Team size: 10

What are the most significant cases or transactions that your legal team has recently been involved in?

Over the past year, my role as General Counsel has focused on supporting growth while protecting the Group from material financial and governance risk, with the following transactions/work being the most significant ones.

In particular, my team delivered a first-of-its-kind cross-border joint venture, enabling the company’s property and asset management business to establish a strategic foothold in the UAE market while safeguarding long-term commercial value and governance integrity. The venture was formed with a Dubai state-owned conglomerate with extensive commercial and residential property operations, spanning master developments exceeding 2.5 million square metres of saleable and gross floor area, including assets within Expo City Dubai FZCO and other global sites as mutually agreed. This was the company’s first joint venture in the UAE, presenting a steep learning curve in local legal frameworks, regulatory compliance, and market practice. The stakes were exceptionally high, requiring a structure that balanced commercial intent, governance, and cross-border legal complexity under tight timelines, with the deal successfully completed in July 2025.

A central challenge arose from overlapping business activities between the parties, creating potential conflicts over rights to certain opportunities and the allocation of work. Without a structured approach, these issues could have undermined the value of the collaboration and created operational friction. To address this, we developed a balanced framework that allowed each party to pursue opportunities while ensuring transparency, joint oversight, and commercially fair, arm’s-length terms. This approach safeguarded the strategic objectives of the partnership while maintaining operational flexibility and fairness.

Navigating cross-border governance and jurisdictional nuances, Legal worked with foreign counsel to embed UAE law requirements into a cohesive and enforceable structure. Key governance principles, reserved matters, and exclusivity parameters were consistently reflected in the JV agreement, shareholders’ agreement, and articles of association, reducing ambiguity and mitigating execution and compliance risks. Despite limited prior experience in the UAE and complex stakeholder coordination, the transaction was executed efficiently and on schedule, establishing a platform for long-term revenue generation and strategic expansion across more than 2.5 million square metres of master developments in Dubai and globally.

My team and I also recently led the negotiation and successful settlement of a high-value contractual dispute arising from a major road maintenance project that generated more than US$20m in annual revenue. The dispute involved cumulative claims and disputed sums in the tens of millions, triggered by a unilateral removal of contractual scope of work midway through the second year of contract execution. This significantly affected projected revenue and created financial, regulatory, and reputational risks, given the broader public interest considerations associated with the end client.

The dispute carried the potential for escalation into statutory adjudication, arbitration, which would have culminated into long drawn and expensive legal proceedings. As General Counsel, I assumed direct oversight of the strategy. We initiated formal payment claims under the statutory adjudication framework to preserve our legal position and demonstrate enforcement readiness. This ensured we retained credibility while keeping negotiation options open.

Throughout the process, I provided structured updates to Senior Management and the Board, setting out financial exposure, recovery scenarios, regulatory considerations, and recommended pathways and obtaining mandates for these options. Rather than allowing the dispute to become prolonged and procedural, we shifted towards a negotiation-led approach supported by clear documentation and substantiated claims.

The outcome was commercially decisive. Against an initial internal recovery mandate of USD4.5 million, the Group secured a structured settlement recovery of more than double the mandate. The resolution preserved cashflow, avoided lengthy adjudication and arbitration proceedings, reduced legal costs, and enabled an orderly exit from the contract. Importantly, it averted the risk of setting a precedent where substantial contractual breach could occur without consequence, and delivered a recovery outcome that significantly outperformed the Group’s original recovery assumptions.

These matters reflect the balanced role of the Legal function enabling expansion into new markets while resolving material disputes in a measured and commercially focused manner. My approach has been to ensure that growth initiatives are supported by clear governance structures, and that disputes are handled firmly but pragmatically, with a focus on value preservation and long-term stability.

The in-house Legal team identified a critical gap in managing repudiated accident-related insurance claims, where ad hoc handling previously exposed the Company to default judgments, procedural non-compliance, uncontrolled legal costs, and governance risk. To address this, Legal designed a Standard Operating Procedure (SOP) for managing insured and non-insured accident disputes and legal escalation, introducing a structured, end-to-end framework for handling repudiated claims.

