Sri Lanka

DL & F De Saram has carved out a strong reputation in banking and finance and is known for its expertise in loans and credit facilities, acquisition finance and private equity finance. Savantha De Saram acted for China Development Bank in a $155 million financing for Avic International Hotels Lanka to carry out a large-scale mixed-use development project in Sri Lanka, the project being categorised as a Strategic Development Project under Sri Lankan law. De Saram also advised the Japan Bank for International Cooperation (JBIC), the guarantor, on a bond issue (to the value of ¥50 billion to ¥100 billion) by the government of Sri Lanka to institutional investors in Japan.

Himali Mudadeniya and Manjula Ellepola of FJ & G de Saram acted for Maybank Investment Bank on the application of Islamic banking principles, including a review of an Islamic murabahah facility agreement, and issuing a legal opinion on the validity and enforceability of the mortgage bond. Ellepola and Ayomi Aluwihare-Gunawardene advised the Bank of Tokyo-Mitsubishi UFJ on a loans and credit facilities matter, including drafting the mortgage bond over shares, and issuing a legal opinion on the validity and enforceability.

Julius & Creasy serves many international banks and financial institutions, advising on everything from loans and credit facilities, and global custody, to aircraft finance and trade finance. Janaki Kumaraguru, who specialises in acquisitions, leveraged finance and syndicated loans, leads its banking and finance practice group. She also focuses on aircraft finance, with experience in acting for foreign lessors of aircraft to Sri Lankan operators.

Nithya Partners has a solid track record of advising local and international banks, other financial institutions, borrowers and sponsors. Naomal Goonewardena advised Standard Chartered Bank, the mandated lead arranger and a bookrunner, in connection with a syndicated loan of $100 million for Sampath Bank. Goonewardena acted for LB Finance in connection with a syndicated loan of Lkr2.28 billion ($14.9 million) for Sampath Bank and Union Bank of Colombo, with Hatton National Bank acting as agent.

DL & F De Saram, led by Savantha De Saram, advised Shapoorji Pallonji and Company on the proposed mixed-use development project under a joint agreement with Sail Development, a local property development company.

The construction and real estate practice at John Wilson Partners has knowledge and experience from construction, leasing and financing to land use and environmental law. John Wilson himself, the managing partner, advised a private client on leasehold rights and assisted in completing the lease agreement on his behalf.

Samadhi Gajaweera of Nithya Partners advised Siam City Cement (Thailand) on clearing title for about 8,000 acres of owned and leased lands located across Sri Lanka, perusing agreements, transfer deeds, rates and tax payments for all owned properties of the companies being acquired. Gajaweera assisted Blue Mountain Properties, a group that offers land and real estate services in Sri Lanka, in advising, drafting and executing sale and purchase agreements for Achilleion, the client’s most luxurious project, in Colombo. The firm also advised ODEL, a public retailing company, in relation to all real estate transactions and legal matters including leasing of lands, drafting agreements and obtaining approvals from government.

DL & F De Saram acted for Lafarge Holcim, the world’s largest building materials company based in Switzerland, in the $400 million sale of its Sri Lankan subsidiary to Siam City. This was one of the largest M&A transactions in Sri Lanka in 2016. Savantha De Saram advised the General Electric Company on its acquisition of ShipExpress’s subsidiary in Sri Lanka. De Saram and Jivan Goonethilleke also acted for the China Harbour Engineering Company on its investment in Hotel 10, a company approved by the Board of Investment of Sri Lanka to carry out a mixed development project, as a joint venture with Access Engineering.

FJ & G de Saram is a major force in corporate and M&A. Shehara Varia, Himali Mudadeniya and Mudadeniya Ellepola advised Indochina Holdings of Australia on acquiring Orit Apparels Lanka (OAL), drafting the share purchase agreement and other transaction documents, and doing the legal due diligence of OAL and Orit Trading Lanka, its fully owned subsidiary.

John Wilson Partners often assists foreign law firms in dealing with Sri Lanka-related matters. John Wilson acted for Australian law firm Herbert Smith Freehills’ client in connection with the institution of litigation against a local business unlawfully in occupation and possession of a substantial property owned by the client in Sri Lanka. The firm also assisted Squire Patton Boggs in carrying out a regulatory review by answering a questionnaire from the perspective of Sri Lankan law to help its client make a decision about choosing the most appropriate jurisdiction to do business.

