International Arbitration Centre (AIAC)
• London Court of International Arbitration (LCIA)
• Singapore International Arbitration Centre (SIAC)

SELECTED AWARDS

• Asian-mena Counsel Firm of the Year 2014, 2013 for Litigation and Dispute Resolution – In-House Community
• Malaysian Arbitration Law Firm of the Year 2010 – Asia Business Law Journal
• Malaysian Arbitration Advisory Firm of the Year 2010 – Corporate Intl Magazine

RANKING

• Asialaw Profiles 2024 - Highly Recommended for Construction and Recommended for Dispute Resolution
• Chambers Asia Pacific 2024 – Band 2 for Construction
• Legal 500 Asia Pacific 2024 – Tier 2 for Dispute Resolution
• Benchmark Litigation Asia Pacific 2024 – Tier 1 for Construction

SELECTED EXPERIENCE

• Acted for the Government of Malaysia in an ICSID arbitration involving annulment proceedings
• Acted for the operator in arbitration and litigation on disputes surrounding a USD88 million package of a gas field development off Malaysia and Thailand
• Acted for the employer in an ICC arbitration brought by a logistics contractor for USD2.8 million
• Acted for the employer in an arbitration with the main contractor for the design and build of the parks in the Federal Government Administrative Centre in Putrajaya
• Acted for the main contractor in an arbitration with the employer arising from earth, road and drainage works for a mixed development in Johor Bahru, Malaysia
• Acted for a property manager in an arbitration with the developer arising from a Property Management Agreement
• Acted for the employer in an arbitration with a software developer arising from an agreement to develop software for an insurer
• Acted for a joint venture partner in an arbitration in Mumbai, India with the other two joint venture partners arising from the proposed development of oil and gas marginal fields of the west coast of India
• Representative for a sub-contractor in a mediation with the main contractor arising from the sub-contract for the Electrified Double Track Project between Rawang and Ipoh

QUOTES

"The team are able to assess the issues and provide solutions quickly. They are always responsive and quick in their turnaround time." – Chambers Asia Pacific 2024




"Zul Rafique & Partners have tabled comprehensive strategies at the very beginning." – Chambers Asia Pacific 2024




“We are very pleased with their performance.” – Asialaw Profiles 2023




"Very responsive and puts every effort to ensure that the client has the best case presented in court. Excellent pre-trial preparatory work with client." – The Legal 500 Asia Pacific 2022




“Diverse disputes group, particularly adept at handling cross-border arbitrations in the construction and engineering sectors. Its wider general litigation practice includes shareholder, insurance and insolvency related cases, alongside public law, land and planning matters.” – Chambers Asia Pacific 2018: Dispute Resolution – Band 4




A client commends the team's dedication, reporting: "What I really admire about them in the diligence in their work." This source also highlights the team's "technical skills" as a key asset. – Chambers Asia Pacific 2018: Dispute Resolution – Band 4

Partners

• T. Kuhendran

  +603-6209 8265
  [email protected]
  
  

• Susan Tan Shu Shuen

  +603-6209 8265
  [email protected]
  
  

• Esther Tan

  +603-6209 8266
  [email protected]
  
  

Banking & Finance

ZUL RAFIQUE & partners’ award-winning Banking & Finance practice group comprises a dedicated team of lawyers with extensive experience in domestic and international financing transactions covering both conventional and Islamic financing. This enables us to advice on all the relevant aspects of a financing transaction in a cost effective and efficient manner.

Our vision together with our proactive methods of resolving issues of our clients have garnered us several awards conferred by various business and legal publishing houses, in particular the Asian Legal Business (ALB), Chambers & Partners, International Financial Law Review (IFLR) and the Islamic Finance News (IFN).

Quote from Islamic Finance News 2016 in awarding ZUL RAFIQUE & partners the winner for the Trade Finance Law Firm of the Year 2016 in the Islamic Finance News Law Awards:

“ZUL RAFIQUE & partners are the perfect example of a local firm that has expanded its capabilities to a global standard, performing intricate and complex transactions at an exceptionally high quality and ideally demonstrating the strength and capabilities of the Malaysian market. Its sterling work has not only assisted its local and regional markets to develop, but have supported cross-border trade and development to the benefit of the entire industry.”

We also play an important part in the development of the financing and debt capital market and are frequently consulted by clients to provide advice on new innovative products and financing structures. Our extensive experience allows us to stay in the forefront of new developments and to continue to offer our clients the best possible service.

AREAS OF PRACTICE

Our areas of practice include:

• Acquisition and leveraged finance
• Asset finance
• Corporate debt rescheduling
• Cross border finance
• Debt capital markets
• Domestic and offshore syndication
• Offshore lending
• Islamic finance
• International issuance of debt instruments
• Project finance
• Real estate finance
• Securitisation
• Structured trade and commodity finance
• Sukuk issuance

SELECTED AWARDS

• Islamic Finance Law Firm of the Year – Asia Business Law Journal Malaysia Law Firms Awards 2024
• Project Finance Law Firm of the Year – The Asset Triple A Sustainable Infrastructure Awards 2024
• Logistics Deal of the Year | Renewable Energy Deal of the Year – Hydro | Green Project Deal of the Year – The Asset Triple A Sustainable Infrastructure Awards 2024
• Banking & Finance Law Firm of the Year – ALB Malaysia Law Awards 2023
• Banking & Finance and Islamic Finance Law Firm of the Year – Asia Business Law Journal Malaysia Law Firms Awards 2023
• Best Sustainability-Linked Sukuk, Best New Sukuk – Telekom, Best Islamic Loan, Best New Sukuk – Automobile – The Asset Triple A Islamic Finance Awards 2023
• Perpetual Deal of the Year – IFN Deals of the Year 2022
• Real Estate Deal of the Year 2020 – IFN Deal of the Year 2020 – Islamic Finance News
• Equity Market Deal of the Year 2020 – ALB Malaysia Law Awards 2020 – Asian Legal Business

RANKING

• Chambers Asia Pacific 2024 – Band 1 for Banking and Finance, Band 1 for Debt Capital Markets in Malaysia and Band 1 in Islamic Finance in the Asia-Pacific Region
• Asialaw Profiles 2024 – Outstanding for Banking and Finance, Outstanding for Capital Markets and Highly Recommended for Banking and Financial Services in Malaysia
• Legal 500 Asia Pacific 2023 – Tier 1 for Banking and Finance, Tier 1 for Islamic Finance and Tier 1 for Capital Markets in Malaysia
• IFLR1000 2023 – Tier 1 for Banking and Finance and Tier 1 for Capital Markets: Debt

