Jane is a Partner with the Competition & Corporate Practice Group of Christopher & Lee Ong.
Jane was called to the Malaysian Bar in 2012. Prior to joining the firm, she was a dispute resolution associate in a reputable firm handling civil and corporate litigation matters. She made a transition to competition and corporate practice when she joined Christopher & Lee Ong in 2015.
She now primarily advises on the Competition Act 2010 and her expertise covers all aspects of competition laws – cartels, vertical restraints, abusive conduct and merger controls.
She has assisted and defended companies against investigations and dawn raids conducted by the Malaysia Competition Commission (MyCC) and acted for companies in appeals and judicial reviews before the Competition Appeal Tribunal (CAT) and the Malaysian Courts. She has also represented clients in negotiating settlements with MyCC and assisted clients in merger filings in the aviation and telecommunication sectors.
She has advised clients who come from diverse sectors and has also advised on competition law aspects of various M&A transactions including acting as competition law counsel in M&A exercises by providing advice and assistance on every aspect of Malaysia competition law from advising on the setting up of clean teams, gun jumping protocols, to attending competitor companies’ pre-integration meetings. She also carries out due diligence from a competition law perspective which involves reviewing and auditing of relevant agreements and interviewing key personnel of the seller, and subsequently preparing due diligence report. She also regularly conducts competition law trainings and competition audits and has acted for various companies in their compliance programs.
Aside from competition law practice, Jane is also involved in M&A corporate exercises and she also advises and assists clients in the regulatory areas including on general corporate commercial, consumer protection, employment and restrictive practices.
EXPERIENCE
Competition Law
Investigations by MyCC
- Acting as competition law counsel for a client in the poultry feed industry in its appeal to the Competition Appeal Tribunal (CAT) against the Malaysia Competition Commission’s (MyCC) final infringement decision for alleged price-fixing activities. Also acting for the client at the CAT in their application for stay of MyCC’s final infringement decision and the directions which have been issued by MyCC.
- Acted as competition law counsel for two (2) insurance companies in Malaysia on the highly publicised investigation brought by MyCC against the General Insurance Association of Malaysia (PIAM), the national trade association of all licensed direct and reinsurance companies for general insurance in Malaysia, and its 22 members. The CAT overturned MyCC’s infringement decision. MyCC then filed an application for leave to apply for judicial review at the Hight Court. The High Court disallowed MyCC’s application for leave. MyCC subsequently filed an appeal to the Court of Appeal. Representing the clients in MyCC’s appeal to the Court of Appeal.
- Acted as competition law counsel for an institution in an investigation by MyCC from the point of receipt of investigation notice from MyCC, to accompanying the institution’s senior management in interviews with MyCC to proposing settlement with MyCC.
- Acted for a global beverage company on the successful representation of the first ever reported Malaysian decision in respect of vertical agreements involving price restrictions / resale price maintenance. This representation was named the Behavioural Matter of the Year in the Asia-Pacific, Middle East and Africa by the Global Competition Review (GCR) Awards 2020. Our role involved representing and advising the company, from the commencement of MyCC’s investigation, which includes, (i) assisting during a dawn raid conducted by MyCC at the company’s offices; (ii) representing the company throughout the information and document gathering stage of the investigation by MyCC; and (iii) rendering assistance in preparing responses to various rounds of clarifications. A finding of non-infringement was subsequently issued to the company.
- Acted for a financial services institution in an investigation by MyCC. We represented the client during the information and document gathering stage of the investigation by MyCC, accompanied its senior management in the interviews with MyCC to propose a settlement with MyCC and rendered assistance in preparing responses to clarifications on behalf of the client. MyCC has closed its investigation against our client.
- Assisted a distributor of product who was under investigation by MyCC for potential violation of the Competition Act 2010 possibly for abuse of dominance during the information and document gathering stage of MyCC’s investigation as well as advising on the risks associated with potential infringement findings by MyCC.
- Acted as competition law counsel in an investigation by MyCC in the online digital platform industry. A finding of non-infringement was subsequently issued to the company.
- Acted as competition law counsel in an investigation by MyCC in the port and container depot sector.
- Acting as competition law counsel in an investigation by MyCC in the logistic sector.
- Acting as competition law counsel for companies in an investigation by MyCC for alleged bid rigging activities in relation to government tenders.
Mergers & Acquisitions
- Acted as competition counsel for a telecommunications company in Malaysia (listed on the Malaysian Stock Exchange) in respect of the merger parties’ merger control filing to the Malaysian Communications and Multimedia Commission (MCMC), which involves advising on the setting up of clean teams, advising on the drafting of deal documentation to optimising the merger parties’ position in relation to competition risk, preparing responses to MCMC’s requests for information, advising on application to MCMC for merger assessment, drafting and submitting merger application to MCMC, attending meetings with MCMC, advising on gun jumping and integration issues and etc.
- Acted as competition counsel in respect of a merger filing to the Malaysian Aviation Commission (MAVCOM) which involved advising on the drafting of deal documentation to optimise parties’ position in relation to competition risk, drafting questionnaires for the merger parties to respond to, conducting substantive assessment to evaluate the likelihood of merger clearance from MAVCOM and coordinating and preparing all required merger notification documents to maximise timelines and efficiency in getting through the regulatory process.
