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A Century of Shearn Delamore & Co.
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The Origins of Shearn Delamore & Co.

We trace our heritage to the early twentieth century, just a decade after the founding of the Federated Malay States, and 42 years before the establishment of the Malayan Bar.

The precursor to Shearn Delamore & Co. was Pooley & Co., a practice established by John Gordon Turney Pooley in 1905.  In 1916, one of Pooley’s assistants, Paul Barnard Ford, left the firm to set up his own practice. Adrian Wilmot Delamore, a New Zealand-trained lawyer, became Ford’s partner in 1922. Their firm was known as Ford & Delamore. Errol David Shearn who joined Pooley & Co. in 1921, took over the firm after Pooley’s retirement in 1925.

The retirement of Paul Barnard Ford from Ford & Delamore in 1937 led to the merger of Pooley & Co. and Ford & Delamore. In 1938, the firm Shearn, Delamore & Co. was established. The four founding partners were E. D. Shearn, A. W. Delamore, F. G. Charlesworth (of Pooley & Co.) and J. T. Tosswill (of Ford & Delamore).

From these expatriate origins, Shearn Delamore & Co. is today is very much a progressive Malaysian firm, with much of its history and practices shaped by the multicultural and dynamic climate of Malaysia. This is reflected in the firm’s involvement in, and contribution to, the development of Malaysian jurisprudence in a myriad of diverse legal fields.

The many cases handled by some of the firm’s striking and formidable personalities, have themselves had a role to play in the evolution of Malaysian society. The past 50 years, have in particular, seen a period of tremendous growth for the firm.

Today, Shearn Delamore & Co. has a team of over 102 lawyers and further support staff of 300, and is proud to be recognised as one of the oldest and largest law firms in the country with a long-standing tradition of integrity, impartiality, professionalism and innovation.

Practice Groups Minimise All | Expand All
Dispute Resolution Practice Group

The Dispute Resolution Practice Group covers a broad spectrum of contentious work, including shareholders and joint venture disputes, matters involving company administration and directors’ duties and liabilities, maintenance and reduction of capital, enforcement of commercial contracts, commodities and futures litigation, white collar crimes, defamation claims, trust and probate matters, as well as banking and insolvency.

The Practice Group has also been involved in a number of notable cases in the area of defamation law, such cases being notable for either the principles established or for the public figures involved, or both.

In The New Straits Times Press (M) Bhd vs. Airasia Bhd, the Supreme Court, then Malaysia’s highest appellate court, held for the first time in Malaysia that when a defendant intended to plead justification and fair comment on a matter of public interest as defences to a claim in defamation, an interlocutory injunction would not be issued to restrain the newspaper from publishing articles or words to similar effect. Robert Lazar acted as Counsel.

Among defamation cases involving public figures are the cases of Dato’ Seri Anwar Ibrahim vs. Dato’ Seri Dr Mahathir bin Mohamad and that of Lee Kuan Yew vs Chin Vui Khen.

In Public international law, the Malaysian Supreme Court also had occasion to deal with the sensitive concept of sovereign immunity in relation to sovereign governments. In the case of Commonwealth of Australia vs. Milford (Malaysia) Sdn Bhd, the first of its kind in Malaysia to be considered by an appellate court, the officers of the Australian Customs Service with the assistance of the Malaysian Royal Customs had raided Milford’s premises and seized certain files belonging to the latter. Milford applied to the Court for the seized documents to be returned. Dato’ Cecil Abraham appeared in the defence of the Commonwealth of Australia. The Supreme Court upheld the arguments advanced on behalf of the Commonwealth, namely that it was entitled to absolute immunity from the jurisdiction of the Malaysian Courts.

As a result of the firm’s diverse practice areas over the years, the firm has had its share of cases that set new precedents and clarified the law for future practitioners, litigants, and judges alike.

Corporate and Commercial Practice Group

The Corporate and Commercial Practice Group is one of the oldest in Malaysia.

The Practice Group’s involvement in the legal and economic development of Malaysia is reflected in the many varied and cutting edge transactions it has advised on in the course of Malaysia’s history.

The Practice Group is proud of a number of firsts. It was involved in the establishment of the first ever proprietary club to be established otherwise than under the Societies Act 1966, with the concept of transferable club membership, that is, the Subang Executive Centre. In 1989, the Practice Group also undertook the establishement of the first Malaysia Property Trust, which was the first unit trust set up in Malaysia for the purposes of investing exclusively in commercial properties.