SELECTED EXPERIENCE

• Acted for the lead arranger for the Merdeka ASEAN Green SRI Sukuk of MYR2.0 Billion and Sukuk of MYR3.65 Billion established by PNB Merdeka Ventures Sdn Bhd, a wholly owned subsidiary of Permodalan Nasional Berhad (“PNB”), for purposes of financing part of the construction of the Warisan Merdeka project in the historic Stadium Merdeka and Stadium Negara enclave. The Merdeka ASEAN Green SRI Sukuk Programme is the first in Malaysia to adopt the ASEAN Green Bond Standards and also complies with the requirements of the sustainable responsible investment (SRI) Sukuk under the Malaysian Launch and Lodge Framework. It won Debt Market Deal of the Year (Premium) 2018 - ALB Malaysia Law Awards - Asian Legal Business
• Acted for Genting Berhad for an issuance of USD1.0 Billion 4.25 per cent guaranteed notes by Genting Berhad’s indirect wholly-owned subsidiary, GOHL Capital Limited which is offered entirely offshore and outside the United States of America in reliance on Regulation S under the United States Securities Act of 1933.
• Acted for Maxis Broadband Sdn Bhd for its Islamic Medium Term Notes Programme of up to MYR10.0 Billion. It won Asia Deal of the Year 2017 – Asia Business Law Journal
• Acted for the financier in relation to a term financing-i facility granted to Sime Darby TNBES Renewable Energy Sdn Bhd to part finance the development and construction of biogas power plants. It won Infrastructure & Project Finance Deal of the Year 2016 and Malaysia Deal of the Year 2016 – Islamic Finance News
• Acted for syndicated financiers for an Islamic facility of up to USD780.0 Million granted to Yinson Production (West Africa) Pte. Ltd. in relation to a floating production, storage and offloading vessel. It won Africa Deal of the Year 2016 – Islamic Finance News
• Acted for syndicated financiers for a multicurrency Sukuk Murabahah Programme of up to MYR7.0 Billion (and equivalent in USD) established by Sapura TMC Sdn Bhd, a wholly owned subsidiary of Sapura Energy Berhad. The first issuance under the Multi-Currency Sukuk Murabahah Programme is also the first unrated USD Sukuk to be raised onshore. It was awarded the prestigious Emas Sukuk by the Central Bank of Malaysia.
• Acted for the finance parties in relation to the multicurrency Islamic syndicated facilities of USD2.3 Billion equivalent, granted to Sapura TMC Sdn Bhd, the subsidiary of Sapura Energy Berhad. It won the Debt Market Deal of the Year 2015 by Asian Legal Business at the ALB SE Asia Law Awards 2015, the Debt Market Deal of the Year 2015 by Asian Legal Business at the ALB Malaysia Law Awards 2015 and the Malaysia Deal of the Year 2015 by Asian Legal Business at the ALB Malaysia Law Awards 2015.

QUOTES

"Zul Rafique's team handled incredibly complicated matters extremely well, fitting in with the other jurisdictions seamlessly and taking a commercial view with their advice." – Chambers Asia Pacific 2024




"A well-resourced and talented team. Responsive, commercial, and a pleasure to deal with." – Legal 500 Asia Pacific 2024




"They are very responsive, technically astute, commercially pragmatic and diligent." – IFLR1000 2024




“I find the service and quality from Zul Rafique & Partners to be excellent. They can sort out tricky issues and will go way beyond." – Chambers Asia Pacific 2023




"The team is very responsive and the lawyers are experts in their line." - Chambers Asia Pacific 2023




"Dedicated and proficient in handling the deal.” - Legal 500 Asia Pacific 2023




“Standout banking group, providing expert advice on all aspects of conventional, Islamic and debt-related financial transactions. Especially skilled in complex debt restructuring, asset-backed securities and project finance, with extensive knowledge of Shari’a-compliant structures. Acts for prominent Malaysian and international borrowers and lenders.” – Chambers Asia Pacific 2018: Banking & Finance – Band 1




“The lawyers' dedication and reliability is appreciated by clients, who report that "they are extremely thorough in their work" and "provide a very consistent level of service." Clients also praise the team's technical proficiency, noting the "quality of advice and problem solving during structuring, along with the quality of its legal documents.” – Chambers Asia Pacific 2018: Banking & Finance – Band 1




“Known to provide comprehensive advice to both domestic and international financial institutions, the team at ZUL RAFIQUE & partners is noted for its extensive experience in Islamic finance issues. It has the capacity to take on matters spanning a range of Shari'a principles including wakala, murabaha and ijara, among others. Project finance, asset-backed securities and debt restructuring are also key areas of expertise.” – Chambers Asia Pacific 2018: Islamic Finance – Band 2




“One client praises the team "for their commendable services in the finance and banking area.". Another source highlights the "technical expertise and the sense of responsibility from partners when supervising their deal team on transactions."” – Chambers Asia Pacific 2018: Islamic Finance – Band 2




“ZUL RAFIQUE & partners’ banking and finance practice was at the top of its game last year – the firm was involved in a number of eye-catching international syndicated facilities and acquisition financings.” – IFLR1000 2017 – Tier 1




“Under the leadership of Loh Mei Mei, ZUL RAFIQUE & partners is commended for its ‘technical expertise paired with a great sense of responsibility from partners when supervising the team’” –Legal 500 Asia Pacific 2018 – Tier 1




“The range of work delivered by ZUL RAFIQUE & partners’ range of dependable work including acquisition, project and Islamic finance makes it an outstanding practice.” – Asialaw 2018 – Outstanding




“ZUL RAFIQUE & partners excels at debt capital markets, in addition to syndicated loans…..The practice is also highly capable in Islamic finance.” – Asialaw 2018 – Outstanding

Partners

• Loh Mei Mei

  +603-6209 8244
  [email protected]
  
  

• Kung Suan Im

  +603-6209 8244
  [email protected]
  
  

• Ashela Ramaya

  +603-6209 8251
  [email protected]
  
  

• Chan Kwan Hoe

  +603-6209 8242
  [email protected]
  
  

• Celine Rangithan

  +603-6209 8244
  [email protected]
  
  

• Jayden Chuah

  +603-6209 8250
  [email protected]
  
  

Capital Markets

ZUL RAFIQUE & partners provides comprehensive advice on the law and practice associated with capital-raising exercises. Our Capital Markets practice group has represented issuers, principal advisers, underwriters and trustees on full range of capital markets transactions in various industries such as insurance, banks and financial institutions, telecommunications, oil and gas, manufacturing, healthcare, real estate and education.

We have been involved in some of the most significant capital markets transactions in Malaysia.

AREAS OF PRACTICE

Our areas of practice include:

Equity Capital Markets

• Initial public offerings
• Secondary fundraising (e.g. rights issues and placements)
• Other fund-raising exercises such as corporate securities (shares, warrants, options, preference shares) and hybrid securities such as loan stocks and other instruments
• Restructuring
• Continuing listing requirements, including related party transactions, employee share option schemes, long-term incentive plan
• Privatisations
• Takeovers (mandatory, voluntary and selective capital reduction)

Debt Capital Markets

• Sukuk issuance
• Medium Term Notes Programme
• Commercial Papers Programme
• Bonds Issuance
• Foreign Issuances
• Asset-Backed Securitisation
• Tier 1 and Tier 2 Bank Capital Issuances
• Perpetual Sukuk/bonds

SELECTED AWARDS

• Equity Market Deal of the Year 2020 – ALB Malaysia Law Awards 2020 – Asian Legal Business
• Debt Market Deal of the Year (Premium) 2018 – ALB Malaysia Law Awards 2018– Asian Legal Business
• Asia Deals of the Year 2017 – Asia Business Law Journal

RANKING

• Chambers Asia Pacific 2024 – Band 1 for Debt Capital Markets
• Asialaw Profiles 2024 – Outstanding for Capital Markets
• Legal 500 Asia Pacific 2024 – Tier 1 for Capital Markets
• IFLR1000 2024 – Tier 1 for Debt Capital Markets and Tier 2 for Equity Capital Markets

