Siva Sothi s/o K. Sothinathan

Email: ssothi@tjlawcorp.com

Qualification:
LL.B (Hons.) (2nd Class Upper) National University of Singapore
Admission:
Singapore Bar, 1993
Language:
English, Bahasa Malaysia


Areas of Practice:

Siva has 23 years post qualification experience in private practice and as an independent consultant to various local and overseas clients in relation to advice on corporate, compliance and other contractual issues. He is also an experienced litigation lawyer and combines his expertise in various aspects of law to provide practical legal solutions.

Experience:

Corporate Finance, Compliance and Banking and Finance:
        • acted for issuers and underwriters in drafting the relevant documents and dealing with the relevant authorities in relation to the listing of companies on the stock exchange of Singapore (“SGX”) including drafting and reviewing of the prospectus, drafting the listing application to the SGX, the service agreements for executive directors and key executive officers;
        • drafting the relevant documents to effect restructuring of a group of companies prior to listing, liaising with tax experts to achieve the most tax efficient group structure in the restructuring exercise, conducting due diligence on group companies prior to the listing exercise (including reviewing and liaising with foreign legal counsel in respect of due diligence reports prepared in respect of foreign subsidiaries);
        • assisting in rights issue exercises of shares by companies listed on the SGX including being the first to come up with a structure to enable a company listed on the SGX to issue shares at a discount to its par value;
        • assisting clients with a mandatory, voluntary and  the reverse takeover of  companies listed on the SGX including advising on the requirements of the Singapore Code of Takeover and Mergers, the SGX Listing Manual, the Securities and Futures Act and the Companies Act;
        • advising clients listed on the SGX on the continuing listing requirements of the SGX including disclosure requirements and the requirements to obtain shareholders approvals (Chapter 10 Listing Manual) and drafting of circulars to be issued to shareholders and announcements to be issued by such clients as well as advising their audit committees as their duties in respect of transactions entered into by such companies;  This includes transactions whereby the company listed on the SGX disposed of substantially its entire business or one of its major assets;
        • advising in corporate aircraft purchase and financing transactions;
        • reviewing indentures and associated documents relating to note facilities of US$230 million and US$250 million as well as documents seeking consent from note holders to variations of such notes;
        • conducting due diligence on a Singapore incorporated company, a subsidiary of a Cayman Islands company seeking listing on the Taiwanese Stock Exchange; and
        • financing for management buyouts including drafting the relevant documents for the whitewash procedures prescribed by Section 76 of the Companies Act to permit a company to finance the acquisition of its own shares.

 

Litigation:

Represented clients in the Subordinate Courts, High Court and Court of Appeal for various hearings and trials including matters relating to, among others:

        • oppression by majority shareholders over minority shareholders as well as rights of shareholders in a company;
  • disputes relating to breach of confidentiality agreements, non-competition agreements and breach of fiduciary duties by employees as well as disputes relating to employment contracts;
  • obtaining approval of the High Court for the rectification of records of a companies, approval of sale of assets by a liquidator, approval of the issue of shares by a company at a discount to the par value of its shares;
  • breach of contracts and Debt recovery; and
  • divorce and family issues.

 

Others:
        Siva has also in the past given seminars on various topics such as employment disputes, contractual disputes etc at the Singapore Institute of Management as well as seminars organised by companies such as Asia Business Forum Pte Limited. He also did a seminar for the Institute of Certified Public Accountants in relation to the previous amendments to the Companies Act.