Corporate and M&A in Sri Lanka

D. L. & F. De Saram

D. L. & F. De Saram has a first-class team that is experienced in both domestic and cross-border M&As, as well as capital market transactions and infrastructure projects. The firm receives a steady flow of referrals from major international law firms to act as local counsel on key deals. The group is well-placed to advise on a vast array of matters relating to foreign investment, regulatory compliance, competition and antitrust as well as restructurings, insolvency and taxation. Senior partner Savantha De Saram co-heads the team with Aloka Nandasena. Associate Hansi Abayaratne also receives plaudits for her transactional experience.

Other key lawyers:

Hansi Abayaratne

Key clients

Odakyu Group

HCL Technologies Limited, India

Ellerston Capital Limited

UCP Group

Hexapol AB

Insearch Limited

HPL Properties (West Asia) Pte Ltd

John Wiley & Sons, Inc

Work highlights

  • Advised its client on the joint venture between the Odakyu Group and TAD Group (a multifaceted conglomerate in Sri Lanka) for a hotel development project with an approximate deal value of $4.6bn.
  • Advising its client on the operations of the local subsidiary i.e. Wiley Global Technology (Private) Limited which has been established with the approval of the Board of Investment of Sri Lanka to set up and operate a tech centre.
  • Advised its client on a project to develop software and provide IT related services for the export market with the approval of the Board of Investment of Sri Lanka with an anticipated investment of $10.25m.

Julius & Creasy

Julius & Creasy has an excellent team that handles the full array of corporate and M&A work from acting as local counsel for the issuers and lead managers on bond issues through  to advising a sizeable number of leading global telecommunications and social media companies on local regulatory compliance matters. It also garners praise for its work in other areas such as advising on data privacy issues on cross-border transactions and carrying out compliance checks on listed companies. Other strengths include advising on the restructuring of large conglomerates. In addition it has a specialist insurance law team that frequently advises on transactions involving insurance and reinsurance companies. Amila Fernando and Anandhiy Gunawardhana head the department.

Other key lawyers:

Shane Silva

Testimonials

‘The team was very helpful in providing advice on Sri Lankan laws and regulations. We were able to close the deal properly, despite all the hiccups, given all the proper recommendations provided by Julius & Creasy‘.

It is very responsive and detail-orientated‘.

 

 

Key clients

Hutchison Telecommunications Lanka (Private) Limited

C M Holdings PLC

Zilingo Pte Ltd

International Distillers Limited

Deloitte Consulting Overseas Projects LLC

LeapFrog Investments

Sri Lankan Airlines Limited

Architectural Interiors (Export) (Private) Limited

Balapitiya Investments (Private) Limited

Publicis Groupe Holdings B.V.

Synteract, Inc.

Work highlights

  • Assisted Publicis Groupe Holdings B.V. in the acquisition of shares in Solutions Group (Private) Limited from several shareholders.
  • Advised Sri Lankan Airlines Limited on the issue of new bonds and the repayment of previously issued bonds.
  • Advised Synteract, Inc on the various ways to establish a legal presence in Sri Lanka and on foreign exchange regulations.

Nithya Partners

Nithya Partners has a skilled and versatile team that acts for an impressive range of clients including some of the largest corporates in the country as well as a sizeable number of market intermediaries. Arittha R Wikramanayake is a known name particularly for his expertise in capital market matters while Nirusha Ranjitkumar Ratnatunga has significant experience of a broad range of financial transactions such as private placements and IPOs. The team is also well-regarded for its work with clients on foreign direct investment as well as exchange control matters and frequently advises on corporate governance and on various compliance requirements. Other clients include SMEs and start-up companies.

Testimonials

‘I have worked with almost all the major legal firms in Sri Lanka. Nithya Partners is differentiated due to its 1) ability to take a commercial view; 2) extensive breadth of knowledge within the team; 3) accessibility; and 4) ability to work under tight timelines‘.

Arittha Wickramanayake – he’s an effective negotiator and takes a commercial rather than a strictly technical view. He’s also accessible and can work under a tight timeline‘.

Nirusha Ranjitkumar – she is a practical, commercially-oriented lawyer, who goes out of her way to get the job done for her clients‘.

Very swift and handles problems better than other firms‘.

Arittha – solves problems in a practical manner without exciting the client too much’.

‘The team is exceptional and well rounded in every facet. The team has key insights that is not matched by any of the other legal team I have worked with‘.

‘Dr. Aritha Wicramanayake : Excellent legal mind. I probably can call him a visionary and is able to quickly assess a situation and present a variety of options and scenarios even when we are at consultations with other senior lawyers. He is very respected among the top commercial circles in the country and is often called upon to be a main speaker at various top business forums, governmental and legal seminars and lectures‘.