SELECTED EXPERIENCE

Equity Capital Markets

• Advised on initial public offerings of Maxis Berhad, 7-Eleven Malaysia Holdings Berhad, Astro Malaysia Holdings Berhad, UMW Oil & Gas Corporation Berhad, Bumi Armada Berhad, Hap Seng Plantations Holding Berhad and Red Sena Berhad
• Advised shareholders and public listed companies on its private placements
• Advised a Hong Kong listed foreign corporation in its mandatory general offer to acquire all the remaining shares of a public listed company not already owned by the foreign corporation and persons acting in concert
• Advised the single largest shareholder of a public listed company on a shareholders’ agreement with a private equity fund (which acquired shares in that public listed company) resulting in a mandatory general offer (“MGO”) being triggered. Advised the shareholder in the MGO
• Advised a few entities (foreign and local) in the general offer (whether mandatory, voluntary or by selective capital reduction)
• Advised a public listed company on its selective capital reduction and repayment exercise

Debt Capital Markets

• Acted for the lead arranger for the Merdeka ASEAN Green SRI Sukuk of MYR2.0 Billion and Sukuk of MYR3.65 Billion established by PNB Merdeka Ventures Sdn Bhd, a wholly owned subsidiary of Permodalan Nasional Berhad (“PNB”), for purposes of financing part of the construction of the Warisan Merdeka project in the historic Stadium Merdeka and Stadium Negara enclave. The Merdeka ASEAN Green SRI Sukuk Programme is the first in Malaysia to adopt the ASEAN Green Bond Standards and also complies with the requirements of the sustainable responsible investment (SRI) Sukuk under the Malaysian Launch and Lodge Framework. It won Debt Market Deal of the Year (Premium) 2018 - ALB Malaysia Law Awards - Asian Legal Business
• Acted for Genting Berhad for an issuance of U.S.$1.0 Billion 4.25 per cent. guaranteed notes by Genting Berhad’s indirect wholly-owned subsidiary, GOHL Capital Limited which is offered entirely offshore and outside the United States of America in reliance on Regulation S under the United States Securities Act of 1933.
• Acted for financiers for a multicurrency Sukuk Murabahah Programme of up to MYR7.0 Billion (and equivalent in USD) established by Sapura TMC Sdn Bhd, a wholly owned subsidiary of Sapura Energy Berhad. The first issuance under the Multi-Currency Sukuk Murabahah Programme is also the first unrated USD Sukuk to be raised onshore. It was awarded the prestigious Emas Sukuk by the Central Bank of Malaysia.

QUOTES

“They complete the transaction efficiently and effectively. Always deliver high quality standard work and are very professional. Deliver responses swiftly and within expectations.” - Asialaw Profiles 2023




“Dedicated and proficient in handling the deal.” – Legal 500 Asia Pacific 2023




“I find the service and quality from Zul Rafique & Partners to be excellent. They can sort out tricky issues and will go way beyond." – Chambers Asia Pacific 2023: Banking & Finance

Partners

Equity Capital Markets



• Jerry Ong Kok Wah

  +603-6209 8218
  [email protected]
  
  

• Cathryn FL Chay

  +603-6209 8316
  [email protected]
  
  

• David Lee Lai Huat

  +603-6209 8216
  [email protected]
  
  

• Chin Lit Fwu

  +603-6209 8222
  [email protected]
  
  

Debt Capital Markets



• Loh Mei Mei

  +603-6209 8244
  [email protected]
  
  

• Kung Suan Im

  +603-6209 8243
  [email protected]
  
  

• Ashela Ramaya

  +603-6209 8251
  [email protected]
  
  

• Chan Kwan Hoe

  +603-6209 8242
  [email protected]
  
  

• Celine Rangithan

  +603-6209 8244
  [email protected]
  
  

• Jayden Chuah

  +603-6209 8250
  [email protected]
  
  

Projects & Corporate Advisory

Our Projects & Corporate Advisory practice group provide expert advice on a widerange of project and corporate matters including regulatory strategy, licensing requirements, concession agreements, drafting of project documentation and tender reviews, and other projects or construction-related legal documentation. We also frequently advise on legal issues relating to foreign investment in Malaysia, including regulatory and licensing compliance, incorporation, shareholding, and other legal vehicle structures relevant to suit the needs of our clients’ investment goals and objectives.

A non-exhaustive list of our services includes:

• Project documentation drafting
• Legislative drafting
• Government regulatory strategy
• Corporate legal advice
• Acquisition due diligence and verification exercises
• Foreign business inception and structuring in Malaysia
• Drafting of agreements including construction, concession, turnkey design and build contracts, government, facility maintenance and management, franchising, and other commercial or operational contracts
• Corporate governance compliance and strategy
• Licensing
• Joint Ventures
• Commercial and legal advisory
• Commercial contract reviews
• IT and privacy laws
• Government procurement practices
• Housing and local government advisory
• Constitutional and administrative law

Partners

• Khairuzzaman Muhammad

  +603-6209 8232
  [email protected]
  
  

Communications & Multimedia

Our Communications & Multimedia practice group advises on communications and multimedia matters, information and communications technology matters, e-commerce, corporate commercial matters, data protection and privacy laws and competition laws.

As one of the first legal firm to practise in the field of communications and multimedia in Malaysia, we have extensive experience in representing major communications (fixed and mobile) and multimedia providers in various matters. Our clients also benefit from our in-depth knowledge gained through our participation in the drafting of the Communications & Multimedia Act 1998 and the Malaysian Communications & Multimedia Commission Act 1998, which is one of the first set of legislation (if not the first) to regulate the converging telecommunications and broadcasting industry.

Through our many years of advising clients in this industry, we have a good understanding of the industry and its history. This understanding and experience helps us to not just give our clients legal advice but also practical solutions.

AREAS OF PRACTICE

Our areas of practice include:

• Communications and Multimedia matters (including regulatory advise)
• Information and Communications Technology matters
• E-Commerce
• Corporate Commercial matters
• Data Protection and Privacy laws
• Competition laws

SELECTED AWARDS

• Asian-mena Counsel Firm of the Year 2012 for Telecommunications, Media and Technology – Pacific Business Press

RANKING

• Asialaw Profiles 2024 – Notable for Technology and Telecommunications
• Chambers Asia Pacific 2024 – Band 3 for Technology, Media, Telecoms (TMT)
• Legal 500 Asia Pacific 2024 – Tier 3 for TMT (Including Fintech)

SELECTED EXPERIENCE

Communications and Multimedia

• Advised a major fixed line operator in the drafting of access reference offering pursuant to and in compliance with mandatory standards on access and the access list issued by the Malaysian Communications and Multimedia Commission.
• Advised a major fixed line operator in the drafting of interconnection and access agreements, in respect of mobile and fixed networks, for the provision on various communication services, including but not limited to, fixed and mobile termination and origination services, interconnect link services (leased lines), domestic network transmission services, network co-location, domestic connectivity to international services (connectivity from the cable landing stations), bitstream services, DSL wholesale etc. and advising on legal and regulatory issues, including but not limited to, compliance with the mandatory standards on access and access pricing issued by the Malaysian Communications and Multimedia Commission.
• Involved in the drafting of client’s indicative terms and conditions for high speed broadband services to be provided over the high speed broadband network rolled out by client.
• Advised client in the drafting of an agreement for the provision of bandwidth services by way of fibre between its customer’s access site to the regional main site.
• Reviewed Airtime Management & Programming Sdn Bhd’s Code of Practice to ensure consistency with the Communications and Multimedia Act 1998
• Advised on various regulatory issues under the Communications and Multimedia Act including licensing issues, spectrum issues, universal service obligations, rate setting etc.

