Service Lines
Three service lines. Each positioned on the transaction arc.
Our services map to where most transactions encounter difficulty — at structuring, at due diligence, and at completion. Engagements can cover one stage or the full arc.
Back to HomeOur Methodology
How we approach a transaction engagement.
Each engagement begins with a scope letter that defines exactly what we will do, what it will cost, and what falls outside the scope. We do not begin work — including preliminary advice — until the scope and terms are agreed in writing.
We issue a single, organised due diligence request list at the outset of each review engagement, rather than sending piecemeal requests over weeks. This compresses the due diligence period and allows the vendor or target to prepare its data room in an organised way.
On SPA engagements, we circulate an agreed framework term sheet before moving to first draft, which reduces the number of negotiation rounds on the document itself. Our drafts are plain, direct, and based on Malaysian law — we do not adapt offshore templates that create unnecessary complexity in the local regulatory context.
Quality Assurance
Every deliverable — term sheet, due diligence report, SPA, signing manual — is reviewed by a second principal before issue. We do not send first drafts as final deliverables.
Timeline Management
Each engagement has an agreed indicative timeline. We flag delays — whether caused by us or by other parties — and propose adjustments to keep the overall transaction on track.
Confidentiality
Transaction information is handled under a formal confidentiality protocol from first contact. Documents are maintained in access-controlled environments throughout the engagement.
Service 01
Transaction Structuring & Term Sheet Advisory
Pre-documentary support at the early thinking stage of a transaction. Structural alternatives are evaluated — share sale vs asset sale vs business transfer vs merger — alongside tax framing in coordination with your accountants, foreign shareholding considerations, MyCC threshold screening, and term sheet drafting or review. The objective is a short, well-reasoned term sheet that a counterparty can respond to without losing commercial intent in loose wording.
What This Engagement Covers
- Share sale vs asset sale vs merger structural analysis
- Tax framing memorandum in coordination with client accountants
- Foreign shareholding and Bumiputera equity considerations
- MyCC Competition Act 2010 merger-review threshold screening
- Preliminary term sheet drafting or review and mark-up
- Confidential deal process memorandum (multi-party transactions)
Typical Process
Initial briefing — transaction context, parties, commercial objectives
Structural alternatives memorandum delivered within 5 business days
Tax and regulatory screening with external advisers as needed
Term sheet drafted in agreed form, counterparty-ready
Service 02
Due Diligence & Transaction Document Drafting
Full execution-phase support. Legal due diligence covers corporate, contracts, disputes, employment, IP, real property, regulatory approvals, and data protection. We draft or negotiate the SPA or APA, prepare the disclosure letter, and manage ancillary documentation including non-compete arrangements, transitional services agreements, escrow terms, and warranty and indemnity insurance coordination. Board and shareholder approvals are managed as part of the engagement.
What This Engagement Covers
- Legal due diligence across 8 review areas with executive summary and risk heat-map
- Share Purchase Agreement or Asset Purchase Agreement drafting and negotiation
- Disclosure letter preparation with vendor-side support
- Non-compete, transitional services, escrow, and ancillary documents
- Warranty and indemnity insurance coordination
- Board and shareholder approval resolutions
- Organised signing manual for completion
Typical Process
Due diligence request list issued — single organised tranche
Data room review with findings tracked in real time
Due diligence report with risk heat-map issued before SPA negotiations open
SPA first draft based on agreed framework; negotiation rounds tracked
Signing manual prepared; completion logistics confirmed
Service 03
Completion, Integration & Post-Completion Support
Completion mechanics handled carefully, and the months immediately following managed methodically. Engagements cover completion meeting preparation, execution logistics, deposit and escrow management, completion accounts process coordination with your accountants, and working capital and net debt adjustment disputes where they arise. Post-completion: SSM filings, Bursa announcements where required, employment harmonisation, contract novation strategy, and warranty claim management.
What This Engagement Covers
- Completion meeting preparation and execution logistics
- Deposit and escrow release management
- Completion accounts process and working capital adjustments
- SSM filings and Company Secretary coordination (CCM Form)
- Bursa Malaysia disclosure announcements (listed parties)
- Employment harmonisation and contract novation strategy
- Warranty claim management within claim window
Typical Process
Completion checklist and logistics plan issued pre-completion
Completion meeting managed; all documents executed in order
Post-completion filing tracker issued within 48 hours of completion
SSM, Bursa, and regulatory filings completed and confirmed
Engagement closed with written confirmation of all obligations discharged
Comparison Matrix
Choosing the right engagement for your transaction stage.
Many clients engage us across all three service lines. Others come in at a specific stage. This matrix shows what each service line covers.
| Feature / Deliverable | Structuring & Term Sheet | Due Diligence & Documents | Completion & Post-Completion |
|---|---|---|---|
| Structural & Pre-Documentary | |||
| Structural alternatives analysis | — | — | |
| Term sheet drafting / review | — | — | |
| MyCC merger screening | — | — | |
| Due Diligence & Documentation | |||
| Legal due diligence (8 review areas) | — | — | |
| SPA / APA drafting and negotiation | — | — | |
| Disclosure letter preparation | — | — | |
| Ancillary documents (NCA, TSA, escrow) | — | — | |
| Completion & Post-Completion | |||
| Completion meeting and signing manual | — | ||
| SSM / Bursa post-completion filings | — | — | |
| Completion accounts coordination | — | — | |
| Contract novation and employment harmonisation | — | — | |
| Warranty claim management | — | — | |
| Fee (from) | RM 820 | RM 2,900 | RM 3,800 |
Fees are indicative starting points for standard-scope engagements. Final pricing is confirmed in the engagement scope letter.
Professional Standards
The framework within which all engagements are conducted.
Malaysian Law Practice
Advice and documents governed by Malaysian law, prepared in compliance with the Legal Profession Act 1976 and Bar Council Malaysia professional conduct rules.
PDPA-Compliant Data Handling
All client and counterparty data is handled under a documented protocol compliant with Malaysia's Personal Data Protection Act 2010, reviewed annually.
Fixed-Scope Billing
Engagements are billed against a defined written scope. No open-ended billing arrangements on fixed-deliverable work. Scope changes agreed before additional work begins.
Conflict Check Protocol
Each engagement is subject to a formal conflict check before instructions are accepted. Existing relationships with counterparties are declared before work commences.
Response Standards
One-business-day response to all client communications. Weekly status updates on active engagements. Direct access to the principal handling your matter.
Professional Indemnity Cover
All principals hold current practising certificates and maintain professional indemnity insurance as required under Malaysian legal practice regulation.
Not sure which service line fits your situation?
Tell us where you are in the transaction. We will tell you what engagement makes sense and what it will cost — before you commit to anything.