Janet L H Looi

Practice Areas

- Mergers & Acquisitions

- Corporate Governance

- Corporate Restructuring

- Environment

- Competition

Professional Memberships

Mediation:

- Accredited Mediator of the Malaysian Mediation Centre (from May 2019)

Professional Affiliations:

- Regional Vice Chair (Asia Pacific), Lex Mundi Managing Partners Committee

- Board Member, Lex Mundi (2007 to 2011)

- Chair Emeritus of the Environmental Law Committee of Lex Mundi

- Honorary Fellow of the Association of Fellows and Legal Scholars of the Center For International Studies, Salzburg, Austria

- Regional Vice Chair (Asia Pacific), Lex Mundi Women in The Law Committee (2011)

- Served on GOAL Task Force and Diversity Committees of Lex Mundi

Publications

- Co-Author, Chambers Global Practice Guide – Investing In…2022 (2022)

- Co-Author, Lex GDTD Corporate Governance in Malaysia 2021

- Co-Author, Malaysian chapter of the Primer on Climate Change: Directors’ Duties and Disclosure Obligations (June 2021), an examination of directors’ duties and disclosure obligations in respect of climate change jointly published by the Climate Governance Initiative and Commonwealth Climate and Law Initiative.

- Co-Author, Lex Mundi Climate Change Guide (2021)

- Moderator & Panelist - Climate Change & Directors’ Duties Webinar organised by Skrine with the Climate Governance Malaysia (a part of the World Economic Forum) (June 2020)

- Co-Author, Malaysia Chapter – Global Legal Insights to Merger Control (2019)

- Co-Author, Malaysia Chapter – The Mergers & Acquisitions Review, Law Business Research (2014)

- Author, Malaysian Chapter – Global Legal Group, the International Comparative Legal Guide to Environment Law (2010)

- Author, Malaysian Chapter – “Environmental Law and Enforcement in the Asia-Pacific Rim”, Sweet & Maxwell Asia (2007)

- “Author (with Jacqueline Welch), Annotation of the Environmental Quality Act 1974 – Annotated Statutes, Malayan Law Journal

- Author, Malaysia Chapter, Guide to Financial Services Regulations in Asia Pacific (2012, 2013, 2014)

- Presented “Key Developments On Mergers And Acquisitions In Malaysia” at the Herbert Smith Pan-Asian 2004 seminar.

- Chair of session on “Corporate Social Responsibility vs Profitability: The Current Issues Facing Corporations and Environmental and Corporate Counsel” at the Fourteenth Inter Pacific Bar Association Conference in Seoul, Korea in May 2004.

- Presented “Directors’ Personal Liability for Environmental Offences” at the Federation of Malaysian Manufacturers’ seminar on “Managing Business Risks In An Environmental Context” on 11 August 2004 organised in collaboration with Skrine.

- Presented “The Relevance of Corporate Social Responsibility (CSR) for Asian Business” at the Asia Corporate Governance Conference 2005 organised by ASLI.

- Planned and organised the Corporate Social Responsibility Plenary Session of the Lex Mundi Asia Pacific Regional Conference in November 2005.

- Presented “Key Developments on Mergers and Acquisitions in Malaysia” at the Herbert Smith Pan-Asian seminar, February 2006, Singapore. Practical Aspects of Joint Ventures in Malaysia” published in the Asian Commercial Law Review (a Journal of Commercial Law and Regulation in the Asia-Pacific Region) Volume 1 Issue 3 (June – July 1996).

Personal

To' Puan Janet Looi is the Senior Partner, Head of Corporate and Co- Head of the ESG Group of Skrine. Janet leads the teams in M&A and advice to boards and corporations on corporate governance, corporate responsibility and climate change, environmental and sustainability linked risks. The work regularly includes advising GCs and senior management on cross border and complex M&A transactions, business sales, acquisitions and restructurings, as well as structural changes to achieve the corporations' goals and objectives taking into account stakeholder requirements. and board responsibilities for climate strategy and sustainability risks.