The firm has historical connections with a number of foreign banks and insurance companies.

In recent history, and particularly after the enactment of the Code on Takeovers and Mergers in 1987, Shearn has been involved in many landmark corporate battles. Among them was the successful hostile takeover of Industrial Oxygen Incorporated Berhad, which succeeded through the open market in an era when this was not common. Another example was the defence of Multi-Purpose Berhad against a hostile bid mounted by Hong Leong Holdings Berhad.

The Practice Group is currently very active in the related field of mergers and acquisitions. In 2004, these included the USD74 million acquisition of Drypers Malaysia Sdn Bhd by the SCA group and the RM64 million acquisition by Nylex Malaysia Berhad of companies in the Ancom group.

On the other side of the coin, the Practice Group also advises on demergers. One of those that is particularly noteworthy was the demerger of Tan Chong Consolidated Sdn Bhd. Three divisions of Tan Chong Motor Holdings Berhad were spun off and subsequently listed on the Hong Kong and Kuala Lumpur stock exchanges respectively.

Intellectual Property Practice Group

Shearn Delamore is a pioneer in the field of Intellectual Property law practice in Malaysia. E.D. Shearn has been credited with drafting major post-war intellectual property legislation, such as the Trade Marks Ordinance 1950 and the Registration of United Kingdom Patents Ordinance 1951. Since the 1970s to-date, partners of the firm serve on government ad-hoc committees responsible for the revision and drafting of new IP laws and legislation. This trend continues with partners of the firm assisting in the drafting of, amongst others, the Industrial Designs Act 1996, the Geographical Indications Act 2000 and the Optical Discs Act 2000. We were closely involved in the amendments made to our Trade Marks Act 1976 to provide for Malaysia’s ratification of the World Trade Organisation Agreement of which the Trade Related Aspects of Intellectual Property Rights (TRIPS) Agreement is an important component.

The Intellectual Property practice was started by Chan Hua Eng in 1957. It was then developed by Harry Elias in the late 1960s. Since then, Dato’ V. L. Kandan, Wong Sai Fong and Karen Abraham have nurtured it into a large, thriving and successful practice.

Tax and Revenue Practice Group

From its pioneering days up to the present era and spanning four decades in history, the Tax and Revenue Practice Group continues to be the oldest, largest and a full time dedicated tax law practice in Malaysia. The Practice Group’s work encompasses everything from the usual aspects of tax law to advising multinational companies, local businesses, and financial institutions on the tax aspects of the most complicated transactions and investments.

The Practice Group has been responsible for establishing many tax principles that form an integral part of Malaysian tax and revenue law and, even in regard to earlier cases, which are still very much relevant and applicable today. Some of these include landmark cases handled by the Practice Group’s founding partner S. Woodhull, who was also known for his successes before the Privy Council in Chua Lip Kong v DGIR, CGIR v T, H v CIR, to name a few. Other notable cases taken up to the Privy Council by S. Woodhull include River Estates Sdn Bhd, the Great Eastern Life Assurance Co. Ltd., Hock Heng Co. Sdn Bhd, Lahad Datu Timber Sdn Bhd and others.

Other leading cases handled by the Practice Group include the first reported case on service tax, Sarawak Shell Bhd v Menteri Kewangan, Kerajaan Malaysia v Jasanusa Sdn Bhd, and more recent landmark cases such as the AIACL case, Bandar Utama City Corporation, Paramount (Malaysia) 1963 Sdn Berhad, Seabanc Kredit, Castrol, Multi-Purpose Holdings Berhad and the Malaysian Bar case.

In addition to being responsible for establishing many tax principles in court, the current partners of the Tax and Revenue Practice Group are also office bearers in various national and international tax and legal organisations, continuing the Group’s proud tradition of being very active in this area of law. Our lawyers have prepared and presented papers on Malaysian Tax and Revenue Law at domestic and international forums, have written articles and contributed to domestic and international tax and accounting journals as well as books on the subject.

Real Estate Practice Group

Lawyers within the Practice Group were involved in a number of notable transactions including the current landmarks in the Klang Valley and other parts of the country comprising development lands, shopping malls and office buildings. 

In the year 2002, we were involved in the disposal of approximately 3,900 acres of land in Selangor by See Hoy Chan Plantations Sdn Bhd to Bandar Setia Alam Sdn Bhd, a subsidiary of S P Setia Berhad (a property developer listed on the Main Board of the Malaysian Stock Exchange), for which the consideration was approximately RM597 million. This was one of the largest land deals to have taken place in the country at that time.

