Interview with Ms. Siew Ling YAP, Director, Avant Law LLC

Ms. Siew Ling YAP is a senior business lawyer in Singapore and Malaysia, She has extensive experience in a wide range of capital market and Mergers & Acquisitions (M&A) transactions.  Now she is the Director and Co-Founder of Avant Law LLC, a boutique law firm founded in 2018. Before that, She worked in Drew & Napier for about 9 years and served as a director. She began her practice in Malaysia in 2001 at Skrine and later at Zaid Ibrahim & Co. with an accumulated legal practice of 8 years in Malaysia.
APAC BUSINESS: Ms. Yap, you have advised companies on their M&A and financing in Asia, please tell us what are some of the latest deal trends that you’ve been observing across markets that you’d like to highlight?
YAP SIEW LING: I have observed several noteworthy trends shaping the deal landscape in the region. The COVID-19 pandemic initially caused a slowdown in deal activity due to uncertainty and logistical challenges but has since led to a resurgence as companies seek to capitalize on emerging opportunities and position themselves for future growth.
One prominent trend is the surge in cross-border transactions. Globalization is driving a surge in cross-border transactions as companies seek to expand their market reach and diversify portfolios through acquisitions, joint ventures, and partnerships across different markets.
There is a notable rebound in mergers and acquisitions activity, particularly in the energy, technology, and pharmaceutical sectors, with some industries still in the recovery process. Due to significant innovations and technological advancements, various subsectors such as artificial intelligence, semiconductors, renewable energy, and biotech offer promising opportunities for M&A activity.
Technology and digitalization are reshaping deal-making strategies, with fintech, e-commerce, and digital services witnessing increased activity, while traditional industries are embracing technology-driven solutions. There is a heightened focus on environmental sustainability, leading to increased M&A activity in the renewable energy sector as governments implement policies and incentives to promote clean energy solutions.
Overall, these trends highlight the dynamic and evolving nature of deal-making in Asia, emphasizing the importance of agility, strategic insights, and innovation in navigating the complexities of the deal landscape.
APAC BUSINESS: Cross-Border transactions are always very challenging. In your view, how to tackle the risks on Cross-Border M&A and Joint Ventures? 
YAP SIEW LING: In my view, there are some risks and mistakes which are commonly overlooked by investors before they commit to an acquisition and/or joint venture. I have set out the 5 most common mistakes below.
#1 – First Mistake: Character, Values and Integrity of the Seller: The First most common mistake is not understanding the seller. Many times, due diligence exercise is conducted on the target company without much focus on the person or the party selling the company. This is a fatal mistake because the company is a representation of what the seller is, especially if the founder is the sole seller. By not having a full knowledge or understanding of the character of the seller, the values of the seller and integrity of the seller, the investors may just be buying into a company based on figures, contracts and promises.
#2 Second Mistake – Business Culture: The second most common mistake is not understanding the business culture where the target operates. When an investor buys into a company, the investor is buying into the potential of the management and the company, often based on how much return the company can generate. Hence, it is important that for an investor to understand the culture and the environment in which the target company operates in to ensure that the target will perform consistently for the next few years even after the proposed investment by the investor.
#3 Third Mistake – Unwritten Expectations: The Third most common mistake is unwritten expectations. Unfortunately, we still see many investors making this same mistake, and that is to assume that the other side knows exactly what one party wants when entering into a transaction. Besides setting out the financial performance or the targeted profit to be obtained by the target, investors would leave other aspects of the transaction unspoken as these are deemed to be less important or the investors expect these to just fall into place once the financial target is set. This risk must be mitigated with a clear and complete set of documentation.
#4 Fourth Mistake – “Missing the Target”: The Fourth most common mistake made by investors is to presume that they know the target. Perhaps the target is the entity they have been dealing with for years but dealing with the target is different from owing shares in the target company.  This risk must be mitigated with the conduct of a complete and thorough legal and financial due diligence.
#5 Fifth Mistake – Which Law?: This lethal mistake can cost investors dearly if the investors have not addressed their mind to it before signing the investment agreement. The unwritten rules (which may not be in the favor of the investors) in certain jurisdictions may be applicable to a well-drafted document, without the investors being aware of the consequences. This risk can be mitigated by engaging the right lawyer to advise on the governing law and its implications.
APAC BUSINESS: Southeast Asia start-ups are attracting the attention of global investors, but what are some of the risks that you’re watching that could affect investor confidence in doing PE/VC deals in this region.
YAP SIEW LING: The Southeast Asia startup scene has been drawing considerable interest from global investors. However, it is essential to recognize that along with the opportunities, there are risks that investors need to be mindful of when considering private equity (PE) and venture capital (VC) deals in this region. Let me set out some of the risks below.
1. Regulatory Uncertainty: Southeast Asia’s diverse markets have complex and evolving regulatory landscapes. Investors must monitor changes in policies related to foreign investment, intellectual property, data privacy, and industry-specific regulations. These will have a direct impact on investors’ confidence and the attractiveness of investment opportunities.