Information and Communications Technology

• Advised a major utility on a strategic alliance agreement with a US technology partner specialising in radio frequency technology for smart city applications and a master supply agreement for the acquisition of radio frequency equipment.
• Advised Tenaga Nasional Berhad on the design, supply, installation, testing and commissioning of its smart metering system in the State of Melaka and for the provision of maintenance services with respect to the Head-End System.
• Advised Dialog Axiata PLC on the outsourcing of their call centre to a special purpose vehicle which is a joint venture between Dialog Axiata PLC and First Source Limited of India. The outsourcing arrangement involved the transfer of Dialog Axiata PLC’s call center assets and relevant employees to the special purpose vehicle.
• Advised Jaring Communications Sdn Bhd on their WiMAX buildout agreement whereby the vendor will supply network equipment for and assist with the rollout of client’s WiMAX network.
• Advised Syarikat Takaful Malaysia, an Islamic insurance company, on the drafting of a bespoke software agreement whereby client will acquire and own the bespoke software specifically written and developed by the software consultant.

E-Commerce

• Advising various clients on the provision of electronic money/e-wallet services including the regulatory approvals.
• Advised Telekom Malaysia Berhad in the drafting of the consortium agreement and thereafter joint venture agreements for the purposes of the consortium tendering for the concession of the various Multimedia Super Corridor Flagship Projects such as the Electronic Government project, the Telemedicine project and the Smart School project.
• Advised Commerce Dot Com Sdn Bhd in the provision of the E-Procurement Services, a Multimedia Super Corridor Flagship Project. Our scope included the drafting of concession agreements, end-user subscription agreements, service level agreements, disaster recovery agreements, certification authority services agreement and content management services agreement.

Corporate Commercial

• Advised various clients on memorandum of understandings, collaboration agreements, consortium agreements, joint venture agreements, service agreements, supply agreements, distribution agreements and sale and purchase agreements.

Personal Data and Competition Laws

• Advised client on their personal data protection compliance policies including privacy notices.
• Advised various foreign clients (including VMWare, Dyson, Vodaphone) on their data retention requirements under Malaysian laws.
• Advised various clients on competition law issues under the Communications and Multimedia Act 1998 and the Competition Act 2010.

QUOTES

"The partners are hands-on. The team is responsive to last minute requests and changes and put in the time and effort to turn around as quickly as possible." – Legal 500 Asia Pacific 2024




"Super in-depth knowledge on telco regulation." – Legal 500 Asia Pacific 2024




"Zul Rafique & Partners is well versed in the telecommunication regulations in Malaysia, which therefore makes the firm suitable for handling complex and sophisticated matters in the TMT industry." – Chambers Asia Pacific 2023




"ZUL RAFIQUE & partners’ tightly knit team enters the tables as a notable practice. Darren Kor has a good relationship with a Malaysian utility company as it implements new services, such as smart metering." – Asialaw 2018– Notable

Partners

• Darren Kor Yit Meng

  +603-6209 8247
  [email protected]
  
  

• Farah Mohamed Said

  +603-6209 8247
  [email protected]
  
  

Corporate Real Estate

Our Corporate Real Estate practice group have extensive experience in handling and advising on land related transactions for our corporate clientele. Our experience covers a wide range of matters including:

• Sale and purchase of residential, commercial and industrial premises / buildings / land as well as agricultural land
• Leases and tenancies of residential and commercial premises / buildings / land
• Agreement to lease for buildings under construction
• Consumer, retail and business financing
• All other issues relating to transfers, leases, charges of land, dealings and all other land related issues
• Property development and property development financing
• Acquisition of retail and commercial real estate for REITs (Real Estate Investment Trusts)

We pride ourselves in being able to offer prompt and attentive services on every assignment.

SELECTED AWARDS

• Asian-mena Counsel Firms of the Year 2019 for Real Estate/ Construction – In-House Community
• Real Estate Law Firm of the Year 2018 – ALB Malaysia Law Awards 2018 – Asian Legal Business

RANKING

• Asialaw Profiles 2024 – Highly Recommended for Real Estate
• Legal 500 Asia Pacific 2024 – Tier 3 for Real Estate and Construction
• Chambers Asia Pacific 2024 – Band 4 for Real Estate

SELECTED EXPERIENCE

• Advised UEM Land Holdings Berhad and its wholly-owned subsidiary, UEM Land Berhad, the master developer of Nusajaya (largest integrated urban development in South East Asia) in respect of a shareholders’ agreement entered between UEM Land Holdings Berhad and Iskandar Harta Holdings Sdn. Bhd. whereby both parties jointly undertook a mixed development project in Medini, Nusajaya known as the Lifestyle Retail Mall and Residences @ Medini North
• Advised and acted as sole solicitors for KLCC Group of Companies in the high end luxury condominium “The Binjai on the Park” in KLCC Precinct
• Advised and acted for CapitaLand Malaysia Mall REIT Management Sdn. Bhd., a subsidiary of CapitaLand Limited, Singapore on the establishment of CapitaLand Malaysia Mall Trust including the acquisition of 205 strata parcels in Sungei Wang Plaza, Gurney Plaza and The Mines for the purpose of its initial public offering and subsequent listing on the Main Board of Bursa Malaysia Securities Berhad
• Advised and acted for CapitaLand Malaysia Mall Trust in relation to its acquisition of Gurney Plaza Extension, East Coast Mall and Tropicana City Mall
• Advised and acted for Starhill Global REIT, Singapore in respect of its acquisition of Lot 10 and Starhill Gallery through an asset-backed securitisation transaction
• Advised and acted for subsidiary of CapitaLand Ltd., Singapore in respect of the development of Melawati Mall in Selangor
• Advised and acted for subsidiary of CapitaLand Ltd., Singapore in respect of its acquisition of Queensbay Mall, Penang
• Advised and acted for the local subsidiary of Royal Group of Companies in Singapore for the acquisition of DoubleTree by Hilton which forms part of the mixed integrated development known as “The Intermark” in Jalan Ampang Kuala Lumpur
• Advised and acted for TRX City Sdn. Bhd. (“TRXC”), an indirect subsidiary of Ministry of Finance Incorporated, Malaysia, on the joint venture between TRXC and Lend Lease Group of Australia in respect of the joint venture arrangement (including the disposal of lands to the joint venture vehicle for the purpose of the joint venture) to develop the Lifestyle Quarter, a retail-led mixed development comprising retail, residential and hotel components, within the “Tun Razak Exchange”
• Advised and acted for TRXC, the master developer of Tun Razak Exchange, the new international financial district in Kuala Lumpur of its sale of a parcel of freehold land within the “Tun Razak Exchange” pursuant to a sale and purchase agreement with HSBC Bank Malaysia Berhad (“HSBC”). HSBC has acquired the said land from TRXC for the proposed development of its new Malaysian headquarters
• Advised and acted for TRXC in respect of disposal of a parcel of freehold land within the “Tun Razak Exchange” pursuant to a share sale and purchase transaction between KLIFD Sdn. Bhd. (“KLIFD”), a wholly owned subsidiary of TRXC, and IJM RE Commercial Sdn. Bhd. (“IJMRC”), a wholly owned subsidiary of IJM Corporation Berhad, for the disposal of 100% equity interest in Fairview Valley Sdn. Bhd. (“FVSB”) by KLIFD in favour of IJMRC. FVSB will develop a 27-storey purpose built office tower within the “Tun Razak Exchange” which will be leased by the Prudential Group for use as its new Malaysian headquarters
• Advised and acted for Damai City Sdn. Bhd., in respect of a mixed development known as “8 Conlay”, located at Jalan Conlay, Kuala Lumpur comprising a five-star Kempinski Hotel, premium lifestyle retail quarters and branded residences
• Acted for TTDI KL Metropolis Sdn. Bhd. (“Naza”), a wholly owned subsidiary of NAZA TTDI Sdn. Bhd. and the master developer of “KL Metropolis”, a proposed new cultural and exhibition hub for Kuala Lumpur conceptualised as a 21st century commercial business district, on the joint venture arrangement between Naza and Hap Seng Land Development Sdn. Bhd. to develop and complete a mixed commercial development with a gross development value of MYR3.8 billion on a 8.95 acres land within KL Metropolis in year 2016
• Advised and acted as solicitors for Core Precious Development Sdn Bhd in the luxury condominium “Core Residence @ TRX” at Tun Razak Exchange, Kuala Lumpur

