Corporate & Commercial

Corporate & Commercial

At Gan & Lee, we simplify corporate and commercial complexities. We help businesses navigate legal and regulatory challenges, structure deals, and build strong legal foundations for growth. Our advice is clear, practical and actionable, ensuring that every step you take is legally sound and commercially viable.

From start-ups to investment funds and established corporations, we cover the full spectrum of corporate and commercial matters, tailoring our advice to support your business goals.

What We Do

1. Mergers & Acquisitions (M&A)

We advise clients through every stage of an M&A transaction, from structuring to signing, and all the way to completion and post-completion integration. Our role is to simplify complexity, manage risks, and keep the deal moving. Our scope of work typically includes:

Deal Structuring

We structure transactions, whether by way of a share sale and purchase, an asset sale and purchase, a share subscription or investment, a merger, a business transfer, or a joint acquisition. Each structure is tailored to achieve commercial objectives while meeting regulatory requirements.

Due Diligence

We conduct thorough legal due diligence to identify regulatory issues, compliance gaps, contractual risks and potential liabilities. Beyond identifying issues, we assess their impact, propose practical solutions and assist in resolving them, whether through remediation steps such as regulatory regularisation or by securing indemnities. We take a commercial approach, focusing on managing risks effectively. Our goal is to resolve issues, not to kill the deal.

Drafting & Negotiation of Transaction Documents

We prepare and negotiate the full suite of transaction documents, including sale and purchase agreements, subscription agreements, investment agreements, disclosure letters, and ancillary documents. Our drafting balances legal and commercial risk allocation between the parties while ensuring our clients’ interests remain well protected.

Execution & Completion

We coordinate execution and advise on completion and share transfer process, including managing conditions precedent, preparing and reviewing completion documents, and overseeing deliverables and obligations to ensure a smooth completion.

Post-Completion Support

Our role continues after completion. We assist with post-completion integration, including preparing and reviewing employment agreements and internal policies, to help businesses transition and operate without disruption.

We act across a wide range of industries and transaction types, including share and asset deals, private equity and venture capital investments and cross-border M&As. Our experience spans sectors such as consumer goods, food and beverage, property development, media and software, technology, manufacturing, retail, and logistics and postal services.

2. Joint Ventures & Strategic Partnerships

Joint ventures can provide strategic access to new markets, enhance efficiency and drive growth, but only if they are structured with care. At Gan & Lee, we work closely with clients from the earliest planning stages to implementation. We focus on aligning interests, managing risks and putting in place clear frameworks so that partnerships operate smoothly and avoid future disputes.

Our scope of work typically includes:

JV & Partnership Structuring

We structure joint ventures and strategic partnerships through equity participation, contractual arrangements, or tailored structures. Each structure is tailored to fit commercial objectives while complying with applicable regulatory requirements.

Governance Framework & Risk Allocation

We advise on governance frameworks covering ownership and shareholding structures, decision-making processes and allocation of responsibilities. This includes shareholders’ or JV agreements, board composition, reserved matters, voting rights, and management roles. At the same time, we address risk allocation by ensuring contributions, obligations and safeguards are clearly set out, with appropriate deadlock mechanisms to prevent misalignment between the parties.

Drafting & Negotiation of Agreements

We prepare and negotiate joint venture agreements, shareholders’ agreements, collaboration and licensing agreements, and ancillary documents. Our drafting ensures clarity on rights, obligations and restrictions while balancing commercial flexibility with legal protection.

Deadlock & Exit Mechanisms

We build in practical safeguards for the future, including drag-along and tag-along rights, put/call options, IPO provisions, buy-sell arrangements, and other exit strategies. These mechanisms provide certainty and prevent stalemates from crippling the partnership.

Implementation & Ongoing Support

We assist with incorporation of JV vehicles, regulatory approvals, capital arrangements and licensing requirements to bring the venture into operation. We also provide ongoing advice on governance, compliance and dispute management, ensuring the partnership continues to operate effectively as it grows.

3. Commercial Agreements

We draft, review and negotiate a wide range of commercial agreements, including:

supply agreements
service agreements
distribution agreements
reseller agreements
franchising agreements
licensing agreements
agency agreements
partnership agreements
technology agreements
confidentiality and non-disclosure agreements
employment and contractor agreements
terms and conditions of trade

Our focus is on identifying and managing contractual risks while ensuring agreements are clear, enforceable and aligned with business objectives.

4. Corporate Governance, Compliance & Advisory

We advise clients on corporate governance and compliance matters, including constitutions, shareholders’ agreements, directors’ duties and regulatory requirements. We also assist in reviewing governance policies such as anti-bribery and anti-corruption, anti-money laundering, codes of conduct and personal data protection. Our aim is to help businesses meet regulatory standards and ensure accountability.

5. Business Set-Up in Malaysia

We assist local entrepreneurs and foreign investors with setting up businesses in Malaysia. Our work covers incorporation procedures, constitutions, regulatory approvals and sector-specific licensing requirements. We also advise on the appropriate business vehicle, including private limited companies (Sdn Bhd), partnerships, limited liability partnerships (LLP), branch offices and representative offices. We further advise on equity conditions, foreign participation requirements, and employment and immigration matters. Our aim is to help clients establish businesses on a sound legal foundation.