Santhyaa is part of the Corporate and Commercial team at Raja, Darryl & Loh, where she focuses on mergers and acquisitions. A corporate and commercial lawyer with a background in litigation, she previously practised as a litigator and has appeared in all tiers of the Courts of Malaya. Santhyaa transitioned into corporate practice upon joining Raja, Darryl & Loh in 2021, bringing with her a litigation-informed perspective to complex commercial matters.

Her current practice encompasses mergers and acquisitions, corporate restructurings, joint ventures, foreign direct investment, foreign capital market listings, securities and capital markets products and services. Santhyaa also advises on corporate governance, powers and accountability including shareholders’ rights, directors’ duties, corporate undertakings and capital injection.

Santhyaa regularly advises domestic and multinational clients on complex transactions and cross border investments. Her notable experience includes:

• Facilitating the divestment of a local financial institution’s stockbroking arm, advising on banking and securities laws and preparing the share sale agreement for the transfer of shares;
• Assisting a Canadian bank with a local subsidiary in the share sale of its investor services business, including reviewing transaction documents and advising on transitional services arrangements;
• Advising on an internal restructuring involving the sale of a freight forwarding business, with a focus on local regulatory compliance relating to customs controls, employee transitions, novation of contracts and the establishment of a new entity in Malaysia;
• Assisting in a spin-off exercise involving the sale of the critical care business of a Fortune 500 company, advising on medical device regulations and supporting transitional services during the interim operating period; 
• Assisting in a listing of an Indian fintech company on a foreign stock exchange, conducting legal due diligence and preparing reports for prospectus submission. 

In the course of her practice, Santhyaa has provided regulatory compliance advice and conducted due diligence and audits across a broad range of industries. Her experience spans in oil and gas, renewable energy, logistics, maritime and shipping, capital markets, manufacturing, environmental, occupational safety and health, banking and finance, insurance, moneylending, retail, food and agriculture, courier services, mining, engineering, healthcare, tourism, hospitality and fashion. Key highlights of her regulatory work include:

• Supporting a company in a tender exercise for the construction of a solar photovoltaic facility;
• Coordinating regulatory assessments for a multinational manufacturer establishing a recycled battery centre;
• Advising on the sale of a power plant held by a company under receivership.

Santhyaa has also drafted and reviewed a wide range of commercial agreements, including shareholders’ agreement, share sale and purchase, business and asset transfer, tender documentation for oil and gas and transportation companies, consultancy agreement, power purchase agreement, franchise agreement, retail services, transitional services, tenancy, mining agreement, employment agreement and non-disclosure agreement.

An active member of the Malaysian Bar Council Law Reform Committee, Santhyaa has contributed and provided feedback to draft policy papers and key legislation.

TERTIARY QUALIFICATION

• Bachelor of Laws (Hons), University of London

PROFESSIONAL QUALIFICATION & MEMBERSHIP

• Certificate in Legal Practice, Malaysian Legal Profession Qualifying Board
• Advocate and Solicitor of the High Court of Malaya
• Admitted to the Malaysian Bar: 12 September 2018
• Member of the Malaysian Bar Council’s Law Reform Committee