The SOP standardises escalation pathways, interim legal representation, approval processes, appeal timelines, and documentation requirements, replacing reactive practices with a repeatable and measurable approach. It ensures cross-functional coordination between Legal, Finance, and Risk & Compliance, aligning operational processes with financial controls, incident reporting, and regulatory expectations. By embedding governance and oversight into each stage, the SOP mitigates legal, financial, and reputational risks while improving operational efficiency. It is user-friendly and scalable, enabling non-legal personnel to follow consistent protocols and ensuring sustainability across multiple business units.

This initiative transformed an inconsistent and risky process into a proactive, controlled system, enhancing organisational capability, strengthening governance, and delivering tangible business value. It demonstrates how creative in-house legal solutions can improve processes, mitigate risk, and protect financial and reputational interests while establishing a new standard for managing repudiated insurance claims.

What do you see as an opportunity or risk over the next six months?

Over the next six months, a key opportunity for UEM Edgenta lies in Malaysia’s accelerating infrastructure pipeline under the 13th Malaysia Plan and related public-private partnership (PPP) frameworks. The organisation is well-positioned to pursue high-value asset management and facilities contracts, particularly in smart city and sustainability-linked projects. Success in this space will hinge on proactive legal structuring to ensure compliance with Bursa Malaysia listing rules, Ministry of Finance PPP guidelines, and ESG disclosure requirements under the updated Sustainability Reporting Guide. My team will prioritise drafting agreements with clear risk allocation, indemnity provisions, and dispute resolution clauses that favour adjudication or courts before arbitration, drawing on lessons from recent legal disputes.

At the same time, the increasing adoption of AI in business and legal operations presents both a significant opportunity and a growing risk in the legal space. AI can transform the way we work – from accelerating contract review and legal research to generating data-driven insights that inform decision-making, improve efficiency, and reduce operational costs. Applied thoughtfully under Legal oversight, AI can enhance both speed and accuracy in complex transactions and strategic decision-making.

However, misuse is a real and imminent concern. Non-legal personnel have been seen to rely on AI-generated outputs as legal advice, sometimes citing simulated reasoning or references to legal authorities that are inaccurate, incomplete, or entirely fabricated. This can contradict legal opinion based on established legal positions and mislead management, exposing the organisation to operational, reputational, and regulatory risk. Misapplied AI could result in decisions being made without proper legal validation, with consequences that may only become apparent after contracts are executed or disputes arise.

Over the next six months, my focus will be on embracing AI in contract review which allows the business to benefit from AI safely, defining clear boundaries for AI use in legal matters, providing guidance on verification standards, and ensuring outputs influencing legal or contractual decisions are reviewed and validated by qualified lawyers. By proactively managing the use and outcomes, Legal can leverage AI as a strategic enabler while mitigating risk, supporting both operational efficiency and robust governance.

General counsel often speak of the need to be strategic to reach the pinnacle of the profession. What does being strategic mean to you?

Being strategic, to me, is about stepping out of the narrow confines of “legal advice” and operating where law, commercial reality, governance, and human judgment intersect. It starts with understanding the business properly – how money is made, where the pressure points are, where risk is genuinely material, and where it is simply noise. Without that, legal input is technically correct but practically useless.

Strategy is knowing which issues truly matter to the organisation and directing energy there. It also means recognising that not all battles should be fought in court. Often, the most strategic legal work happens long before a dispute crystallises – in how contracts are structured, how risk is allocated, how governance frameworks are designed, how whistleblowing and integrity processes are strengthened, and how sensitive issues are handled discreetly but decisively before they escalate into reputational or regulatory crises.

A strategic GC also knows that influence matters as much as analysis. Much of the role is about reading the room, anticipating stakeholder positions, and guiding Management and the Board towards outcomes that are legally defensible, commercially sensible, and aligned with sound governance – often without the organisation even realising that Legal has quietly shaped the path taken.

Importantly, being strategic is about judgment. Knowing when to take a firm position, when to facilitate a solution, and when to step back. Not every issue requires escalation; not every dispute requires litigation. Often, the best outcome is achieved through careful negotiation, calibrated positioning, and timing.

Ultimately, I think being strategic is measured by whether the organisation is more resilient, better protected, and better governed because Legal was involved early and thoughtfully – not by how many disputes were fought, but by how many were prevented or resolved sensibly.

What regulatory or policy developments in Malaysia have had the most significant impact on your organisation in the past year?

In the past year, a number of regulatory and policy developments in Malaysia have had profound implications for the way UEM Edgenta manages compliance, governance and structured operational transformation, particularly in tax compliance and statutory reporting.