2. Market Competition: The thriving startup ecosystem in Southeast Asia is highly competitive, leading to pricing pressures and challenges for startups to scale sustainably. Market consolidation through mergers and acquisitions can impact investor returns if invested companies fail to emerge as dominant players or struggle post-acquisition integration.
3. Macroeconomic and Geopolitical Risks: Economic volatility, wars, civil unrests, currency fluctuations, and geopolitical tensions can influence investor sentiment and risk appetite. To navigate macroeconomic challenges effectively, it is crucial to assess portfolio companies’ resilience to external shocks.
4. Operational Risks: Governance issues, management capabilities, and market execution challenges can affect the success of PE/VC investments. Customized and thorough due diligence is necessary to identify and mitigate these risks, ensuring invested companies have the adequate infrastructure, framework, robust system, and sustainable business models.
5. Illiquidity Risk: Compared to the public markets, PE/VC investments often have longer horizons and limited liquidity options. To manage illiquidity risks and the impact on overall performance, investors need to apply their minds to the exit strategies and portfolio diversification.
In conclusion, while Southeast Asia offers promising investment opportunities, investors must remain vigilant and assess the region’s inherent risks. Staying informed about regulatory changes, market dynamics, macroeconomic trends, and operational challenges can help investors make informed decisions and maintain confidence in the long term.
APAC BUSINESS: Ms. Yap, you are a senior business lawyer with extensive experience in Asia, please tell us more about yourself and your journey in this industry. 
YAP SIEW LING: I came from a humble family in Kuala Lumpur Malaysia. I remembered spending my childhood days above a coffeeshop situated along noisy main roads. There was an open market next to the coffee shop and we were greeted by the noise from the hawkers selling different articles every morning. These hawkers were unlicensed and I recalled seeing them flee with their goods every time there was raid by the police. That must have been my first encounter with the law.
I was not the most brilliant student during my academic years and definitely did not top the class with excellent results. However, I have a dream and that is to become a lawyer one day to uphold justice and to help people.
It was not a smooth journey as I did not qualify to be admitted to the Singapore Bar when I first graduated. I think I missed the required grade by a few marks. I returned to Malaysia to pursue my dreams as a lawyer from 2000 to 2008, with a monthly allowance of RM500 as a pupil. Back then, I could earn at least 5 times more if I had stayed in Singapore as a non-lawyer but I did not want to sacrifice my dream for money. During the formative years in my legal career, I worked for two top local law firms in Malaysia.
I came to Singapore and joined Drew & Napier in 2008. Subsequently, I was called to the Singapore Bar and worked on Capital Market and Mergers and Acquisitions transactions during my time in one of the leading firms in Singapore.
In 2016, I left Drew & Napier as a director and set up my own practice. One of my missions is to ensure that our clients can access to good quality and personalized legal service.
APAC BUSINESS: With the transaction continues to get more complex, what valuable roles an experienced advisor can play to boost business value?
YAP SIEW LING: The advisor will need to understand the business of the investee company, the industry that the investee company is in, and the challenges faced by the industry players. This is important so that the advisor can provide a holistic advice with practical and cost-effective solutions. The advisor can also provide the necessary network and infrastructure that the client needs in order to take the client’s business to the next level.
APAC BUSINESS: Ms Yap, you have been in legal practice for more than 23 years. What are the most fulfilling aspects of a career in the legal industry?
YAP SIEW LING: One of the most fulfilling aspects of a career in the legal industry is to see young lawyers who work with me evolving as they acquire soft skills and legal skills. It gives me joy to witness the transformation of a young person into a confident lawyer and hopefully, they will pay it forward and train more lawyers with the right values to give back to the society.
The other fulfilling aspect is to share the journey with our clients and to see that they reach the next milestone. For example, we recently attended the listing ceremony of one of our clients (whom we act as Singapore legal advisor) on the Mainboard of Bursa Malaysia. It was an important milestone for them and there was a great sense of achievement.
APAC BUSINESS: How does Avant Law LLC differentiate itself from other firms in the legal industry? What specialized areas of law does Avant Law LLC excel in, and how does this expertise benefit its clients?
1. Small but Mighty
Despite being a boutique firm, we possess the capability to handle transactions of significant size while meeting tight deadlines with exceptional performance.
Since our inception in 2018, we have assisted in at least 24 initial public offerings on various stock exchanges including the Singapore Stock Exchange, the Hong Kong Stock Exchange, Bursa Malaysia, NASDAQ. and the Beijing Stock Exchange. From 2022 to January 2024, we acted as the Singapore legal advisor and assisted in the successful listing of different groups of companies on several stock exchanges, raising a total fund size of approximately US$ 91 million.
In March 2023, we acted as the Singapore legal advisor to Singapore Shipping Group Holdings Limited group of companies which is principally engaged in international shipping, third-party ship management services and shipbuilding related activities in its listing of approximately HK$408.75 million on the Main Board of the Hong Kong Stock Exchange.
For mergers & acquisitions transactions since 2022, we have acted for both purchasers and sellers for companies in various industries, ranging from food manufacturing, port services, stevedoring, corporate service providers, food and beverage businesses.