QUOTES

"The way they handle complex problems takes into consideration the impact of all possible solutions before making a decision." – Chambers Asia Pacific 2024




“The team is strong, unified and is able to deliver quality work according to expectations.” – The Legal 500 Asia-Pacific 2024

“The lawyers I have worked with at Zul Rafique & Partners are very knowledgeable, experienced and provide the best solutions.” – Chambers Asia Pacific 2024

Partner

• Leong May Ling

  +603-6209 8256
  [email protected]
  
  

• Ainal Marlinda Md Said

  +603-6209 8369
  [email protected]
  
  

Employment & Industrial Relations

Our Employment & Industrial Relations practice group offers services on a broad range of employer-employee issues including terms and conditions of service; employee handbooks and manuals; collective agreements and trade disputes; disciplinary actions and dismissals; voluntary separation schemes; retrenchment and issues surrounding corporate restructuring of businesses.

Our service is characterised by the solutions-oriented approach when dealing with our clients’ problems. A large part of our work involves rendering advice to management and human resource departments on day-to-day personnel issues. We recognise the need to provide holistic solutions which are legally sound and in accordance with industry best practices.

Our clients are major corporations in banking and finance, insurance, transportation, telecommunications, petroleum and utilities.

We are able to offer prompt and practical solutions as a result of our keen understanding of their organisational and business objectives. We also offer practical training to our clients that is crucial to the implementation of their Industrial Relations and Human Resource plans.

Our experience includes:

• Drafting and rendering advice on contracts of employment
• Negotiating and concluding collective agreements with unions
• Advising on employment issues arising from mergers and acquisitions
• Advising relating to the establishment and administration of pension funds, employee share option schemes and other remunerative schemes
• Advising on employers duties relating to social security, workmen’s compensation and the Employees Provident Fund
• Negotiating and concluding collective agreements
• Advising on the Industrial Relations Act 1967 and the Trade Unions Act 1959 and other matters relating to trade unions
• Advising on voluntary separation, retrenchment, dismissals and re-employment
• Advising on industrial disputes such as strikes, picketing and other industrial action
• Advising on Malaysian (including Sabah and Sarawak) labour law policies and practices
• Conducting industrial and labour court litigation and appeals thereto

We also advise our clients on the legislative and regulatory framework relating to industrial relations issues such as the Industrial Relations Act 1967, the Employment Act 1955, the Human Resource Development Act 1992, Employees Social Security Act 1969, Employees Provident Fund Act 1991, Workmen’s Compensation Act 1952, Minimum Standards of Housing and Amenities Act 1990, Wages Council Act 1947, Children and Young Persons (Employment) Act 1966 and Occupational Safety and Health Act 1994 and the respective regulations made thereunder.

In addition to a thorough understanding of the law and its application, our work is distinguished by the hands-on approach in dealing with our clients and their employees. We believe our understanding of the complex interplay between the employer-employee relationship and the prevailing commercial, industry and statutory standards, are integral to achieve an effective solution in the industrial relations disputes.

SELECTED AWARDS

• In-House Community Deal of the Year 2022 – In-House Community
• Labour and Employment Law Firm of the Year 2017, 2015 – ALB Malaysia Law Awards – Asian Legal Business
• Asian-mena Counsel Firm of the Year 2019, 2018, 2017, 2014, 2013 for Employment – In-House Community

RANKING

• Chambers Asia Pacific 2024 – Band 1 for Employment & Industrial Relations
• Asialaw Profiles 2024 – Outstanding for Labour & Employment
• Legal 500 Asia Pacific 2024 – Tier 1 for Labour and Employment
• Benchmark Litigation Asia Pacific 2024 – Tier 1 for Labour and Employment

QUOTES

“The team at Zul Rafique has a deep level of knowledge, expertise and skill in industrial relations matters.” – Chambers Asia Pacific 2024




“They have a strong understanding of the current developments of employment law. As such, they manage to provide updated advice to us.” – Chambers Asia Pacific 2024




“A great team – easily contactable, fast deliverables, effective communication and extensive experience.” – Legal 500 Asia Pacific 2024




“Zul Rafique & Partners boasts a team of highly skilled attorneys, who are leaders in the practice of industrial relations. The team has years of experience with a passion for solving complex legal challenges.” – Legal 500 Asia Pacific 2024




“They are meticulous and provide effective and timely advice. Very prompt in addressing all queries and clarifications required.” – Benchmark Litigation Asia Pacific 2024




“The firm provides reliable guidance on employment issues and meets clients' needs in a professional manner.” – Asialaw 2024

Partners

• P. Jayasingam

  +603-6209 8260
  [email protected]
  
  

• Wong Keat Ching

  +603-6209 8270
  [email protected]
  
  

• Thavaselvi Pararajasingam

  +603-6209 8269
  [email protected]
  
  

• Teoh Alvare

  +603-6209 8268
  [email protected]

Energy & Utilities

In this practice group, we serve industry sectors such as the electricity, water and public works. We are dedicated to keeping abreast with the current legislative and regulatory framework as well as the core legal issues related to each industry. Being aware of the growing momentum for industry restructuring and privatisation allows us to provide relevant and effective advice.

