http://www.skrine.com/

 

Firm Profile

 

Banking & Finance (Litigation)

 

Overview

Skrine acts for major international and domestic financial institutions. Our litigation experience covers all aspects of banking and customer relationship ranging from routine re-covery and foreclosure proceedings to confidentiality and negligence.

Our Experience

 

• Acted for a leading Bank in an ongoing matter in which claims for fraud were brought against high ranking offic-ers for losses sustained from Islamic banking transac-tions of up to MYR760m. Advised on all aspects of the case including possible criminal investigations.

 

• Advised and acted in all 3 tiers of court proceedings for a commercial bank which involves a novel point of law in Malaysia concerning the priority of charges over assets.

 

• Advised and acted for major banks (both in Malaysia and Singapore) in loan agreement disputes.

 

• Represented a major bank in Malaysia in the High Court and Court of Appeal in a heavily contested case against a borrower for breach of loan facilities. The bank obtained an Order for Sale for a prime piece of land located at Ulu Kelang. Despite the Order for Sale, the borrower filed numerous suits and applications (including stay and in-junction) against the bank to delay and frustrate the auc-tion. This case is reported in the law journal (Perwira Affin Bank Bhd v. Tan Ah Tong [2003] 5 MLJ 193).

 

• Represented a foreign bank in the High Court case of Re: Chan Teik Huat; Ex-Parte:Oversea- Chinese Banking [2007] MLJU 446 which involved a novel issue of wheth-er the bank has failed to convert the Judgment sum (which is in foreign currency) into Ringgit Malaysia at the date of the issuance of the Bankruptcy Notice. The judg-ment debtor, dissatisfied with the High Court’s decision which was granted in favour of the bank, filed an appeal to the Court of Appeal. Recently, the Court of Appeal affirmed the High Court’s decision.

 

• Acted for a bank in an action involving fraudulent trans-actions using forged signatures. The High Court after full trial ordered the monies to be refunded to the bank.

 

• Acted for a bank which was sued by a developer for wrongful suspension of bringing loan facilities. The issues involved the entire duration of a construction project from the release of bridging loan to end-financing over a period of 16 years for 133 houses. The High Court in Lim Chee Holdings Sdn Bhd v RHB Bank Berhad [2002] 1 LNS 203 after full trial dismissed the developer’s claim and allowed the bank’s counterclaim. The Court of Appeal in Lim Chee Holdings Sdn Bhd v RHB Bank Berhad [2005] 6 MLJ 497 affirmed the High Court’s decision.

 

• Acted for a bank in contested civil and foreclosure pro-ceedings against a developer (Southern Bank Bhd v Are-na Flora Sdn Bhd & 2 Ors [2008] 1 LNS 212).

 

• Acting for major banks in numerous debt recovery ac-tions that generally include civil, foreclosure, execution, bankruptcy and winding up proceedings.

 

Banking & Finance (Transactions)

Overview

Skrine acts for major international and domestic financial institutions. Our services include acquisition finance, asset financing and leasing, corporate recovery and insolvency, Islamic finance, project and property finance, restructuring and work-outs and retail banking.

 

Our Experience

 

• Acting for a consortium of international financiers for the construction and development of an internationally renowned academic medical training facility in Kuala Lumpur.

 

• Acted as Malaysian counsel for the Employees Provident Fund Board of Malaysia in the GBP 405m syndicated loan facilities arranged by Standard Chartered Bank to finance the Spire Healthcare investment. The investment involved a GBP 700m (MYR 3.28bn) acquisition of 12 hospital properties belonging to the Spire Healthcare Group spread across Britain and the subsequent sale and leaseback of such properties.

 

• Acted for a leading local bank in a loan facility of MYR 56.62m to finance the acquisition of a piece of land measuring 48 acres for a proposed housing development in Semenyih, Selangor.