“An excellent law firm” Julius & Creasy acted for Keppel Land International in its Lkr550 million ($3.6 million)  sale of a 60% stake in a joint venture company to its Sri Lankan partner. The Anandhiy Gunawardhana-led team worked on the drafting of the transaction documents including the share sale and purchase agreement, negotiations as well as advising on the transaction structure. Gunawardhana also advised the Commercial Bank of Ceylon, one of the leading commercial banks in Sri Lanka, on the issue and review of a debenture prospectus. The transaction involved the issue of listed, rated, unsecured, subordinated and redeemable debentures of up to Lkr5 billion, with an option to issue up to a further Lkr2 billion, to raise funds for expansion and meet regulatory requirements.

Headed by Ali Tyebkhan, the corporate and M&A practice at LegalBase advised Mithril Asset Management on drafting, and reviewing the distribution of, a commission agreement in relation to a luxury fund management arrangement, ensuring that Mithril had all the necessary safeguards in place to protect its interest. Tyebkhan advised The Smarty Train, a UK training and recruitment business, on various contractual arrangements particularly related to labour and employment issues. The team also conducted drafting and negotiations of various service agreements with the Smarty Train’s clients.

Nithya Partners, a full service law firm, was on the other side of the Lafarge Holcim transaction, acting for the Siam City Cement Public Company on the acquisition of Holcim Lanka, one of the largest manufacturers of cement in Sri Lanka, for $400 million, one of the largest transactions in the Sri Lankan M&A market in 2016. The transaction was important due to the sectoral issues relating to its operations, requiring various approvals. Arittha Wikramanayake advised Group Lease (Thailand) on its acquisition of a 30% stake in Commercial Credit and Finance. Wikramanayake also advised and represented Mobitel, the national mobile service provider in Sri Lanka, in the acquisition of E-Channelling. The team worked on an extensive due diligence of the assets and IP rights and drafted transactional documentations.

Clients hold DL & F De Saram in high regard for its “highly competent team”. Savantha De Saram and Jivan Goonetilleke acted for ADM Asia-Pacific Trading in an action seeking registration and enforcement of an arbitration award obtained by the client from the International Court of Arbitration of the International Chamber of Commerce in Singapore against a company based in Sri Lanka. Manjula Sirimane is defending the BBC against a defamation suit instituted by Dilith Jayaweera, a businessman, about certain comments made in an interview conducted by the BBC Sinhala Service with a well-known public figure in Sri Lanka which was broadcast by the BBC World Service.

Avindra Rodrigo heads the dispute resolution and litigation practice at FJ & G de Saram, a firm which specialises in commercial litigation including company and shareholder disputes. Rodrigo represented Shangri-La Investments Lanka in an injunctive relief against a catering company which provided meals and other food for the client’s employees at a luxury hotel owned and operated by the client. Rodrigo also advised Damco Logistics, formerly known as Maersk Logistics Lanka Centre, in a dispute where IWS Logistics, Inter Freight and IWS Holdings sought orders to restrain the client from occupying premises leased to the client. 

John Wilson Partners is widely recognised for its strength in dispute resolution and litigation, particularly in IP and IT, telco and media. The firm advised Fox International Channels Asia Pacific, Hong Kong regarding the recovery of a debt in Sri Lanka relating to a pending payment for a global media advertising campaign aired during 2014 and 2015. The firm provided advice on disputes, and the co-ordination and conduct of any negotiations and potential litigation.

“Nithya Partners is probably one of the best law firms in Colombo, Sri Lanka with multi-faced capability such as litigation, commercial [law], and criminal [law],” says one client. Chanaka De Silva and Aruna Samarajewa represented Sri Lanka Telecom in one of the most significant disputes in the information and communications technology (ICT) sector in Sri Lanka to date. The team initiated two actions in court: one to seek a writ of certiorari against the regulator for temporarily permitting its competitor to provide fibre optic connections to its customers without having lawful authority, and the other to pursue a fundamental rights action against the regulator for recommending the grant of a fresh licence, which conflicted with the legitimate expectation given to the client. Naomal Gunawardena has been praised for his deep expertise in both financial and commercial law.

DL & F De Saram advised a leading Chinese state-owned enterprise on the establishment of a 400 megawatt (MW) LNG (liquefied natural gas) power plant. Savantha De Saram advised on the regulatory framework and transaction documents, such as the implementation document, power purchase agreement, and operation and management agreement. De Saram also advised China Machinery Engineering Corporation on preparing a report for investing in a power project as an equity investor or the client acting as an engineering, procurement & construction (EPC) contractor in a power project in Sri Lanka based on the survey provided by the client.

Julius & Creasy advises on licensing and project regulation, negotiation and preparation of project-related documents, project financing and construction of power projects. JM Swaminathan and Anandhiy Gunawardhana are the key partners to note.