In 2023, we acted for shareholders of Capital F&B Pte Ltd, a Singapore-based food and beverage distributor and an exclusive distributor of certain Asahi’s global brands including “Peroni Nastro Azzurro” in the acquisition and joint venture by Asahi Beer Asia Limited.
Since 2022, we have also acted in the financing and investment in companies from different industries ranging from those that carries out the principal activities of operating online retail clothing, digital financial platform, online grocery delivery platform, social e-commerce platform and others.
2. Qualified in multiple countries
Our corporate lawyers in Singapore are dual qualified in Singapore and Malaysia law. Our team can speak fluent Mandarin and Bahasa Malay.  This, coupled with our knowledge of the Singaporean and Malaysian business cultures and norms, give us a competitive edge to address and provide a bespoke legal service tailored to suit our clients’ legal needs.
3. Personalised services & Agility
Our team of legal experts is committed to providing each client with personalised legal counsel tailored to their unique needs and circumstances. This focused approach allows us to build strong relationships with our clients and ensures that we fully understand their objectives. Our boutique firm size with fewer layers of bureaucracy also provides us with the ability to adapt quicky to rapid changing situations and react quicker to client needs.
APAC BUSINESS: What is Avant Law LLC’s approach to billing and fees, and do they provide transparent cost estimates upfront? 
YAP SIEW LING: As a boutique law firm with lower overheads, we can provide cost-effective legal services without compromising on quality. Our billing and fee approach revolves around transparency and affordability, ensuring our clients are fully informed from the outset.
We understand the importance of providing clear and transparent cost estimates upfront. To achieve this, we meticulously detail out all aspects of the scope of work in a comprehensive fee proposal, subject to specific assumptions. Our fee proposals typically feature fixed fees for various services, enabling clients to anticipate costs accurately. It is important to note that we do not commence work until the client has approved our proposed fees, ensuring full transparency and client satisfaction.
In cases where additional work falls outside the initial scope outlined in the fee proposal, we maintain transparency by separately charging additional professional fees on a time-cost basis. Our hourly rates for such supplementary work are competitive and reflective of the value we deliver. Throughout the legal process, we uphold open communication with clients, keeping them informed of any changes or developments that could impact fees. Regular updates on billing and incurred expenses empower clients to manage their legal costs effectively.
Furthermore, to ensure absolute transparency in our billing practices, we meticulously document the value of our time costs for all work undertaken. This meticulous approach enables clients to grasp precisely how their fees are calculated, guaranteeing fair and accurate billing for the legal services provided.
In conclusion, our commitment to transparent billing practices and cost-effective legal services underscores our dedication to client satisfaction and ensures peace of mind throughout the legal process.
APAC BUSINESS: How does Avant Law LLC ensure personalized attention and tailored solutions for each client, regardless of size or complexity? 
YAP SIEW LING: Our team of legal experts is committed to providing each client with personalised legal counsel tailored to their unique needs and circumstances. To ensure that we provide the highest level of service and tailored solutions, we have implemented several key strategies.
Firstly, our approach is centered around personalized attention. We take the time to actively listen to our clients, comprehensively understand their concerns, and fully grasp their objectives. This enables us to develop a deep understanding of their legal needs and preferences, laying a solid foundation for a strong client-lawyer relationship built on trust and mutual respect.
Additionally, we adopt a focused approach to legal counsel by assigning a dedicated team of at least two legal experts to work on each matter. This collaborative effort ensures that our clients benefit from a diverse range of perspectives and insights, allowing us to thoroughly analyze the complexities of each case and devise comprehensive solutions that are precisely tailored to our clients’ specific circumstances.
Furthermore, we prioritize open communication and collaboration throughout the legal process. We maintain regular contact with our clients, providing them with timely updates on the progress of their case and actively seeking their input along the way. This transparent and collaborative approach not only ensures that our clients remain informed and engaged but also enables us to address any concerns or adjustments promptly and effectively.
Overall, our commitment to personalized attention, collaborative effort, and open communication enables us to deliver tailored solutions that meet the unique needs of each client, regardless of the size or complexity of the matter. At Avant Law LLC, our clients can trust that they will receive the individualized care and attention necessary to navigate their legal journey effectively.
APAC BUSINESS: How does Avant Law LLC ensure responsiveness and accessibility when its clients require urgent legal assistance or guidance?
YAP SIEW LING: At Avant Law LLC, we prioritize responsiveness and accessibility to ensure our clients receive timely and effective legal assistance, especially in urgent situations. Our firm operates on the principle of maintaining open lines of communication and swift responsiveness to our clients’ needs.
Firstly, we have a dedicated team available to address urgent inquiries and requests promptly. Whether it is during business hours or outside regular working hours, our clients can reach us through various channels, including phone, email, and messaging platforms.
Furthermore, our firm utilizes advanced technology and communication tools to facilitate seamless collaboration between our team members and clients, regardless of their location. This enables us to provide timely updates, share important documents, and coordinate legal strategies effectively.
Ultimately, our commitment to responsiveness and accessibility extends throughout every aspect of our practice, allowing us to deliver the highest standard of legal assistance and guidance when our clients need it most.