Janet has been named as a distinguished practitioner and leading individual for her takeovers, mergers & acquisitions and cross borders transactions work by several leading publications such as Chambers Global, Chambers Asia Pacific, and Who's Who Legal (WWL): Southeast Asia 2022, in which she is listed as a Recommended National Leader in the area of Corporate Governance, and in the International Who's Who of Business Lawyers in the same practice area.

Janet also leads the Firm's offerings on the ESG and climate risks front, carbon credits and carbon offsets and stakeholder engagements. She has conducted many briefings on board responsibilities for climate strategy and sustainability risks and managed workshops on critical environmental issues such as water sector reform and implementation of a carbon offsets program in Malaysia.

As an independent non-executive director (NEID) member of the Audit and Risk Committee on a PLC, Janet was instrumental in ensuring the incorporation of climate change and environmental risks into the risk assessment and management framework early on, as well as review of corporate governance structures to incorporate checks and balances to ensure the sustainability risks are properly managed. While acting as NEID, she was a member of the Nomination and Remuneration Committee on implementation of compensation structures linking key management personnel's salaries to net zero plans of the PLC. Janet has extensive experience on cross border and local M&As, joint ventures, shared service centres and outsourcing involving financial institutions, particularly in the insurance and takaful sectors. These include structuring, strategic input on the organisational and operational changes required in order to achieve the goals and priorities of the corporations, input on expectations of the regulators such as Bank Negara Malaysia with regards to how to meet their regulatory requirements and engagements with the regulators. Major environmental projects of which Janet was lead partner include Peninsular Malaysia’s first integrated scheduled waste management centre, a State project on the formation of one entity and body corporate for State water supply, the Government of Malaysia and Government of Denmark Integrated River Basin Management (IRBM) joint project which culminated in the drafting of the Kedah Water Resources Enactment and a year long engagement on water sector reform for one of the States in East Malaysia.

Janet has provided many briefings to financial institutions and corporations including to the Malaysian Investment Bankers Association and the Institute of Company Directors Malaysia on the implications of the fast changing landscape of regulators' policies and expectations on ESG and sustainability risks, laws and directors duties and climate related litigation. These briefings review in detail the requirements of Bank Negara Malaysia under the Climate Risk Management and Scenario Analysis document, the SC Guidelines on Conduct of Directors of Listed Companies and Subsidiaries and Malaysian Code on Corporate Governance. The briefings are accompanied by case studies on climate adaptation and mitigation of the physical, economic and transition risks involved. Janet has advised on many board governance structures and directors' duties in the context of group companies, conflicts of interest and duties of directors, and also how to mitigate against incurrence of personal liability as directors and shareholders' liability arising from lifting of the corporate veil. Janet leads the firm's offerings also on corporate ESG and supply chain due diligence, review of policies and materials on net zero paths to highlight greenwashing risks, and advises on emergency response plans and remedial actions for environmental incidents and mitigation of reputational damage. Janet co-authored the Malaysia legal opinion on directors' duties and disclosure obligations in the context of climate change risks for the Commonwealth Climate and Law Initiative published in July 2022. This was the first comprehensive legal opinion to Malaysian boards on their duty to urgently apprise themselves of all aspects of climate change that can affect their companies. The opinion has been oft cited by general counsels to their boards. The Malaysian chapter Investor Guides to Support Corporate Engagement for the Net Zero Transition in Asia published by Client Earth published by Client Earth and the Asia Investor Group on Climate Change (AIGCC) which sets out shareholder remedies and shareholder engagement mechanisms was also contributed by Janet.

Janet is also the lead legal and regulatory consultant for the World Bank project on carbon crediting and offset system in Malaysia working with Prof Kenneth Richards of The Gnarly Tree Sustainability Institute and the Environmental Defense Fund.