 

• Acted for a leading local bank in a MYR 100m loan facility to part finance the acquisition of a thirteen storey, 365 room hotel building with a gross area of 444,749 square feet and forty five units of commercial retail lots in the Oceanus Waterfront Mall, both located within the new commercial development known as the KK Waterfront Development in Kota Kinabalu, Sabah.

 

• Acted for one of the world’s largest manufacturers in respect of an MYR 800m loan from the Malaysian Ministry of Finance secured by a corporate guarantee for the purpose of the financing of a major project from start-up stage in Malaysia. Apart from drafting all the documents relating to the financing and security documentation of the Project, we advised on all regulatory approvals, corporate structures, land issues, construction contracts, foreign exchange, employment, intellectual property and customs and tax issues. In addition, we drafted the joint venture agreements, articles of association, advised on all technical assistance agreements, purchase of land agreements, employment contracts and management agreements for the client.

 

• Retained as Malaysian Counsel for the largest French company to be entirely dedicated to the photovoltaic field on a Renewable Energy (Solar) Project in Malaysia. Our scope of works includes structuring the investment /financing of the Project, drafting the EPC contracts and technical assistance agreements and power/utilities purchase agreements to develop and operate a solar power project in Malaysia.

 

• Acted for Hanwa Q-Cells Malaysia Sdn Bhd, one of the largest solar cell manufacturers in the world of solar cells, crystalline and thin film solar modules and turnkey photovoltaic systems on a project in which we advised on corporate regulatory issues, loan, financing and security documentation, on the purchase of the project land and on all related land issues, drafted and negotiated the turnkey contract between our client and the contractors on the development of the project land and on all supply and consultancy contracts necessary for the successful completion of the project including the supply of water and power, advised on all employment issues including the drafting of all standard contracts of employment and submissions for employment passes and on all intellectual property issues including assisting in the registration of IP rights and technical assistance agreements.

 

• Represented a foreign client on a gold mining project including providing advice on applicable laws and regulations in respect of gold mining in the State of Pahang, conducting the due diligence on gold mining tenements in the State of Pahang and on the Malaysian companies which hold the tenements or which operate the tenements, attending to the closing of the acquisition transaction and advised the client on the financing aspects of the transaction including the creation of security over the assets in Malaysia.

 

• Advised and acted for a UK (client) and a syndicate of 4 lenders (mutual clients) relating to the security provided by a Malaysian subsidiary of a borrower. The facilities were disbursed in 3 tranches amounting to USD 150m , Indian Rupee 3.2bn and CND 40m respectively.

 

• Advised and acted for U.S. Lenders in respect of security over shares in a Malaysian company to secure USD 55m pursuant to an Amended and Restated Credit Agreement and advising and acting for the second round of financing by U.S. Lenders.

 

• Acted for a leading Bank in respect of facilities totalling the sum of MYR 135m granted by the Bank to a leading hotel group for purposes of refinancing their existing facilities and to finance the cost of construction of a hotel new wing and jetty.

 

• Advised a major government-linked company in their procurement for the design, construction and operation of an international standards convention centre on a build, operate and transfer basis. We drafted the concession agreement for a period of 30 years and negotiated the terms of the contract with the selected concessionaire. In addition, we have represented the financier and prepared financing documentation in relation to a privatised road project undertaken by the concessionaire on a build operates and transfer principle.

 

• Advised an international client on a tender in respect of supply of locomotives to KTM Berhad and is currently advising on the financing aspects relating to such supply.

 

• Acted for a financier in respect of an investment in a forest reserve in Sabah, East Malaysia where in consideration of a certain sum to be paid in instalments over a period of years by the financier to a corporation (which has been appointed by the State of Sabah to undertake forest management in the Contract Area), that corporation passed on the rights to eco-products to the financier. The intention of the parties is to conserve and improve wildlife habitat and promote carbon sequestration and storage by means of reforestation, natural regeneration and other conservation management activities in the Contract Area. Part of the proceeds from the sale of the eco-products by the financier will be distributed to the corporation via a charitable trust (whose trustees are a trust corporation in Malaysia) so that such proceeds can be further invested into the project. Another company is to provide management services to the trust.