Our areas of involvement include:

• Energy purchasing
• Purchasing and divestiture of businesses and other assets
• Licensing and tariff collection
• Federal, state and local government powers and functions
• Industry rationalisation and restructuring
• Drafting laws and regulations pertaining to the industry
• Projects Documents negotiations
• EPC Contracts
• Operation and maintenance contracts
• Financing of energy and utilities assets

RANKING

• Asialaw Profiles 2024 – Recommended for Energy and Infrastructure
• IFLR1000 2024 – Tier 2 for Project Development: Infrastructure
• Legal 500 Asia Pacific 2021 – Tier 3 for Projects and Energy

SELECTED EXPERIENCE

We have been involved in the following transactions:

Energy (Electricity)

• Advised Sarawak Energy Berhad in the acquisition of Sarawak Hidro Sdn. Bhd. who owns the 2,400MW Bakun Hydroelectricity Dam;
• Advised a listed company in the Power Purchase Agreement and an EPC Contract for a 190MW combined cycle power plant project (IPP) in Sepangar Bay, Sabah;
• Advised Syarikat Sesco Berhad in its power purchase agreement with Sarawak Hidro Sdn Bhd for the purchase of electrical energy from the Bakun Hydroelectric Project;
• Advised a TNB subsidiary on the Power Purchase Agreement (PPA) for the 1000MW Project 3A Janamanjung Plant;
• Advised 1MDB in the Supplemental PPA for the extension of Genting Sanyen Plant;
• Advised and acted for lenders in project due diligence review for refinancing of a 100MW combined cycle power plant project (IPP) in Sepangar Bay, Sabah;
• Acted for a Malaysian company on its acquisition of two (2) IPPs in Sulawesi and Sumatera, Indonesia;
• Acted for a listed company in its negotiation in the Republic of India for a PPA involving a 550MW power plant;
• Involved in TNB’s exercise in reviewing existing PPA terms for new independent power producers;
• Reviewed PPAs and the supplementals between Sabah Electricity Sdn Bhd and independent power producers;
• Acted for TNB in its acquisition of coal mining rights in Indonesia;
• Advised TNB’s subsidiary in the drafting and negotiating of a Pit to Port Agreement for mining and haulage of coal in Indonesia;
• Acted for TNB in its acquisition of shares in an Independent Power Producer Companies;
• Advised TNB in its proposed divestment of its power plants;
• Conducted due diligence on a power plant in Pakistan for the purposes of a corporate restructuring exercise; and
• Advised a Malaysian investor for a coal-mouth power plant project in Indonesia.

Renewable Energy

• Advised TNB on its renewable energy purchase agreement;
• Advised and acted for a subsidiary of Universiti Teknologi Mara in its negotiation and execution of PPA and other related project documents for a 50MW Large Scale Solar Photovoltaic Plant; and
• Advised a foreign fund in its investment in a solar power venture of 30MW.
• Drafted the Constitutional (Amendment 2005) pertaining to the jurisdiction of legislative powers on water services between the Federal Government and the State Government;
• Formulated and drafted the Water Services Industry Act 2006 (“WSIA”) and the Suruhanjaya Perkhidmatan Air Negara Act 2006;
• Advised a state entity for a proposed restructuring of the state’s water treatment and supply services in Selangor and Federal Territories of KL & Putrajaya;
• Advised a state entity of bulk water transfer between the state of Pahang and Selangor;
• Advised National Water Services Commission on the drafting of various water services regulations.
• Advised a Petronas subsidiary on its Operation and Maintenance Agreement of a water treatment plants; and
• Advised a private company in the design and build contract of water treatment projects in Terengganu.

Water

• Drafted the Constitutional (Amendment 2005) pertaining to the jurisdiction of legislative powers on water services between the Federal Government and the State Government;
• Formulated and drafted the Water Services Industry Act 2006 (“WSIA”) and the Suruhanjaya Perkhidmatan Air Negara Act 2006;
• Advised a state entity for a proposed restructuring of the state’s water treatment and supply services in Selangor and Federal Territories of KL & Putrajaya;
• Advised a state entity of bulk water transfer between the state of Pahang and Selangor;
• Advised National Water Services Commission on the drafting of various water services regulations.
• Advised a Petronas subsidiary on its Operation and Maintenance Agreement of a water treatment plants; and
• Advised a private company in the design and build contract of water treatment projects in Terengganu
• Advised National Water Services Commission on the drafting of various water services regulations.
• Advised a Petronas subsidiary on its Operation and Maintenance Agreement of a water treatment plants; and
• Advised a private company in the design and build contract of water treatment projects in Terengganu.

QUOTES

“Attentive to the needs of their clients, including being flexible with their time. Additionally, dynamic enough to provide probable solutions and strategise their approach according to business nuances.” – Asialaw 2024




“Well-reputed projects team, particularly known for its strength in project finance and acquisitions. Strong on oil and gas projects, including offshore energy, as well as possessing in-depth expertise in water and electricity issues. Has additional experience of infrastructure projects such as airports and bridges, especially in relation to construction contracts and concession agreements.” – Chambers Asia Pacific 2018: Projects, Infrastructure & Energy – Band 3

Partners

• Datuk Lukman Sheriff Alias

  +603-6209 8213
  [email protected]
  
  

• Hamdi Abdullah

  +603-6209 8215
  [email protected]
  
  

• Syed Haris Syed Yahya

  +603-6209 8213
  [email protected]
  
  

• Teh Hooi Woon

  +603-6209 8215
  [email protected]
  
  

Environmental, Social & Governance (ESG)

In today's rapidly evolving business landscape, Environmental, Social, and Governance (ESG) compliance has become essential for sustainable growth and long-term success. Companies are increasingly held accountable not only for their financial performance but also for their impact on the environment and society.

At Zul Rafique & Partners, we recognise the critical importance of ESG compliance and are committed to supporting our clients in navigating this complex and dynamic area.

Our team can assist in inter alia the following areas:

• ESG M&A Due Diligence
• ESG Litigation Risk Mapping
• ESG Labour Compliance & ILO Standards Advisory
• Corporate, Risk & Liability Advisory
• Green Financing
• ESG Sustainability Reporting Advisory
• ESG Sustainability Reporting Compliance
• Drafting of ESG Provisions
• Training & Awareness

Key Contacts

• Farah Mohamed Said

  +603-6209 8245
  [email protected]
  
  

• Loh Mei Mei

  +603-6209 8372
  [email protected]
  
  

• Wong Keat Ching

  +603-6209 8270
  [email protected]
  
  

• Teh Hooi Woon

  +603-6209 8305
  [email protected]
  
  

• Chin Lit Fwu

  +603-6209 8222
  [email protected]
  
  

• Nur Syafinaz Vani

  +603-6209 8281
  [email protected]
  
  

Infrastructure & Construction

Our Infrastructure & Construction practice group has built a solid reputation on a strong legal foundation and extensive industry experience. We have substantial experience in providing legal advice in the infrastructure and construction industry. Our projects range from residential, commercial development to Multi-billion Ringgit oil terminal and industrial facilities, including the development and augmentation of government initiated economic corridors, high-speed broadband rights and infrastructure, bridges and airport facilities. Our clients include property and project owners, developers, concessionaire holders, employers, operators, contractors and consultants. We understand the rigorous demands in construction law and apply the same rigour in meeting these needs.

We have advised on project not only within Malaysia but also in Sudan, the Kingdom of Saudi Arabia, Pakistan, India and Indonesia.