- Advised an international specialist insurance and reinsurance broker company regarding the acquisition of two reinsurance companies in Malaysia and carried out competition due diligence on these reinsurance companies.
- Acted as competition law counsel for a Malaysian public listed company in its acquisition of a competitor Malaysian company (as part of a global merger between 2 competing companies in the cement industry) by providing advice and assistance on every aspect of Malaysia competition law from advising on the setting up of clean teams, to attending competitor companies’ pre-integration meetings and redacting commercially sensitive information from reports.
- Carried out due diligence from a competition law perspective on a IT management consultancy company, which involved reviewing and auditing of relevant agreements and interviewing key personnel of the seller. Subsequently, a due diligence report was prepared.
- Advised client on queries with regards to notification of establishment of a JV to the MCMC under its voluntary merger control regime. Addressed matters pertaining to the types of JV which fall under MCMC’s merger control regime and matters pertaining to the assessment of dominance by MCMC as well as the application of the substantial lessening of competition test.
- Advised a private equity company on the sale of a safety training and consultancy services company in Malaysia and carried out competition due diligence on the company. Also advised and provided legal insight on the many aspects of competition risks that may arise in the business model of the safety training and consultancy services company as well as on the antitrust policy of the company.
- Acted for a ride-hailing company as competition counsel in a divestment of its Malaysian business.
Advisory
- Advised a telecommunication service provider on competition concerns arising from proposed market sharing arrangements as well as bundling, exclusive dealing concerns, and rendered legal advisory on non-solicitation clauses.
- Advised a global automotive component manufacturer on the factors that should be considered with regard to leniency applications to MyCC and whether or not an application to MyCC for leniency should be made taking into account possible leniency applications in other foreign jurisdictions.
- Represented client and facilitated engagement of client with MyCC as well as other regulators with regards to competition considerations of client’s business. Advised on strategy with regards to client engagement with MyCC as well as other regulators. Assisted the client in preparing materials / arguments in favour of the client’s business model which would assist MyCC in understanding the client’s business model and understand the pro-competitive benefits of the client’s business model.
- Advised the client with regards to a bundling and discount scheme and the competition law risks associated with such a sales model. Also advised on the legality of such a sales model with regards to the antitrust enforcement approach in Malaysia.
- Advised a global spirits company with regard to parallel import restrictions and incentive schemes which the company was considering to implement.
- Acted as legal counsel for a network provider in the telecommunications industry – advising them from a competition law perspective with regards to participation in an open, fair and equal tender for access in obtaining wholesale 5G network services and etc.
- Advised a global mining company on its proposed procurement models for its joint development cooperation with its business partners which may potentially involve the exchange of commercially sensitive information between competitors. Reviewed the client’s information sharing protocol to ensure compliance with the Malaysian Competition Act 2010.
- Advised from competition perspective in respect of payment solutions provider’s services that will facilitate cross-border C2C, B2B, B2C, and account-to-account fund transfers.
- Advised an airport management service provider, from competition law perspective, with regards to its tenancy agreement with a key tenant.
- Advised one of the largest communications service providers in Malaysia on competition concerns arising from its proposed new arrangement with a leading satellite pay-TV provider in Malaysia.
- Advised a company on its proposed supply agreement with an oil and gas company, the applicability of the Competition Act 2010 to the proposed arrangement, the consequences of infringements, possible relief or exemptions and solutions to address competition concerns highlighted.
- Acted as the Malaysian counsel to a toy producer in relation to its proposed refusal to supply selected products and the proposed application of different conditions to equivalent transactions with other trading parties.
- Advised a MNC consumer goods manufacturer on its arrangements with wholesalers, distributors and retailers on resale pricing, shelf space allocation and growth rebates.
- Advised a global sportswear company on the legalities of a dispute arising from an authorised distributor taking control of its’ stores, and potential breaches of the distributor agreement and anti-competitive conduct.
- Acted as lead counsel to an established global pharmaceutical manufacturer and supplier and provided competition advice on client’s regional distribution arrangements across several southeast Asian countries.
- Advised a social media platform in relation to their pricing arrangements and the competition implications of such arrangements.
- Advised a healthcare company on the competition law implications of including certain clauses in their joint venture agreement with another business entity.
- Advised the client on competition issues surrounding the conduct of its competitors and the viability of regulator engagement with regards to competition issues. Addressed issues in relation to discriminatory access restrictions / refusal to supply and its impact on competition in the relevant market as well as the further actions which our client could take to address this matter.
- Advised a global car manufacturer with regard to exclusive dealing arrangements with third-party after-sales service providers. Advised on the legality of such a business model as well as the risks and efficiencies that could accrue from such an exclusive dealing arrangement.
- Advised a company on the compliance with the Competition Act 2010 of its practice of information sharing with its competitors via an industry trade association.
- Advised a concessionaire on its proposed collaboration with its competitors not only on the potential competition issues arising from the collaboration but also on its meeting and information exchange protocols.
