Corporate

Asia Pacific Legal 500 described how one international firm lauded Lee & Lee as being “the one local firm we would enter a JV with on the basis of the corporate team”. Clients were reported as “pleased to receive clear, unequivocal advice which we do not receive from other firms”.

Singapore is home to one of the largest concentrations of multinational corporations in the world and to numerous other businesses engaged in manufacturing, trade, management, information processing, consultancy and other services, supported by sophisticated financial and securities markets.

Lee & Lee’s corporate department provides a full range of corporate, commercial and finance legal services to businesses at every stage of their development.

Legal services in this area has to be constantly kept in line with increasing sophistication and demands of Singapore’s financial and securities markets. In such matters, we work closely with bankers, merchant bankers, brokers and the regulatory authorities to explore and create new financial instruments and refine existing ones to suit clients’ specific requirements. Lee & Lee’s associations and long established relationships with other reputable legal firms and contacts in the world have enabled the firm to keep in touch with legal developments in other financial markets and to provide a more cosmopolitan approach to clients’ needs.

The firm provides active legal support in cross-border transactions, especially those involving the neighbouring countries as well as those in the Pacific Rim. In response to keen investment interests in the People’s Republic of China, the firm has established a China practice manned by in-house legal counsel qualified in the People’s Republic of China.

Our areas of practice:

Corporate & Commercial

Overview

The corporate commercial team at Lee & Lee provides a comprehensive range of public and private corporate commercial legal services to a wide base of local and international clients coming from diverse industry sectors including financial institutions, world leading corporations as well as smaller and medium sized enterprises. In growing with our international client base, our corporate commercial team often works closely with reputable law firms in multiple jurisdictions to provide the necessary cross-border transactional advice that our clients require.

Lee & Lee is active in local and regional joint ventures, share and asset acquisitions and disposals, corporate re-organisations, privatisations, mergers, schemes of reconstruction and amalgamation, capital reductions, private placements and equity investments. We also advise corporations and private individuals on various investment structures as well as on the various modes of securities offerings, and generally on investments and divestments, of both assets and securities.

Our Work

Our expertise in corporate commercial legal work caters to an extensive range of corporate transactions, which includes the following:

  • E-business transactions including advice on regulatory and multi-jurisdictional issues
  • Shareholders’ and joint venture agreements for local and foreign parties
  • Private equity investments and venture capital work
  • Infrastructure projects including power plant, water supply and telecommunications projects
  • Comprehensive corporate secretarial services for private, public and publicly-listed companies
  • Incorporation services and setting up of branches of foreign companies
  • Debt restructuring and insolvency
  • Sales, distributorship and supply arrangements
  • Agency and partnership arrangements
  • Hotel management and technical assistance agreements
  • Employment and immigration matters, including stock options and other incentive schemes
  • Support services for commercial and corporate disputes
  • Due diligence
  • Sale and purchase of businesses and assets
  • Supply of goods and services – terms and conditions of trade, franchising, supply and distributorship arrangements, reseller arrangements, contracting and outsourcing
  • General commercial advice

Case Highlights

Some of the more notable and complex corporate transactions we have provided advice on include:

  1. Acting for the financing consortium for the approximately S$200 million Singapore Flyer project, a giant observation wheel attraction (akin to the London Eye).
  2. Acting in a joint venture to build a US$135 million to US$220 million bulk liquid terminal on one of the regional islands used for refinery purposes.
  3. Acting for a listed company on the Jakarta Stock Exchange, in its S$167 million joint venture to develop a 270 hectare township in Jakarta.
  4. Acting for various private equity funds and venture capital firms in numerous investments in Singapore companies and start-ups.
  5. Acting for certain interested bidders in Singapore’s proposed Integrated Resorts in Sentosa and Marina Bay.
  6. Acting for contractors to secure a S$1 billion aerospace defence contract.
  7. Acting for a worldwide media corporation in its licensing arrangements and sale of media products.
  8. Acting for the boards of various Singapore listed companies in minority shareholders’ disputes.
  9. Acting for educational institutions in joint venture with government authorities to establish world class tertiary institutions.