We are able to assist on the following matters:

• Advising on instructions to be issued to tenderers and the preparation of tender documents
• Drafting and advising on the contents of various letters in relation to the acceptance of tenders, the appointment and selection of contractors and notification of appointments
• Advising on legislative and regulatory compliance on tender procedures and construction law matters
• Advising, drafting and negotiating on various types of construction contracts and other agreements related thereto including development, supply, maintenance, agency and licence agreements
• Advising on related security documents in the construction industry e.g. bank guarantees, design warranties, etc.
• Advising and litigating on any legal disputes arising from the various construction contracts and other agreements related thereto including the interpretation of contracts, alleged breach and default of the parties to the contracts
• Representing the client whether as plaintiff or defendant in any construction law litigation involving mediation, arbitration or the courts of law
• Providing a panel of qualified arbitrators from which the parties to an arbitration may elect an arbitrator for their dispute

SELECTED AWARDS

• Asian-mena Counsel Firm of the Year 2019, 2015, 2014 for Real Estate/Construction – In-House Community

SELECTED EXPERIENCE

• Advised on land acquisition issues in relation to the development of Economic Corridors
• Advised on the reclamation, development and construction of man-made island into an oil terminal facility
• Involved in the drafting of the East Coast Economic Region Development Council Act, an Act regulating a project which span over four states in Malaysia, representing 51% of the total land area of Peninsular Malaysia under the Ninth Malaysian Plan
• Have been, and is currently, involved in prominent projects such as the Kuala Lumpur City Centre (“KLCC”), the Malaysian Government’s Federal Administrative Capital in Putrajaya, Iskandar Malaysia, the East Coast Economic Region and the Klang Valley Mass Rail Transit (“KVMRT”)
• Advised 1Malaysia Development Berhad (1MDB) in negotiating and drafting the arrangements for the purchase and lease of Sungai Besi airport land as well as the relocation of the current occupiers of the Sungai Besi airport land to various relocation sites (8 sites) to be developed by 1MDB

QUOTES

Well-reputed projects team, particularly known for its strength in project finance and acquisitions. Strong on oil and gas projects, including offshore energy, as well as possessing in-depth expertise in water and electricity issues. Has additional experience of infrastructure projects such as airports and bridges, especially in relation to construction contracts and concession agreements. – Chambers Asia Pacific 2018: Projects, Infrastructure & Energy – Band 3

Partner

• Tunku Alizan RM Alias

  +603-6209 8229
  [email protected]
  
  

Intellectual Property

The Intellectual Property practice group handles all aspects of intellectual property law relating to trademarks and service marks, geographical indications, copyright, trade secrets, and confidential information.

We cover the following areas:

Registration

• Comprehensive registration practice including trade / service mark registration and registration of geographical indications
• Co-ordination of foreign registrations, management of international trade mark portfolios and monitoring of domestic trade marks registers

Advisory

• Provision of comprehensive and pro-active advice on the management, exploitation and protection of intellectual property rights in Malaysia, including trade / service marks (including well- known marks), geographical indications, copyrights and trade secrets / confidential information

Litigation

• Conduct litigation in respect of all areas of intellectual property including the prosecution and defence of infringement actions and passing off, rectification / cancellation and invalidation proceedings, appeals from the various registries to the High Courts, domain name disputes, internet-related disputes and disputes relating to trade secrets

Commercial Transactions

• Advising on commercial transactions involving intellectual property rights including license agreements, franchise agreements, manufacturing / distribution agreements and assignments / transmissions, handling negotiations and preparing the necessary documentation

IP Audits

• Conduct audits to take an inventory of all intellectual property rights within an organisation, to catalogue the same and ensure all actions for adequate protection of the same have been taken

Partners

(Non-Contentious)



• Darren Kor Yit Meng

  +603-6209 8247
  [email protected]
  
  

• Amylia Soraya Aminuddin

  +603-6209 8225
  [email protected]
  
  

(Contentious Matters)



• Idza Hajar Ahmad Idzam

  +603-6209 8281
  [email protected]
  
  

Litigation

We have been ranked as one of the top-tier litigation firms by international publications due to the vast level of knowledge and experience of our practitioners.

We represent clients in the full spectrum of:

• Civil claims
• Commercial claims
• Corporate dispute claims

We have experience in the following areas of law:

• Securities and derivative actions
• Product liability
• Public and administrative law
• Media and defamation
• Insurance and coverage disputes
• Debt recovery, bankruptcy, insolvency and restructuring (including disputes involving Islamic Loan Agreements)
• Shareholder Disputes
• Land and tenancy disputes
• Environmental law
• Planning law

SELECTED AWARDS

• Asian-mena Counsel Firm of the Year for Litigation and Dispute Resolution 2013, 2014 – In-House Community

RANKING

• Asialaw Profiles 2024 – Recommended for Dispute Resolution
• Chambers Asia Pacific 2024 – Band 5 for Dispute Resolution
• Legal 500 Asia Pacific 2024 – Tier 3 for Dispute Resolution
• Benchmark Litigation Asia Pacific 2024 – Tier 3 for Commercial and Transactions and Recommended for White Collar Crime

SELECTED EXPERIENCE

• We acted for Tenaga Nasional Berhad in a claim initiated by Irham Niaga Sdn Bhd. The claim was premised on the lifting of the veil of incorporation and the circumstances which warrants the said veil of incorporation being lifted. In the Court of Appeal, extensive arguments were raised regarding the historical perspective as well as the current developments in respect of principles of lifting the corporate veil. Tenaga Nasional Berhad’s appeal against the decision of the High Court to lift its corporate veil was successful.
• We acted for Dream Property Sdn Bhd in the Court of Appeal and the Federal Court for a breach of a unique sale and purchase agreement. The appeal before the Federal Court involved novel questions of relief, which included discussion on the common law doctrine of unjust enrichment. The decision of Federal Court is a landmark decision laying down the approach of the courts of Malaysia vis-a-vis the application and adoption of the doctrine of unjust enrichment.
• We acted for the Regent of Kelantan where the youngest brother of the Regent of Kelantan sought to challenge the Regent of Kelantan’s powers under the Constitution of the State of Kelantan following the incapacity of the Sultan of Kelantan. The dispute concerned the right to succession to the throne of the State of Kelantan as provided for under the Constitution of the State of Kelantan. We were successful before the High Court of Malaya, Court of Appeal and finally at the Federal Court.

QUOTES

“The team were responsive and provided quick, accessible and comprehensive advice.” – Chambers Asia Pacific 2024




“The team works very well with us. They provide sound advice and are always there to assist us with our matters.” – Legal 500 Asia Pacific 2024




“Good teamwork, very easy to communicate with, and reliable. The team thinks strategically to safeguard the interests of the client.” – Legal 500 Asia Pacific 2024




“Good advice and strategy.” – Asialaw Profiles 2023




“Diverse disputes group, particularly adept at handling cross-border arbitrations in the construction and engineering sectors. Its wider general litigation practice includes shareholder, insurance and insolvency related cases, alongside public law, land and planning matters.” – Chambers Asia Pacific 2018: Dispute Resolution – Band 4




A client commends the team's dedication, reporting: "What I really admire about them is the diligence in their work." This source also highlights the team's "technical skills" as a key asset. – Chambers Asia Pacific 2018: Dispute Resolution – Band 4

Partners

• P. Jayasingam

  +603-6209 8260
  [email protected]
  
  

• Wong Keat Ching

  +603-6209 8270
  [email protected]
  
  

• Thavaselvi Pararajasingam

  +603-6209 8269
  [email protected]
  
  

• Idza Hajar Ahmad Idzam

  +603-6209 8281
  [email protected]
  
  

• Nan Muhammad Ridhwan Rosnan

  +603-6209 8278
  [email protected]
  
  

• Nur Syafinaz Vani

  +603-6209 8281
  [email protected]
  
  

Corporate/Mergers & Acquisitions

Leveraged on our extensive experience and understanding of the Malaysian market, business practices, laws and regulations, our Corporate/Mergers & Acquisitions practice group assists clients to mitigate risks by identifying and advising potential issues affecting a transaction and proposing practical solutions to address those issues to enable our clients to achieve their commercial goals.

