Documentation as a sequence, not a collection of tasks
A financing transaction produces a set of documents that relate to each other in ways that matter. The facility agreement governs the conditions under which the loan is made. The security documents provide for enforcement if those conditions are breached. The closing conditions connect the two. Each document needs to be read against the others — a gap in one becomes a problem in another at the worst possible time.
kencanapad approaches each engagement as the management of a document sequence. This means being engaged at the term sheet stage, not after the facility agreement has already been drafted and negotiated, and attending to the security package in parallel with the facility documentation rather than as an afterthought once the facility is agreed.
Term Sheet Review
Commercial terms negotiated now determine what the legal documentation will contain. Engagement at this stage is more effective than reviewing a document that has already locked in problematic positions.
Facility Documentation
The facility agreement is reviewed and negotiated with borrower interests in focus — MAC clauses, covenant packages, cure periods, and default remedies addressed as a coherent whole.
Security & Closing
Security documents are reviewed in light of the facility agreement, not in isolation. Closing conditions are managed against a checklist, and post-closing registration obligations are tracked.
Facility Documentation & Borrower Advisory
An advisory and drafting practice for corporate borrowers negotiating bilateral or syndicated facilities with Malaysian and regional lenders. Scope includes review of term sheets, mandate letters, and commitment letters; negotiation of facility agreements, security documents, and intercreditor arrangements; and attendance through closing.
The practice takes a borrower-protective posture on typical pain points — financial covenants, material adverse change language, and default cures — while preserving the commercial relationship with the lender. The engagement is led by a senior practitioner from first reading to signed signature pages.
What is included
- Term sheet, mandate letter, and commitment letter review and comment
- Negotiation of facility agreement, conditions precedent, and representations
- Review of financial covenants, MAC clauses, and event of default provisions
- Security document review in conjunction with facility documentation
- Intercreditor and subordination arrangements where required
- Closing attendance and post-closing conditions management
Timelines depend on lender process and complexity. Assessment provided after term sheet review.
Security Creation, Enforcement & Recovery
A transactional and enforcement practice covering the creation of security interests (charges under the National Land Code, debentures, assignments of receivables, share charges), perfection and registration, and, where facilities fall into default, the measured taking of enforcement steps.
The approach emphasises clear communication with all stakeholders and a sequencing that preserves options until they are plainly no longer needed. Enforcement steps — appointment of receivers and managers, statutory demands, and winding-up proceedings — are taken in a considered order that maximises recovery prospects.
Scope of work
- NLC charges — creation, perfection, and registration at land office
- Debentures, fixed and floating charges over assets and undertakings
- Assignments of receivables, book debts, and insurance proceeds
- Share charges and pledges, including perfection requirements
- Receiver and manager appointments and instruction
- Statutory demand service and winding-up petition proceedings
Default assessment — review of facility agreement default provisions and cures available to borrower
Demand letter — formal demand for repayment with notice period prescribed in facility agreement
Security enforcement — appointment of receiver/manager and taking control of secured assets
Winding-up proceedings — statutory demand followed by petition where other remedies are insufficient
Islamic Finance & Structured Transactions
A dedicated Islamic finance practice covering Murabahah, Ijarah, Istisna', Musharakah Mutanaqisah, and Sukuk transactions under the Islamic Financial Services Act 2013 and Shariah Advisory Council rulings. Scope includes structuring review, documentation drafting, coordination with the client's Shariah adviser, and attendance at regulatory touchpoints.
The practice also handles structured and asset-linked financings with cross-border elements, including Labuan-booked transactions and regional syndications. Engagements are led by counsel with direct experience of Malaysian market drafting conventions.
Transaction types covered
- Murabahah and Tawarruq commodity financing documentation
- Ijarah and Ijarah Muntahia Bittamlik (lease to own) structures
- Musharakah Mutanaqisah (diminishing partnership) for property financing
- Sukuk issuance documentation and SAC coordination
- Labuan-booked Islamic finance facilities and cross-border syndications
- Istisna' and forward delivery structures for project and infrastructure financing
All Islamic finance documentation is reviewed against the Islamic Financial Services Act 2013 and applicable BNM policy documents.
SAC rulings and AAOIFI standards are referenced at the structuring stage and maintained through documentation review, not applied retrospectively.
Shariah adviser coordination is treated as a parallel track to legal documentation, not a sequential step after execution.
Choosing the right service
The three practice areas address distinct stages of the transaction lifecycle. Many clients engage kencanapad across more than one area as a transaction develops.
| FEATURE | Facility Doc & Advisory | Security & Enforcement | Islamic Finance |
|---|---|---|---|
| Starting fee | RM 1,900 | RM 3,650 | RM 5,600 |
| Term sheet review | |||
| Facility agreement negotiation | |||
| Security creation & perfection | |||
| Enforcement proceedings | |||
| Shariah compliance review | |||
| Cross-border syndications |
Professional standards across all practice areas
Confidentiality
All matter information is subject to legal professional privilege. Personnel confidentiality obligations are maintained through formal undertakings, not informal practice.
Engagement letters
Scope, fee, and timeline are set out in a written engagement letter before any substantive work begins. Fee revisions require written agreement of an amended scope.
Conflict procedures
Formal conflict checks are run at the outset of every engagement. The firm does not accept instructions where an unresolvable conflict is identified.
Document control
All document versions are tracked across the transaction. Clients receive a complete closing bible at transaction completion, organised in execution order.
CPD compliance
All practitioners maintain Malaysian Bar CPD requirements. Islamic finance counsel participates in ongoing INCEIF and AIBIM professional development activities.
Data handling
Client data is stored under internal protocols consistent with PDPA 2010 requirements. Document retention and destruction follows a scheduled process reviewed annually.
Tell us about your transaction
The most useful first step is a brief description of the transaction — its stage, the parties involved, and the timeline you are working toward. From that, we can indicate whether and how we can assist.
Contact the Firm