Mandatory phased e-invoicing regime (2024 to 2026)

A central regulatory shift has been the continued rollout and refinement of Malaysia’s mandatory e-invoicing regime under the Inland Revenue Board (LHDN). Originally introduced in 2024 and progressively extended through 2025, the mandate now requires phased adoption of electronic invoicing for a broad spectrum of businesses based on annual revenue thresholds. In 2025, updated LHDN guidelines and revised timelines, expanded the scope of e-invoicing obligations and introduced bespoke compliance mechanisms that materially affect large enterprises and their supply chains. For example, taxpayers with annual sales above RM5 million are subject to the new regime ahead of smaller cohorts, while taxpayers with lower revenue bands were granted staged implementation windows extending into 2026, to ease the transition. The regulatory framework now includes clear requirements for issuance of individual e-invoices for transactions exceeding defined value thresholds, integration of electronic formats aligned with national platforms (MyInvois) and a structured grace and review period to support tax reporting adherence.

For UEM Edgenta, which operates across multiple business units with high-volume invoicing and complex contractual relationships, the e-invoicing developments required a strategic recalibration of internal finance, IT and procurement functions. Ensuring real-time reporting, electronic invoice generation in prescribed formats and integration with the MyInvois system demanded cross-functional alignment, upgraded billing systems/platforms and robust controls to avoid penalties, while preserving service continuity for clients and partners.

Amendments to Stamp duty enforcement

In parallel, Malaysia’s stamp duty regime has undergone significant change. Amendments to the operational model under the Stamp Act 1949, including the rollout of the Stamp Duty Self-Assessment System (STSDS) and the introduction of e-Duti Setem through the MyTax portal, represent a fundamental shift from legacy online systems to digital self-assessment. From 1 January 2026, legacy portals will be retired in favour of e-Stamp Duty infrastructure, requiring taxpayers to self-assess and lodge duties for classifiable instruments including leases, conveyance instruments and other contractual instruments. Transitional measures, early access periods and phased implementation timelines have been communicated to enable organisational readiness.

Taken together, these policy shifts underscore the increasing regulatory emphasis on digital tax compliance and structured documentation governance in Malaysia. In response, UEM Edgenta established a cross-functional taskforce to implement the required changes, bringing together Finance, IT, relevant Business Units and the Legal team. This taskforce was responsible for interpreting the regulatory requirements, redesigning internal processes, upgrading systems, and ensuring timely compliance with both e‑invoicing and stamp duty obligations. For the Legal team, this meant providing guidance on statutory interpretation, reviewing contracts and documentation for compliance (where required), and providing advice on controls to mitigate regulatory and reputational risk. Through this coordinated approach, compliance obligations were not only met but operationalised in a way that strengthened governance, enhanced internal collaboration, and reinforced the organisation’s overall resilience.

Can you describe a situation where legal input materially influenced a key business decision?

In a situation last year, a business unit sought legal guidance on providing a parent company guarantee in connection with a major tender opportunity. The initial request involved the issuance of a guarantee under a client’s standard template, which, upon review, presented significant and atypical legal risks for the parent company.

Our team conducted a thorough review of the template and identified key exposures, including unlimited liability without time or monetary cap, indemnities covering third-party and consequential losses, waiver of standard legal defences, and direct recourse against the parent even where the underlying obligations vested with the majority partner. These risks went well beyond what the business typically assumes under standard performance security arrangements, which are generally protected through bank guarantees, retention, and liquidated damages.

We advised the business to challenge the template where feasible and suggested clarifying whether the immediate parent could provide the guarantee, rather than the ultimate holding entity, which was impractical. In parallel, we prepared a risk-mitigated version of the guarantee that capped liability proportionately and rebalanced risk between joint venture partners.

When the client confirmed that no amendments would be accepted, we provided clear advice to Management that proceeding under the template would expose the parent company to unacceptably high risk. Based on this guidance, the business ultimately decided not to submit the tender, avoiding potential financial and reputational exposure.

This episode illustrates how proactive legal input can materially influence a business decision. By carefully analysing contractual risk, proposing mitigation strategies, and providing clear, actionable advice, Legal ensured that the organisation made an informed decision, balancing commercial opportunity against potential liability. Beyond the immediate tender outcome, this engagement strengthened governance by reinforcing risk awareness across business units and integrating legal oversight into strategic decision-making.