For further information, please contact:
Adrian Chan
Lun Chee Leong
Song Ruoh Jin
Chan Yu Meng
Francis Lim


Corporate Finance & Capital Markets

Overview

The corporate finance and capital markets team at Lee & Lee frequently advises on initial public offerings and listings of companies on the Singapore Exchange and specialised OTCs as well as dual listings on the Singapore Exchange and NASDAQ, as well as ASX. We also provide advice to our listed clients on continuing listing compliance, corporate disclosure and corporate governance prescribed under the Singapore Exchange Listing Manual and the Singapore Securities Industry Council’s Code on Take-overs and Mergers and also advise on various debt and equity-related fund raising exercises such as private placements and rights issues of shares and convertibles including bonds and warrants.

We also provide a comprehensive range of fund-related legal advice to both local and offshore investment funds, ranging from structuring, establishing, registering and marketing various types of investment funds, to regulatory compliance issues relating to fund management and financial advisory businesses in Singapore as well as the distribution of investment funds and collective investment schemes.

Our clients are both domestic and international, including investment banks, publicly traded and privately held corporations, investment professionals and investment funds from countries in Europe, Asia and the United States.

Our Work

Our broad experience enables us to respond to our clients’ needs when it comes to advising on a range of corporate finance and capital markets transactions, which include the following:

  • Equity and debt capital offerings in primary and secondary markets, including Asiadollar bonds, medium-term note programmes, commercial paper and certificates of deposit
  • Initial Public Offerings on the Singapore Exchange, including dual listings on the Singapore Exchange and NASDAQ, ASX and other exchanges
  • Pre-IPO and mezzanine financing
  • Asset securitisations and derivative transactions
  • ISDAs
  • Investment funds and collective investment schemes, including structuring, preparing and marketing
  • Mergers and Acquisitions
  • Take-Overs
  • Real Estate Investment Trusts
  • Business Trusts
  • Corporate restructurings
  • Share repurchases
  • Privatisations
  • Capital reductions and share buy-backs
  • Group re-organisations, changes of domicile, reductions of capital and members’ and creditors’ schemes of arrangement
  • Advising on all aspects of securities laws including securities regulations, stock exchange investigations, stock exchange practices, procedures, compliance issues and corporate governance

For further information, please contact:
Adrian Chan
Lun Chee Leong
Song Ruoh Jin
Chan Yu Meng
Michelle Tan


Mergers & Acquisitions

Overview

We are active in take-overs, mergers and acquisitions and advise regularly on the obligations imposed by the Companies Act, the Listing Manual of the Singapore Stock Exchange and the Singapore Code on Take-overs and Mergers. We also regularly advise public companies on schemes of arrangement and corporate reconstruction. The team is noted for having a commercial awareness of the clients’ business objectives and goals and is able to adopt practical measures and recommend practical solutions to achieve and accomplish the clients’ commercial objectives in an effective and efficient manner.

We have handled numerous M&A transactions, ranging in size from less than a few million dollars to one of the largest corporate deals in Singapore’s history with the competing cash and share takeover offers by DBS Group Holdings Ltd and United Overseas Bank Limited for Overseas Union Bank Limited, valuing OUB at approximately S$10.2 billion when the offers were announced. We acted for the target, OUB. In addition to handling acquisitions of private entities, we regularly negotiate acquisitions and disposals involving large, publicly traded companies. Our experience encompasses many industry groups and represents all categories of participants in acquisition and merger transactions, including buyers, sellers, major stockholders, lenders, financial advisors, management, special board committees, venture capitalists, individual investors, private equity funds, hedge funds and others.

Our Work

Our broad experience enables us to advise on a wide range of M&A transactions, including the following:

  • Take-overs and reverse take-overs of companies (hostile, contested and agreed), including asset injections and divestments
  • Mergers and schemes of arrangements for companies, including mergers of financial institutions
  • Acquisitions and divestments of companies, businesses and assets in domestic and cross-border transactions
  • Capital reorganizations, corporate restructurings, de-mergers, privatisations and de-listings
  • Legal risk management in varied forms including due diligence, warranties and price adjustment mechanisms

Some of the more notable and complex corporate transactions we have provided advice on include:

  1. Acting for the offeror in relation to its takeover offer to acquire all the shares in the capital of a Singapore listed company at an offer price of approximately S$168 million
  2. Acting for a foreign corporation in the sale of assets to a household supermarket brand name for approximately S$90 million
  3. Acting for judicial managers in the restructuring, reverse takeover transaction and eventual re-listing of a corporation on the Singapore Stock Exchange
  4. Advising a multinational bank who acted as financial adviser to a major corporation in respect of its offer to purchase a financial institution worth approximately S$711 million
  5. Advising a multinational bank who acted as advisers to a major iron and steel corporation in its purchase of strategic steel manufacturing operations for approximately S$486 million
  6. Advising in the reverse takeover and merger of the listed company at a value of approximately US$62 million
  7. Acting for a listed corporation in its acquisition of a prominent property and real estate company in Europe for consideration of approximately S$75 million
  8. Acting for a listed corporation in its acquisition of major retail and serviced properties for approximately S$345 million

For further information, please contact:
Adrian Chan


China Practice

Overview

Our China Practice Group was set up in 1994 in response to the growing demand for legal services related to China. Its practice areas cover a broad range of cross-border transactions in China-related businesses, including Mergers & Acquisitions (including corporate restructuring and Pre-IPO arrangements), Initial Public Offerings (IPO), foreign direct investments (FDI), corporate financing, banking, conveyancing and dispute settlement.

We are well updated on the fast paced developments of PRC laws and foreign investment trends, and are capable of providing a full range of legal advice to clients, whether or not these relate to foreign investment in China, Chinese companies seeking an IPO on the Singapore Exchange or the outbound investments made by Chinese enterprises in Singapore. Our clients are from various industries and trades, and many of them are major Singapore and international corporations, as well as government-linked companies from Singapore and the PRC, coming from different industries and trades such as petroleum, oil and gas exploration, mining, medical and biomedical, hospital, telecom, toll road, power plant, hotel management, F&B, financial services, environmental protection, water process, manufacturing, and property development. Our China Practice Group’s services also include preparation of documentation in both Mandarin and English. In advising clients on various PRC law issues and concerns, we keep close contacts with local PRC counsel to better cater to clients’ particular needs.

Our Work

We set out below a sampling of our casework:

  • Advising numerous listed and/or government-linked corporations in Singapore as well as other foreign companies on their investments in China, including mergers & acquisitions of Chinese companies (equity and/or assets) and setting up wholly-owned foreign enterprises and Sino-foreign joint ventures
  • Advising Chinese companies on their listing on the Singapore stock exchange through IPO or Reverse Take Over (RTO)
  • Advising Chinese companies on their overseas fund-raising activities with private equity fund companies in Singapore
  • Advising Chinese companies on their outbound investments made into Singapore
  • Negotiating and drafting agreements and documents relating to joint ventures, mergers & acquisitions, commercial contracts, legal due diligence, corporate restructuring and other corporate activities
  • Advising on bilateral loan transactions and syndicated loan transactions
  • Advising and drafting agreements relating to securities, including asset mortgage agreements, share pledge agreements and other securities documents
  • Advising on real estate transactions relating to properties and developments in China
  • Advising on settlement of disputes including litigation and arbitration in China

Case Highlights

Some of our more notable works relating to China businesses in which our China Practice Group has been involved include:

  1. Investment of US$20 million by a Singapore listed Company in a Chinese company in Liaoning province, China engaged in the manufacture and sales of environmentally friendly construction products and decoration materials;
  2. Acquisition of a 50% stake in a Chinese company in Shandong province, China by a Singapore listed company with a transaction of approximately US$63 million;
  3. Acquisition of a 100% stake in a Chinese company in Beijing, China by a Singapore listed company with a transaction of approximately S$60 million;
  4. Negotiating and preparing the cooperation agreement entered into between a Chinese company (one of the largest steel companies in the world), and an Indonesian company engaged in the mining business in respect of their cooperation to explore a piece of land of approximately 22,000,000,000 square meters in Indonesia and develop mining resources;
  5. Investment by a Malaysian government-linked investment company in a Chinese company in Beijing PRC, with an investment amount estimated to be more than US$100 million;
  6. Investment of S$10 million by Singapore investors in a Chinese company in Guangdong province, China

For further information, please contact:
Chen Yan (+65 6557 4806 or chenyan@leenlee.com.sg)
Helen Li (+65 6557 4808 or helenli@leenlee.com.sg)


Myanmar Practice

Overview

Our Myanmar Practice Group comprises an experienced team of lawyers who have acted in a wide range of different sectors in Myanmar. We work closely with our legal associates in Myanmar to provide one-stop legal services to onshore and offshore clients, as well as with other professionals such as tax and regulatory advisors. Our in-depth local experience and knowledge enable us to provide you practical and valuable guidance and business-orientated legal advice, from the initial structuring of any investment or project, all the way to successful completion.

