Jane Guan.png

Jane Guan

Partner

Practice Area:

Competition & Antitrust
Corporate Commercial
Consumer Protection
Sustainability

LLB (Hons), Cardiff University, Wales, United Kingdom
Bar Vocational Course, Cardiff University, Wales, UK
Postgraduate Diploma in EU Competition Law, King’s College London, United Kingdom

T +60 3 2273 1919 / +60 3 2267 2694
E [email protected]

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 by the Malaysia Competition Commission (MyCC). She has also represented clients in negotiating settlements with MyCC and assisted a client in its merger filing in a sector with merger control.

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 co-counsel in an M&A exercise of a listed company 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. She also regularly conducts competition law trainings and has acted for various companies in their compliance programs.

Aside from competition law practice, Jane is part of the sustainability practice, which encompasses the ESG factors (Environment, Social and Governance) and is involved in competition and crisis management, working closely with clients to manage and limit reputational and institutional risks and offering appropriate counter-measures to be undertaken. Jane is also regularly involved in M&A corporate exercises and she also advises and assists clients in the regulatory areas including on consumer protection, employment and restrictive practices

Experience
Competition Law

Investigations by MyCC

  • Acting as competition law co-counsel for a general insurer (which is a subsidiary of a leading international financial services group) in a cartel investigation by MyCC involving other general insurers in Malaysia and the Association of General Insurers of Malaysia (PIAM).
  • Acting as competition law co-counsel in an investigation by MyCC in the online digital platform industry.
  • Acting as competition law co-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.
  • Acting as competition law co-counsel in an investigation by MyCC in the port and container depot sector.
  • Acting as competition law co-counsel in an investigation by MyCC in the logistic sector.
  • Acted as competition law co-counsel for a MNC consumer goods manufacturer in an investigation by MyCC regarding price increase notices – by 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 ride hailing company as competition co-counsel in a divestment of its Malaysian business.

M&A

  • Acting as competition co-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.
  • Acted as competition law co-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.
  • 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.

Advisory

  • 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.
  • Advised a MNC consumer goods manufacturer on its arrangements with wholesalers, distributors and retailers on resale pricing, shelf space allocation and growth rebates.
  • 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.
  • 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 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 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 an airport management service provider, from competition law perspective, with regards to its tenancy agreement with a key tenant.
  • 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 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 corporations on competition law matters, in various sectors ranging from telecommunication, chemicals, automotive, construction, steel, energy, logistics, aviation, property development, pharmaceutical, manufacturing, food and beverages, airlines, retailing, oil and gas, insurance, cement, credit reporting, financial services industry, etc.

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 a Malaysian financial institution in its competition law compliance manual.
  • 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 and etc.

Dawn raid

  • 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.
Mergers & Acquisitions and General Corporate
  • Assisted on due diligence and advising Chinese white knight, Zhiyuan International Investment and Holding Group (Hong Kong) Co. Limited, in its proposed investment in Perwaja Holdings Berhad for the restructuring and regularisation of the Perwaja Group.
  • Assisted on due diligence for Massimo Zanetti Beverage Group SpA in its acquisition of the Boncafé group, a leader in the sale of gourmet coffee and coffee machine equipment in Southeast Asia and the Middle East.
  • A member of a team acting for vendors in relation to their disposal of 90% of the issued shares in Big Apple Worldwide Holdings Sdn Bhd, operator of the “Big Apple” doughnut chain in Malaysia and Cambodia to a company incorporated in Japan and listed on the Tokyo Stock Exchange.
  • A member of a team acting for a multinational automotive supplier headquartered in France in its proposed acquisition of an established contract manufacturer of automotive box-build products and printed circuit board assemblies in Malaysia.
  • A member of a team acting as Malaysian counsel for a French holding company (which deals in motorisation and controls for sun protections / rolling shutters / gates / garage doors and more widely, home automation) in its acquisition of the Malaysian subsidiary of a company dealing as a building technology integrator.
  • A member of a team acting as Malaysian counsel for an international business jet operator headquartered in Hong Kong, encompassing private jet aircraft management, business jet charter, aircraft maintenance management, aircraft sales and other offerings in its proposed acquisition of an aircraft management and consultancy company.
  • A member of a team acting as Malaysian counsel for an international corporation (which provides customised services which include the fields of industrial services, in particular elevator testing, pressure equipment, medical and electrical engineering, plant safety, monitoring, certification, IT security, management consulting, insurance services as well as trainings and further education) in its proposed acquisition of the share capital of a company in the business of non- destructive testing, industrial inspection, technical inspection and analysis in factories, power plants and refineries complex.
  • Assisted on several other legal due diligences and advices on proposed acquisitions of Malaysian corporations in electronics industry, logistics industry and others.
  • Advised Malaysian and foreign companies on legal and compliance issues applicable to the specific industry, including the applic able 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
Publications
  • Contributor, “Competition Law” in the Doing Business in Malaysia guide, published by the firm.
  • Contributor to the Granville Knowledge Management database on “Merger Control in Malaysia”
  • Contributor to the Legal Cross Border database on “Merger Control in Malaysia”
  • Author, TheSun, Legally Speaking column, "Is it legal for a supplier or manufacturer to fix the price of the product which the distributor sells?", September 2018
  • Contributor, Malaysian Civil Procedure (White Book), 2013 edition, published by Sweet & Maxwell Asia.