 

• In advising on the structure of the transaction we have addressed and worked with Pricewaterhouse Coopers on tax issues. Such issues include:

 

a) the tax residency of the financier, whether the investment by the financier would constitute carrying on a business in Malaysia.

 

(b) implications of tax residency of the trust if trustees are a Malaysian corporation incorporated in West Malaysia as opposed to a scenario where trustees are an offshore trust company incorporated in Labuan. It is envisaged that the trust will hold all income for supporting the conservation and management of the reserve, protecting biodiversity and carbon storage values in the reserve.

 

(c) possibility of obtaining tax exemption for the charitable trust pursuant to Section 44(6) of the Malaysian Income Tax Act 1967.

 

(d) tax implications of the Malaysian company which is intended to carry out management services to the trust.

 

In advising and drafting the documentation, the documents reviewed and amended by us include the agreement and establishment and operation of the fund, the charitable trust deed and the management agreement. We also reviewed the conservation management plan.

 

• Acted for an offshore fund in respect of the purchase of shares in a private limited company in Malaysia (Malaysian Company). The Malaysian Company is a party to a Reafforestation Concession Agreement with the State Government of Kelantan over an area of forest reserve in that state. The project was to harvest a certain species of trees and to ensure reafforestation of that species of trees. We also conducted a due diligence on the Malaysian Company and its business. In this transaction, we advised on the applicable Malaysian laws and drafted and negotiated the share sale agreement, joint venture agreement and the articles of association.

 

• Acted for an offshore fund investing in a Malaysian company which owns an oil palm plantation where the empty fruit bunches are used to generate fertilisers and the steam so generated are sold as CERs. In this transac-tion we advised on the applicable Malaysian laws and drafted and negotiated the share sale agreement, joint venture agreement, the articles of association, the shareholders loan agreement and security documentation.

 

Accolades And Awards

 

“This well-rounded team handles various banking and finance issues, and has been involved in a range of financing transactions for both local and international clients.” Chambers Asia 2013

 

“One of the old guard in Malaysia, Skrine has a long-standing reputation in the banking and finance sector. Offering a full service to clients from the banking, capital markets and Islamic finance industries, the team utilises its expertise on both domestic and international transactions.” Chambers Asia 2012

 

“We recommend the team for its responsiveness, good client service and overall value for money .” Chambers Asia 2011

 

“Skrine is a traditional powerhouse that gets a lot of international work,” says a peer. The firm is one of the few Malaysian firms that has built up a global brand and formed close relationships with inter-national firms and multinational corporates. International Financial Law Review, 2013

 

“Skrine remains a top choice for international clients, and has carved out a substantial reputation for itself in the banking area. Though nested in the corporate division of the firm’s organisation, the bank-ing team has been hailed by peers and clients as “formidable, and tough to beat.” International Financial Law Review, 2012

 

“The varied nature of Skrine’s referred mandates, “with a good spread of experts in different areas” according to a commercial banking client means that the firm is well-versed in large transactions involving international clients, often on both sides of the table.” International Financial Law Review, 2011

 

“Skrine’s knowledgeable team acts for a range of international and local clients in the financial and industrial sectors. ” Asia Pacific Legal 500 2012

 

“Skrine is still wedded principally to foreign international clients and cross-border deals. It continues to impress with its ‘strength in depth’, ‘industry knowledge’, ‘fast response times’ and ‘reasonable rates”. ” Asia Pacific Legal 500 2010/2011

 

Clients say the “overall level of service is excellent with 24/7 access to partners who have the highest acumen for business”. Asia Pacific Legal 500 2009/2010

 

“Skrine has been named by the UK based Who’s Who Legal as the Malaysian Law Firm of the Year 2008, 2009, 2010, 2011 & 2013.” Who’s Who Legal Awards