Chanaka De Silva at Nithya Partners acted for Colombo Power on all legal matters following the expiry of a power purchase agreement with the Ceylon Electricity Board (CEB) and the CEB’s decision to exercise its option to acquire the underlying facility, a 60MW Barge Mounted Power Plant. De Silva also advised AES Corporation of the US on its divestment of its interest in Sri Lankan subsidiary AES Kelanitissa, which owns and operates a 163MW combined cycle power plant.

“DL & F De Saram provides professional, clear and structured advices,” a client notes.  Anurudha Perera and Prabash De Saram acted for Laugfs Lubricants, an automobile and industrial lubricant products manufacturer and retailer, on their national trade mark registrations. Global brand owners select the firm for IP portfolio management and trade mark
registrations.

John Wilson Partners is widely recognised for its capability in IP, especially when serving brand owners in various infringement and domain name disputes. John Wilson himself represented the Japan External Trade Organisation in anti-counterfeiting and anti-piracy matters. The firm also acted for Harley Davidson USA as a local agent and legal counsel to register its trade marks in various classes. “John Wilson is known for its IP works,” says a peer.

Jayanta Swaminathan and Anomi Wanigasekera lead Julius & Creasy’s IP practice group, which acts for domestic and international clients together in various IP prosecution and contentious matters. In the last 12 months, Swaminathan and Wanigasekera frequently advised clients on IP registration and unfair competition.

Nithya Partners has advised Maliban Biscuit Manufactories (Sri Lanka), one of the largest manufacturers and exporters of biscuits in Sri Lanka, on various IP matters for many years. Chanaka De Silva, Samarajewa Aruna and DM Karunaratne represented the client in seeking a permanent injunction against a competing manufacturer. Karunaratne advised ODEL (Sri Lanka), a manufacturer of switch gears and electric panel boards for export, in defending an international patent granted by the National Intellectual Property Office of Sri Lanka, and filed objections to prevent a competitor seeking to register a similar industrial design.

DL & F De Saram acted for the China Communications Construction Company and China Harbour Engineering in the establishment of a specialist industrial zone in the district of Hambantota in partnership with the government. The team also advised the clients - the members of the consortium - on the acquisition of the Hambantota Port for a concession period of 30 years, also in partnership with the government. Aloka Nandasena and Hansi Abayaratne are the rising stars to note.

Chanaka De Silva at Nithya Partners advised a Korean company who wanted to invest in the country’s fisheries sector. The team advised on the applicable laws and procedure to obtain cabinet approval for a foreign entity to invest in a company involved in coastal fishing, which is an area restricted from foreign direct investment. De Silva also acted for Habitat for Humanity Sri Lanka on structuring a consortium to implement the project funded by a grant awarded by the EU and on the terms of the grant agreement between the parties.

DL & F De Saram advised Hewlett-Packard AP (Hong Kong) when it deregistered its branch office in Sri Lanka. The firm also advised Siemens India to restructure its operations undertaken under the name of its liaison office in Sri Lanka. Savantha De Saram and Jivan Goonethilleke acted for Archer Daniels Midlands Europe on the restructure of Chemcel, its affiliate company, which saw ADM make its exit from the company.

Clients recognise DL & F De Saram’s shipping, maritime and aviation team for its “pre-eminent shipping lawyers in Sri Lanka”. Jivan Goonetilleke advised Hanjin Shipping in an action related to the arrests of vessels previously chartered by the client and in in rem admiralty proceedings where goods and services, i.e. bunkers, have been supplied to vessels previously under charter to Hanjin Shipping. Goonetilleke also advised Shipowners’ Protection on the prosecution of the master of the MT LMS Laxapana (under the ownership of a member of the client) under the Marine Pollution Prevention Act in relation to oil spillage from the ship.

Julius & Creasy’s tax practice group advises clients on both legal and regulatory matters arising from transactional works such as financing, corporate and M&A deals including joint ventures, restructuring, funds and securitisations. The team supports companies in tax disputes, tax planning and international taxation. Anandhiy Gunawardhana and Diluka Rodrigo are the leading partners in the practice. 

The tax practice at Nithya Partners, led by Naomal Goonewardena, works closely with other practices such as corporate and IP to help clients implement tax-efficient structures. Goonewardena represented Seylan Development Bank in a dispute relating to a tax assessment concerning whether the losses incurred by the client before the commencement of a tax holiday were deductible from its profits during the tax holiday under the Inland Revenue Act No 10 of 2006. Goonewardena also represented Kegalle Plantations in a dispute concerning the interpretation of an agreement pertaining to the uprooting of rubber trees.