Our Work

Some of the sectors and major projects that we have been involved in include:

  • Acting for and advising a prominent Myanmar conglomerate in a planned S$70 million reverse takeover of a company listed on the Singapore stock exchange, involving the acquisition by the listed company of one of the largest petrol kiosk networks in Myanmar
  • Acting for and advising a Singapore corporation in a joint venture with a Myanmar partner in the leasing of land in Naypyidaw for the construction and operation of a hotel
  • Acting for and advising a Singapore listed company in relation to the acquisition of an interest in a foreign investment company in Myanmar relating to the development of a major residential, retail, hospitality and commercial project in downtown Yangon
  • Acting for and advising a Singapore listed company in relation to the acquisition of interests relating to agricultural and other service industries in Myanmar
  • Advising a Singapore property developer in relation to various joint ventures in Myanmar for residential developments
  • Acting for and advising a Singapore listed company in relation to the acquisition of interests relating to the development of residential projects in Yangon

For further information, please contact:
Adrian Chan
Chan Yu Meng


Employment

Overview

Our firm’s employment practice, comprising partners with a wealth of experience across a broad spectrum of employment law related matters, is well equipped to handle this complex and multi-disciplinary area of law. As a full-service firm, we have extensive experience, ranging from preparing documentation like drafting of employment contracts, managing tricky situations like terminating employees to handling multi-million dollar disputes involving former employees.

The practice assists and represents clients in a diverse range of employment related issues, including:

  • Employment-related disputes like claims for workmen’s compensation, breach of employment agreements, breach of fiduciary duties and unfair dismissal
  • Crafting, advising and enforcing provisions such as restraint of trade, non-compete and confidentiality provisions
  • Crafting employment contracts, manuals and staff policies for employees across multiple levels, including foreign employees
  • Advising employers, employees and ex-employees on their rights and obligations
  • Advising HR Departments on data protection issues, crafting data protection policies and conducting seminars to senior HR officers on data protection compliance

Given the wide-ranging nature of our work, we are honoured to work with many established multinational companies as well as local small and medium sized enterprises (SMEs) looking to establish a foothold in the market, and laypersons with employment-related legal queries.

Our recent work includes:

  • Defending the Chief Financial Officer of a MNC at the High Court against a multimillion dollar claim involving breaches of fiduciary duty
  • Representing an MNC in their action at the High Court against a few of its ex-employees claiming breaches of their employment contracts and copyright infringement
  • Advising an employer on its options vis-à-vis an employee who was subject to a bond agreement but had been absent from work
  • Advising a leading group of companies in the health and wellness industry on a wide range of employment-related legal issues, including the drafting of employment contracts and staff policies, and breach of employment agreements
  • Representing a leading equipment supplier to the media industry at the High Court against an ex-employee for breaches of fiduciary duty, which involved complex issues relating to computer forensics and electronic discovery
  • Representing a leading offshore oil and gas equipment manufacturer at the High Court against an ex-employee for breach of confidential information and copyright infringement
  • Reviewing, drafting and commenting on employment agreements, handbooks, policies and other related employment documentation for numerous employers
  • Advising on various anti-competition / non-solicitation clauses and/or disputes between employers, prospective employers and employees
  • Advising numerous employers in relation to employment termination and/or retrenchment exercises
  • Advising and assisting numerous clients with transfer of employees and employment passes upon a business sale or business restructure
  • Advising on employment regulatory regime in Singapore, including issues under Singapore’s Employment Act, the maternity protection regime and Central Provident Fund contributions
  • Advising employers on data protection and privacy issues in the Singapore context
 

Contact Partners

For further information on non-contentious employment matters, please contact:
Francis Lim

Contact Partners

For further information, please contact:
Adrian Chan