We have assisted local and foreign companies, private equities, investors, investment banks and others to successfully execute and complete cross-border and domestic mergers, acquisitions, joint ventures, takeovers, restructuring and other corporate exercises in various industries such as insurance, banks and financial institutions, telecommunications, oil and gas, manufacturing, healthcare, real estate and education.

We have been involved in some of the most significant corporate transactions in Malaysia.

AREAS OF PRACTICE

Our areas of practice include:

• Mergers and acquisitions
• Acquisitions and divestments of shares
• Acquisitions and disposals of businesses and assets
• Foreign direct investment
• Joint venture and strategic alliance
• Private equity and venture capital
• Privatisations
• Takeovers (mandatory, voluntary and selective capital reduction)
• Management buyouts
• Due diligence
• Regulatory and licensing compliance
• Corporate governance

SELECTED AWARDS

• Mergers & Acquisitions Deal of the Year 2010 – IFN Awards 2010 – Islamic Finance News

RANKING

• Asialaw Profiles 2024 – Highly Recommended for Corporate/M&A
• Chambers Asia Pacific 2024 – Band 3 for Corporate/M&A
• Legal 500 Asia Pacific 2024 – Tier 3 for Corporate and M&A
• IFLR1000 2024 – Tier 3 for M&A

SELECTED EXPERIENCE

• Advised a Chinese company in its subscription of shares in a Malaysian company which owns real estate. Also advised the foreign company on the shareholders’ agreement
• Advised a Hong Kong bank in its acquisition of the entire issued and paid-up capital of a licensed bank in Malaysia
• Advised a foreign company in its acquisition of 49% shareholding in a Malaysian general life insurance company from a public listed company. Also advised on the shareholders’ agreement
• Advised a foreign company in its acquisition of shares in a Malaysian life insurance company and the mandatory general offer of the remaining shares not owned by the foreign company and persons acting in concert. Also advised the foreign company on the shareholders’ agreement
• Advised a public listed company in its disposal of all the equity shares in a Malaysian insurance company by way of a bid process
• Advised a foreign private equity in its acquisition of shares in a company which owns a private hospital. Also advised on the shareholders’ agreement
• Advised a foreign company in its proposed acquisition of an asset management company.
• Advised a foreign private equity in its acquisition of shares of a foreign corporation (which owns, among others, shares in Malaysian companies)
• Advised a foreign company in the disposal of all the shares of a foreign corporation (which owns shares in Malaysian companies)
• Advised a company in its disposal of its wholly owned subsidiary to a public listed company which consideration was settled by the issuance of shares by the public listed company
• Advised a Hong Kong listed foreign corporation in its mandatory general offer to acquire all the remaining shares of a public listed company not already owned by the foreign corporation and persons acting in concert
• Advised the single largest shareholder of a public listed company on a shareholders’ agreement with a private equity fund (which acquired shares in that public listed company) resulting in a mandatory general offer (“MGO”) being triggered. Advised the shareholder in the MGO
• Advised a few entities (foreign and local) in the general offer (whether mandatory, voluntary or by selective capital reduction)
• Advised a public listed company on its selective capital reduction and repayment exercise

QUOTES

"What makes the team unique is the level of hands-on attention you receive from every member of the team." – Legal 500 Asia Pacific 2024




"Prompt responses are put into simple terms for clients’ understanding." – Legal 500 Asia Pacific 2024




“A client lauds the firm's ‘outstanding legal advisers’, with particular regard for the team's empathetic approach. This source praises ‘their ability to put themselves in our shoes to understand the matters at hand’. Additional clients appreciate the team's extensive experience in the Malaysian market, commenting that they ‘know the local market and situation very well.’” – Chambers Asia Pacific 2018




“The ‘excellent and responsive’ team at ZUL RAFIQUE & partners provides ‘accurate and appropriate advice.’” – Legal 500 Asia Pacific 2018




“What struck me about them was how familiar they were with the regulatory and execution side of the deal and their professionalism and responsiveness – I was very impressed with their ability to move things along.” – quote from client published in Chambers Asia Pacific 2014




“Very responsive, attentive to details and deadlines.” – quote from client published in Chambers Asia Pacific 2012




“This top-notch team offers clients good turnaround times, practical solutions and in-depth industry knowledge.” – quote from client published in Chambers Asia Pacific 2011

Partners

• Jerry Ong Kok Wah

  +603-6209 8218
  [email protected]
  
  

• Cathryn FL Chay

  +603-6209 8316
  [email protected]
  
  

• David Lee Lai Huat

  +603-6209 8216
  [email protected]
  
  

• Chin Lit Fwu

  +603-6209 8222
  [email protected]
  
  

Oil & Gas

Our Oil & Gas practice provides a broad range of legal services to serve the needs of oil & gas companies, contractors, service companies, financial institutions, insurance companies and governmental bodies. The practice offers services in respect of the following:

• Investment in onshore/offshore oil & gas projects
• Upstream oil & gas, exploration, development and production contractual arrangements
• Oil & gas transportation system agreement / arrangement including Third Party Access and inter-pipeline arrangements
• LNG plant EPCC, operations and maintenance
• LNG export / import, sale & purchase agreement, swapping & trading
• Engineering, procurement, construction and commissioning of onshore and offshore oil & gas facilities contractual arrangement
• Abandonment/Decommissioning of onshore and offshore
• Joint venture, Production Sharing Contract, Risk Service Contract and contractual arrangement for the exploitation of oil & gas resources
• Joint development Arrangement of oil & gas resources in overlapping claims’ areas
• Health, safety and environmental legal issues in oil & gas operations
• Liaising with governmental bodies such as MOF, CIDB, and Port and State Authorities
• Research & Development arrangement in oil and gas
• Advisory on oil and gas regulatory regime in Malaysia
• Airport air traffic navigation & communication system contract, airport maintenance contract
• Water project
• Energy/Renewable Project
• Law/regulatory, Policy and economic study, formulation or review

RANKING

• Asialaw Profiles 2024 – Recommended for Energy
• Legal 500 Asia Pacific 2021 – Tier 3 for Projects and Energy

QUOTES

Well-reputed projects team, particularly known for its strength in project finance and acquisitions. Strong on oil and gas projects, including offshore energy, as well as possessing in-depth expertise in water and electricity issues. Has additional experience of infrastructure projects such as airports and bridges, especially in relation to construction contracts and concession agreements. – Chambers Asia Pacific 2018: Projects, Infrastructure & Energy – Band 3

Partner

• Datuk Lukman Sheriff Alias

  +603-6209 8213
  [email protected]
  
  

• Syed Haris Syed Yahya

  +603-6209 8213
  [email protected]