Whooi-Phing KUNG

Advising the OMH group on legal matters | Providing legal support on major contracts and agreement review | Assisting in corporate affairs matters from a legal and statutory perspective.

Support and engage with internal stakeholders at all levels by providing legal insight and assistance to anticipate, identify, assess and manage legal risks in the Group’s local and global operations; Advise and guide the operations executives on the law and contractual provisions as are relevant to their work; Collaborates closely with business executives in contract negotiations, disputes (internal and external), employee-related issues etc.; Review and advise on logistics contracts (warehousing, transportation, freight, container depot services) and a wide range of other legal documents (e.g. equipment hire, leases, guarantees, engagement letters etc.); Develop and maintained contract templates, including general trading terms, services quotation letter and NDAs; Keep abreast of relevant legal changes, and update business teams as it relates to their work.

Advised, reviewed and negotiated contracts for commercial/office real estate acquisitions and divestment transactions in SEA, PRC and Australia; Collaborated with and provided legal guidance to the Transactions team throughout the entire deal process from contract negotiations to completion and deal closing; Drafted, reviewed and advised on corporate approvals; Liaised and coordinated with external cosec agents on statutory filings; Drafted, reviewed and advised on NDAs, MOUs, Letters of Intent (LOI), term sheets, investment contracts, consultancy and various other services contracts; Advised on legal issues arising from JV partners and shareholders’ agreements; Directed, managed and dealt with external legal counsels, and related legal costs; Ensured compliance with internal policies, including anti-bribery policies.

Joined Conyers Dill & Pearman Singapore in 2004 as an Associate, became a Director from 2010-2017, and headed Conyers' Malaysia desk. Specialized in advising on corporate, commercial, and banking transactions including IPOs, corporate financing, restructuring, and private equity investments involving Bermuda, BVI, and Cayman Islands companies. Advised as foreign counsel in IPOs, privatizations, and conducted legal due diligence. Oversaw cosec administration of BVI, Cayman, and Bermuda companies. Recognized as a Recommended Leading Corporate M&A Lawyer by Legal 500 in 2010.

Reviewed and prepared legal documentation for acquisitions and disposals of business and shares; Advised on joint ventures and collaboration agreements; Reviewed and prepared legal documentation for a pre-clinical contract research services for testing of potential medical treatments; Reviewed and prepared master collaborative research and development agreements.

Acted as Singapore counsel for a foreign purchaser in a multi-jurisdictional business acquisition transaction involving a Singapore entity; Conducted buy-side legal due diligence review and advised client on findings; Co-ordinated and headed sell-side legal due diligence exercise for a well-known MNC in the disposal of its stake in a petrochemical refinery; Advised on preparation of a seller Information Memorandum; Assisted in the preparation of the data-room; Advised on and prepared legal documentation for acquisition and disposal of business and shares; Advised on private equity investment documentation (i.e. term sheets, investment agreements, shareholders agreements etc.); Drafted/reviewed shareholder circulars relating to corporate matters for public listed clients; Advised on business joint ventures, collaborations for SME clients and drafted related legal documentation; Advised on the incorporation of Singapore companies and registrations of businesses; Drafted and reviewed board and members’ resolutions/minutes of meetings in relation to a variety of corporate transactions and matters.

Headed and led the Group's in-house legal and corporate administration department; Trained and supervised the department's staff on cosec-related work and compliance; Provided legal support as needed to the Group’s business executives in commercial, real estate, banking and other contractual transactions; Assessed and advised on claims (actual and threatened) or disputes arising in the Group’s business operations; Drafted and reviewed a variety of commercial, services and real estate-related contracts for the Group; Worked collaboratively with, and managed, external legal counsels on numerous legal matters (contentious and non-contentious); Cosec administration of the Group's private entities; Involved in preparation of co-production agreement, director, screenwriter and actors' agreement in relation to the making of the film "That One No Enough".

Prepared and reviewed a variety of corporate and commercial legal documents: joint venture agreements and shareholders agreements, sale and purchase of goods/services, distributorships, franchises.

Prepared and prosecuted trade mark applications in Singapore and elsewhere; Advised on and drafted Intellectual Property Rights licensing and assignment agreements; Participated in a trademark infringement raid in Singapore on counterfeiters.

Assisted a European MNC in the preparation of and negotiations on documentation for a water treatment facility in East Malaysia; Advised, prepared and finalised documentation for business joint ventures, prepared related approval applications to the Foreign Investment Committee; Reviewed and drafted documentation for motor-racing event sponsorship for a well-known MNC client; Prepared company loan agreements, deeds of guarantee and indemnity; Drafted and advised on distributorships, supply and purchase of goods and services agreements; Handled sales and purchases of real property, and related loan/banking documentation, and tenancies (residential and office space); Prepared and prosecuted trade mark applications in Malaysia and worldwide; Drafted licensing, assignments and permitted user agreements; Assisted in the application for a design registration of a product container design; Drafted and procured publication of notices of intellectual property ownership; Prepared and obtained Trade Description Orders for a pharmaceutical company for purposes of trade mark infringement of its well-known brand of analgesic tablets.