 

Key clients

CIC Holdings Plc

Sierra Holdings Ltd

John Keells Holdings Plc

AIA Insurance PLC

Morison PLC

Chemanex PLC

Sampath Bank PLC

Hemas Holdings PLC

Union Bank Plc

HNB Finance Limited

Aavishkaar Frontier Fund

Ironwood Holdings Limited

Tempest P.E

BOV Capital Ltd

Akbar Brother Limited

JAT Holdings Ltd

SLINTEC Limited

Work highlights

  • Advised and represented Ideal Finance Ltd in securing an investment / subscription of shares from Mahindra and Mahindra Financial Services (India) worth over 2bn Rupees.
  • Advised and represented AIA Insurance Lanka Plc in successfully obtaining a delisting from the Colombo Stock Exchange.
  • Advised and represented HNB Finance Ltd in obtaining a listing on the Colombo Stock Exchange- the listing was the first listing on the Colombo Stock Exchange in eighteen months.

Sudath Perera Associates

Sudath Perera Associates specialises in advising on inward foreign direct investments, public-private partnerships, mergers and acquisitions as well as regulatory matters and corporate restructurings. The team has been busy advising on a variety of infrastructure and energy projects and regularly acts as local counsel on major international deals. The practice is also noted for its skill at assisting Sri Lankan companies on their international expansion through the experience of the head of department Dushyantha Perera. Perera is recognised for his cross-border corporate and commercial work.

Practice head(s):

Dushyantha Perera

Testimonials

The firm provides a  full range of services with equal proficiency and expertise which makes it the perfect place for all ancillary issues arising out of Corporate/M&A work‘.

Dushyantha Perera is the partner in the firm who we normally work with and the ease of availability and the solution oriented approach certainly sets him apart from others‘.

Great leadership and took a customised approach to designing the solutions we required‘.

Attentive. Detailed-oriented and focused‘.

 

Key clients

People’s Merchant Finance PLC

Navara Capital Ltd

Bolton Remote Pte Ltd

Rofa Bekleidungswerk GmbH & Co. KG

Spectrum AudioVisual Pte. Ltd. (Singapore’s leading audio-visual solutions provider)

Capital Trust Corporate Solutions (Private) Limited

MAGA Engineering (Pvt) Ltd

Home lands Holdings (Pvt) Ltd

Toyota Lanka Private Limited (wholly owned subsidiary of the Toyota group)

Kuehne+Nagel (Private) Limited

Work highlights

  • Advised Nippon Paints Lanka (Pvt) Ltd on a corporate restructuring exercise.
  • Advised Navara Capital Ltd on various matters including on the acquisition of a large pharmaceutical trading company in Sri Lanka.
  • Advised Capital Trust Corporate Solutions (Private) Limited on various regulatory and compliance matters in relation to entering into a commercial relationship with the Saxo Bank Group to provide access to Saxo’s online trading platforms to Sri Lankan residents.

Tiruchelvam Associates

The team at Tiruchelvam Associates is well-placed to handle issues as diverse as tax, real estate, foreign exchange and employment matters. It is skilled too at assisting not-for-profit organisations on their entry into the local market and frequently advises clients on matters ranging from setting up a corporate presence in the country through to the winding up of operations. The department has close working relationships with various key bodies such as the Registrar of Companies and the Central Bank of Sri Lanka. Names to note are the joint heads Asanka Abeysekera and Laila Nasry.

Practice head(s):

Asanka Abeysekera; Laila Nasry

Key clients

Galadari Hotels (Lanka) PLC

Baxalta Bioscience India Private Limited

F.Hoffman La Roche

Scandinavian Tobacco Group

Diagnostyka Sp.z.o.o

Agrithmics (Pvt) Ltd

Sarvodaya Group of Companies

Global Payments Asia-Pacific Limited/ Global Payments Inc.

Visa

Novo Nordisk A/S

Fiserv Lanka (Private) Limited

Heineken Lanka Limited

On Time Worldwide Logistics (Private) Limited

Cisco Systems Management B.V.

Business, Enterprise and Employment Support for Women in South Asia Network (Guarantee) Limited

Synapsys Limited

Roche Products Colombo (Private) Limited

Hamka Group of Companies

Healthnet International (Private) Limited

Lanka Mobility (Private) Limited

Life Project 4 Youth

Hoist Global Tech Solution Inc

Hospitality and Retail Systems

C D M International (Pvt) Ltd

Dahnay Logistics Private Limited

Open Society Foundations

Nina Lanka Construction Technologies (Pvt) Ltd

AH International

Axallant Tech (Pvt) Limited

Bread.lk

Himal Southasian

JLS Yachts LLC

Travel Mission Mission (Private) Limited

Valiant International – Construction & Development (Pvt) Ltd

Women’s Fund Asia

Noon Lanka (Private) Limited

Roche Products Colombo (Private) Limited

V I C M Consultants (Pvt) Ltd

Lirneasia

Work highlights

  • Advised the Scandanavian Tobacco Group on the acquisition of Agio Beheer B.V’s subsidiary in Sri Lanka.
  • Currently drafting and reviewing various software licensing, implementation and support agreements for Synapsys Limited.
  • Advised and established a WorldBank supported SAARC regional not-for-profit network in Sri Lanka.

