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Nurliyana Ahmad Zaini

Nurliyana read law at the University of Leicester, United Kingdom, and subsequently completed the Bar Training Course at the University of Law, Birmingham. She was called to the Bar of England and Wales by the Honourable Society of Lincoln’s Inn in July 2023 and was subsequently admitted to the Malaysian Bar in October 2024. During her studies, Nurliyana actively participated in mooting, Model United Nations, negotiation and client interviewing competitions.

At Azmi & Associates, Nurliyana has been involved in a broad range of corporate, commercial and advisory matters across the firm’s Corporate Mergers & Acquisitions and Projects practice groups.  Some of her assignments include:

Mergers & Acquisitions and Corporate Restructuring
• Advised a subsidiary of a public-listed company on the proposed acquisition of assets from a target company undergoing liquidation, including the legal and transactional considerations arising from the proposed acquisition.
• Conducted legal due diligence on a target company in connection with a proposed acquisition by a subsidiary of a public-listed company for a solar power plant project.
• Prepared a Share Sale Agreement in connection with the proposed acquisition of shares in a private limited company incorporated in Labuan.
• Conducted legal due diligence on a cooperative registered with the Suruhanjaya Koperasi Malaysia in connection with a proposed investment.
• Advised a public company on a proposed shareholders’ arrangement, including the preparation and review of the relevant Shareholders’ Agreement.
• Advised a public-listed company on the proposed restructuring of its subsidiary, involving the treatment of debt and related corporate arrangements.
• Advised on the proposed restructuring of United Kingdom-incorporated subsidiaries of a Malaysian public-listed company, including the relevant cross-border corporate considerations.

Energy and Infrastructure
• Advised TH Plantation Berhad in relation to its joint venture with Cenergi SEA for the development, construction and operation of a 1.2 MW biogas power plant in Johor. The transaction involved various project and commercial agreements, including a Shareholders’ Agreement, Build-Operate-Own-Transfer Agreement, Technical Management Services Agreement, Engineering, Procurement, Construction and Commissioning (EPCC) Agreement, and Operation and Maintenance Agreement.
• Drafted a Power Purchase Agreement in connection with a proposed development project in Sarawak.

Property and Land Related
• Prepared a Build-Lease-Transfer Agreement and Lease Agreement for a public company in relation to the proposed development of student accommodation facilities.
• Advised TDM Berhad on matters relating to the leasing and acquisition of land, including the relevant legal and contractual considerations.
• Advising a subsidiary of a Korean company on a proposed property exchange arrangement involving an application for approval under Section 433B of the National Land Code and complex Real Property Gains Tax considerations.
• Prepared a Letter of Offer for a subsidiary of a statutory body in connection with the proposed disposal of its property.

Corporate and Commercial Advisory
• Advised on the establishment and structuring of a RM50 million musharakah fund, a transaction recognised as the Islamic Finance News (IFN) Musharakah Deal of the Year 2024.
• Advised on the structuring of a supply credit programme and prepared the relevant Lease-to-Own Agreement, Lease-to-Use Agreement and Supply Agreement involving the awarded contractor.
• Advised a private company on commercial arrangements relating to the importation of vehicles and unmanned aerial vehicles (UAVs), involving counterparties from China and Japan.
• Prepared a Vehicle Lease Agreement for a subsidiary of a public-listed company in connection with a nationwide programme.
• Provided a legal opinion to a subsidiary of a public-listed company on the issuance of bank guarantees required by its third-party customer, including the relevant contractual and legal implications.
• Provided legal advice to a private limited company in connection with the proposed award of operatorship to another entity, with particular emphasis on the legal and regulatory considerations arising from related-party transactions.
• Advised a public company on a proposed concession arrangement, including the review of the relevant Concession Agreement and associated contractual considerations.
• Reviewed and amended the constitutions of multiple subsidiaries of a public-listed company to ensure compliance with the Companies Act 2016.

Regulatory and Legislative Advisory
• Provided a legal opinion to a United States-based legal entity on the recognition, validity and enforceability of digital signatures under Malaysian law.
• Conducted a legal study and legislative review of the existing incorporating statutes governing several statutory bodies in Malaysia, including an assessment of the prevailing statutory frameworks and identification of areas for potential legislative amendments.

Dispute Resolution
• Assisted in adjudication proceedings under the Construction Industry Payment and Adjudication Act 2012 (CIPAA) in relation to multiple construction payment disputes.

Details

Nurliyana Ahmad Zaini

Managing Associate

Direct Line:
+603 2118 5045

E-mail:
nurliyana@azmilaw.com

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