- Advised a construction product manufacturer from a competition law perspective in respect of its proposed collaborations with its competitors including product swap arrangements and forming of a joint venture in the construction product manufacturing market.
- Advised a technology services MNC in reviewing and amending its agency and intermediary agreements for compliance and enforceability under Malaysian laws including whether any competition law issues arose from the covenants proposed to be imposed on its agents and intermediaries.
- Advised 2 financial institutions with regards to a non-compete arrangement.
- Advised a video-on-demand and OTT video streaming provider on pricing restrictions.
- Advised an energy distributor following the liberalisation of laws and implementation of third-party access in this sector.
- Seconded to a Fortune 500 global oil and gas company for a year to assist and advise on all matters from competition law perspective, including but not limited to, (i) preparation of and conducting competition law training for the company’s internal stakeholders, specifically the entire group legal team of up to 100 personnel; (ii) review of the company’s contracts with counterparties and various proposed joint venture arrangements and M&A transactions for merger notifications; (iii) drafting of new competition law compliance protocols on meetings and M&A transactions; (iv) assisting on the company’s legal audit on its group compliance framework and a thorough gap analysis on its competition law policies to highlight internal and external risk factors; (v) rendering competition related advices and etc.
- Advised digital platforms on their potential anti-competitive proposed arrangements with vendors.
- Advised an industry trade association on the compliance with the Competition Act 2010 of an industry guide to be adopted by the members of the industry trade associations in the financial services sector.
- Acted as the legal counsel for a financial institution on competition law matters related to a proposed arrangement involving exclusivity and single branding.
- Acted as Malaysian counsel in advising on the competition law perspective in respect of client’s proposed distribution models and subscription arrangements, factoring in the application of the Communications and Multimedia Act 1998 and the Competition Act 2010.
- Advised a power tool manufacturing company on competition law aspects with regards to price list, product promotional prices and listing of selected dealers on website.
- Advised a shareholder of a joint venture company, which provides FinTech services in Malaysia, on the competition aspects and contractual restrictions in a joint venture agreement.
- Advised a company involved in the global supply chain industry on its proposal to set up a joint venture company which may have a substantial market share in the industry.
- Advised a Malaysian public listed media entertainment provider on the anti-competition provisions under the Communications and Multimedia Act 1998.
- Assisted in advising a subsidiary of an MNC in the divestment of its general insurance business and subsequent collaboration with the acquirer.
- Advised companies in wide ranging sectors including content aggregators, airlines, telecommunication, banks, insurance, pharmaceutical, chemicals and FMCG sectors, cement, manufacturing, automotive, construction, oil and gas, steel, credit reporting, energy, logistics, aviation, property development, trading and retailing sectors, many of whom are MNCs and Malaysian public listed companies, on a wide range of competition law matters including on exchange of information between competitors, tender activities, abuse of dominance and review of distribution and other vertical agreements.
Compliance Audit / Training
- Acted as Malaysian counsel in conducting comprehensive review of a steel manufacturing company’s business operations to identify whether existing practices are in line with competition law “best practices”.
- Acted for a concessionaire in revising its existing competition policy to ensure that its compliance policy is up to date and effective, where virtual meetings were held with the concessionaire to understand the issues impacting its business to ensure that the policy reviewed was thoroughly thought through and customized.
- Conducted a competition law audit of the different business units of a reputable Malaysian property developer company and advised on key areas that would be subjected to anti-competitiveness and suggested solutions thereto.
- Conducted competition law audit on a trade association and assisted in rolling out its competition law meeting protocols, terms of reference, etc.
- Advised a multinational engineering company on its annual compliance programme for its business in Malaysia, including on its annual compliance questionnaires relating to compliance issues on corporate matters, environmental issues, commercial, regulatory, licensing, transportation, and competition.
- Acted for various companies including a Malaysian financial institution in their competition law compliance manuals.
- Conducted competition law compliance trainings for corporations in various sectors including but not limited to car manufacturing, industrial coatings, paper manufacturing, highway concessionaire, steel manufacturing, banking, oil and gas, home improvement and etc.
Market Review and Dawn raids
- Advised and represented MNC consumer goods manufacturers in providing feedback to MyCC on MyCC’s draft market review report on the wholesale and retail service market for selected products.
- Represented and assisted a MNC consumer goods manufacturer during a MyCC dawn raid.
- Nominated counsel for several different companies to call if there is a MyCC raid.
General Corporate Commercial and M&A
- Assisted on several legal due diligence exercises in electronics industry, logistics industry and others.
- Assisted a global healthcare company with all its corporate commercial related matters including drafting of supply and distribution agreements, quality agreements, warehousing agreements, donation agreements, master services agreements and etc., and assisted the company on dealing with complaints.
- Advised Malaysian and foreign companies on legal and compliance issues applicable to the specific industry, including the applicable regulatory guidelines, policies and legal requirements in Malaysia.
- Assisted on applications and renewal of licences and/or approvals including approval for representative office in Malaysia.
- Advised on general employment and corporate commercial related matters.
- Advised on trade description and consumer protection related matters.
MEMBERSHIPS / DIRECTORSHIPS
- Member, Malaysian Bar
- Member, Honourable Society of Lincoln’s Inn