Varners

The excellent team at Varners garners praise for its cross-border transactional experience and acts for a wide range of local and foreign corporate clients. It frequently advises its international clients on inward investment and all aspects of doing business in Sri Lanka such as setting up a company and establishing a branch/representative office in the country.  It also known for its skill at advising on the full array of security regulations, shareholder disputes and  other matters such as the public offering of equity and debt securities, restructurings and liquidations. The team is well-placed too to handle a variety of commercial contracts with particular strength in insurance law as well as information and communications technology. Raj Selvaskandan, Mahinda Haradasa and Vinothini Amarasekara head the department.

Other key lawyers:

Dulanga Cumaranatunga

Testimonials

Varners is the most trusted law firm in Sri Lanka. There is no other law firm which understands all types of businesses properly and provides us with unmatched solutions. It is the most preferred law firm not only for businesses but also for the government of Sri Lanka & citizens who have placed their trust in this firm for many decades‘.

Mr.Raj Selvaskandan – intelligence / integrity / innovative / creative / trustworthy / loyal / up to date with the latest developments of the world / reputed / competitive / excellent commercial & legal skills / a doer – the best lawyer I have ever seen‘.

‘Long-term relationship focus based on  getting an understanding of the client’s business and needs, and in the case of foreign clients, an understanding of the practical difficulties we experience when operating in the Sri Lankan legal environment; efficient assignation and management of cases with practical results’.

‘Clear and concise communication with terminology the client can relate to. Meetings are well focused and well prepared, with prior internal review of the relevant cases, therefore our time is well managed. Excellent follow up after the meetings. Flexibility to accommodate foreign visitors’ business agenda’.

‘Specifically we would like to mention Ms. Vinothini Amarasekara (Partner) and Ms. Dulanga Cumaranatunga (Associate) who continuously provide exceptional personalised attention to our company extending well beyond the constraints of the office hours. We can say we feel that Varners is our legal partner and guardian. We really appreciate the timely advices and risk management focus, which is an added value compared to the traditional assignment-focused view of other firms‘.

 

Key clients

Commercial Credit & Finance PLC

Renuka Holdings PLC

Prima (Ceylon) PLC

Bank of China Limited

Cargills Ceylon PLC

Laugfs Holdings (Private) Limited

CHEC Port City Colombo (Private) Limited

Abans PLC

Comercial Projar S. A

First Graphene Limited

F. J. & G. De Saram

F. J. & G. De Saram frequently works with major transnational corporations on a  wide range of corporate matters. Ayomi Aluwihare-Gunawardene is a key contact.

Other key lawyers:

Ayomi Aluwihare-Gunawardene

John Wilson Partners

John Wilson Partners regularly provides legal opinions on various complex corporate matters and is adept at carrying out legal due diligence. It is also recommended for its work on shareholders’ agreements and at drafting various clauses for a company’s Articles of Association. In addition it has advised numerous foreign investors on minority shareholder protection and is also skilled at providing immigration and employment law advice to its corporate clients. John Wilson and  new joiner Mohan Rupesinghe co-head the department. Rishni Withanage is another key member of the team and Usha Sivagurunathan also joined the practice.

Practice head(s):

John Wilson; Mohan Rupesinghe

Key clients

Stromme Micro Credit (Guarantee) Ltd.

T Choithram and Sons LLC

Wistrand Stockholm

BUPA Global

Haynese Boone LLP

Rachel Chanmugam

Jeyakumar

J Gosiewska

Prof. D. Evans

Ernst & Young LLP

Sagittarius Digital Engineering

Kitz Corporation

Cisco Systems (India) Private Ltd.

Allen & Overy

Diana & Bradley Grimshaw

Work highlights

  • Provided a complete legal due diligence report on Sri Lanka for Emergent Cold (Pvt) Ltd. in relation to an acquisition worth approx. $1.7bn.
  • Advised Orana A/S on setting up a business in Sri Lanka.

LegalBase

LegalBase fields a team that is ‘very easy to work with, its fees are reasonable and there is a quick turn-around time for its work’ say clients. It acts for a number of global multinational brands and companies and its portfolio of clients continues to increase. It is strong in a variety of sectors such as consumer goods, sports, luxury brands, fashion, food & beverages as well as real estate, private equity and IT. It has a wide range of skills including advising on various M&As and joint ventures as well as advising private equity houses and venture capital firms on investment vehicles and other legal work. Head of department Ali Tyebkhan receives a lot of praise.  Senior legal advisor Natasha Burhan is also recommended.

Practice head(s):

Ali Tyebkhan

Other key lawyers:

Natasha Burhan

Testimonials

‘I worked with Ali Tyebkhan who was very responsive to our requirements and delightful to work with’.

LegalBase handles our IP and corporate work and provides us with strategic legal advice on an ongoing basis. The lawyers are exceptional at what they do. The team always delivers on time, even when working to very short and tight deadlines and they have continuously not disappointed us. Their fees are transparent, and they offer fixed fees for most things. Their fees are also much better value than compared to others, without compromising on quality’.

‘Partner Ali Tyebkhan is just excellent. Always detailed and solutions orientated. Natasha Burhan handles a lot of the day to day elements of our legal work and is very good to work with, smart and focused‘.

‘LegalBase has been our go-to legal advisors for over 10 years. It handles all legal work across all jurisdictions for us and also manages other external counsel, multi-jurisdictional elements. The lawyers consistently come up with very creative solutions and cutting edge ways to solve the most complex problems‘.

‘In particular the lawyers have been assisting us for many years on an extremely complicated real estate development project in the UK, handling all corporate work for this. On the private equity side, they advise us on all our deals and Ali Tyebkhan is exceptional‘.

‘Ali Tyebkhan is simply outstanding. Excellent technically and a great commercial mindset that sets him apart from other lawyers‘.

LegalBase has handled our corporate and commercial legal work for almost 10 years. The lawyers assist us with all manner of contracts, agreements, and with strategic legal advice on an ongoing basis. The team is great to work with; always meets our usually very tight deadlines, knowledgeable and the lawyers are great technically‘.

‘Ali Tyebkhan is extremely sharp with a very astute commercial mind. He is outstanding and our go-to lawyer for all things strategic‘.

Key clients

Edible Arrangements

M Advocates

Al Dahbashi Gray

The Smarty Train Limited

Marvel Limited

Eswaran Brothers

Role Models

Maltras International (Pvt) Limited

Dilmah

K10 Apprenticeships Limited

Mithril Asset Management

Chryso

George Petch International UK

W Food Group Pty Ltd

Broker Back Office Limited

Printsource

Gamevy

Work highlights

  • Provides corporate, commercial, and M&A expertise across a vast range of corporate and transactional matters for which M Advocates does not have in-house expertise or needs additional legal resources for work and projects.
  • Acts as trusted corporate and commercial counsel assisting with all aspects of The Smarty Train Limited’s commercial operations helping the company to grow its business while effectively managing legal risk.
  • Provides corporate, commercial & M&A expertise across a vast range of corporate and transactional matters for which Al Dahbashi Gray does not have inhouse expertise or when it needs additional legal resources for work and projects.

Neelakandan & Neelakandan (formerly Murugesu & Neelakandan)

Neelakandan & Neelakandan (formerly Murugesu & Neelakandan) advises numerous foreign clients on the formation of joint venture companies and offshore companies and also advises a multitude of companies on matters relating to the SEC regulations, the Colombo Stock Exchange Listing Rules and other matters relating to the issue of new shares and debentures. It frequently acts as local counsel on large multi-jurisdictional matters alongside international law firms and maintains a close working relationship with various key bodies in the country such as the Registrar of Companies and the Board of Investment of Sri Lanka. Saravanan Neelakandan, Janani Rajeswara and Pranavan Neelakandan head the department.

Key clients

First Capital PLC

Dunamis Capital PLC

Allianz Insurance Lanka Ltd

Allianz Life Insurance Lanka Ltd

Allianz SE of Germany

Autogrill Espana S.A

Singer (Sri Lanka) PLC

United Tractor & Equipment (Private) Limited

The Design Group Five International (Private) Limited

VFS Lanka (Private) Limited

Lanka Hotels & Residencies (Private) Limited

LankaClear (Private) Limited

CleanCo Lanka Limited

Tata Communications Group

Samsung C&T Corporation

ODLO International AG

SERAP LLC Y

Smith & Nephew PLC

Usha International Limited

Work highlights

  • Advised China Development Bank Corporation on various guarantees that were granted to the Road Development Authority of Sri Lankan for infrastructure projects.
  • Continuing to advise Allianz Insurance Lanka Limited since incorporation on all investment matters as well as general legal advice on corporate and insurance/regulatory matters.
  • Continuing to advise Allianz Life Insurance Lanka Limited since incorporation- advice has included advising on investment matters and general legal advice on corporate and insurance/regulatory matters.