Subsequent to the completion of the See Hoy Chan transaction, we were appointed to represent S P Setia Berhad in its joint-venture with a provident fund and a reputable insurance company for the purpose of acquiring 791.121 acres of the said land from Bandar Setia Alam Sdn Bhd. The joint-venture company develops high-end properties comprising semi-detached houses and bungalows within a gated community known as Setia Eco Park on the acquired land. S P Setia Berhad is one of the largest property developers listed on the Main Board of Malaysian Securities Exchange Berhad.

In the year 2012, we advised S P Setia Berhad in respect of its joint-venture with Sime Darby Berhad and The Employees Provident Fund Board of Malaysia in their acquisition of the Battersea Power Station in London for the purchase price of £400 million, which the joint-venture is re-developing into a mixed residential and commercial development.

In 2014 and 2015, we acted for Eco World Development Group Berhad (“Eco World”), a property developer listed on the Main Board of the Malaysian Stock Exchange, in relation to the following: 

(A) Acquistions of Companies and Development Rights 

(a)   the acquisitions of (i) 2 companies from Eco World Development Sdn Bhd and (ii) the development rights of 8 projects with a combined gross development value (GDV) of RM30 billion from subsidiaries of Eco World Development Sdn Bhd, for a total net consideration of RM1.78 billion; and 

(b)     the subscription of shares in Eco World by the shareholders of Eco World Development Sdn Bhd to partially fund the said acquisitions;

(B) Bukit Bintang City Centre 

(a) a subscription and shareholders’ agreement between UDA Holdings Berhad (“UDA”), Eco World, the Employees Provident Fund Board (“EPF”) and BBCC Development Sdn Bhd (“BBCC”) pursuant to which Eco World, UDA and EPF are investing in and funding BBCC as the vehicle to undertake the joint development of a piece of land in the City of Kuala Lumpur, measuring approximately 78,485.73 square metres or 19.4 acres (“Land”);

(b) a joint-development agreement entered into by BBCC with UDA (“JDA”) to jointly develop the Land into a mixed residential and commercial development comprising, amongst others, a retail mall, an entertainment block, strata offices, office towers, a hotel and serviced residences (“Development”). Pursuant to the JDA, UDA, being the owner of the Land, has granted to BBCC, being the developer of the Development, the development rights to carry out the Development (“Development Rights”) for a total consideration of approximately RM1.013 billion. Shearn Delamore represents BBCC in the JDA.

We also act for S P Setia Berhad in its joint-venture with Mekar Gemilang Sdn Bhd in a company known as Setia Federal Hill Sdn Bhd “(SFHSB”) who entered into a Privatisation Agreement with the Government of Malaysia to undertake the development and construction of a new integrated health and research institute for the Government on a piece of land to be acquired by SJSB for such purpose (“Project Land”) for a total value of RM845 million, in exchange for a piece of land belonging to the Government (“Exchange Land”). SJSB will develop a mixed residential and commercial development on the Exchange Land. We advised S P Setia Berhad in respect of the Shareholders’ Agreement and advised SJSB on the Privatisation Agreement and the Sale and Purchase Agreement for the Project Land. 

We also advised S P Setia Berhad on a Development Agreement entered into between the State Government of Sabah and Aeropod Sdn Bhd, another subsidiary of S P Setia Berhad, pursuant to which Aeropod agreed to develop the new railway station and headquarters of the Sabah State Railways and other ancillary developments, and Aeropod is privately developing a mixed residential and commercial development on the land adjacent to the new railway station.

We represent CLM ISLE INVESTMENT PTE LTD, a subsidiary of CapitaLand Limited, Singapore, in its joint-venture with 2 other companies for the acquisition of development land in Johor Baru, Malaysia for a total consideration of approximately RM811 million. For this transaction, we are also advising the joint-venture company in its capacity as purchaser of the development land with the project being expected to generate a gross development value of approximately RM8.1 billion.

The Practice Group also represented Macquarie Global Property Advisors, a private equity real estate property fund advisory group, in its acquisition of Empire Tower, City Square Shopping Complex, Crown Princess Hotel and Plaza Ampang from Asia Pacific Land Berhad and its related companies, for a total consideration of RM760 million.

We advised on the respective acquisitions of (1) an office tower and (2) a retail mall and car-parks in 1 Mont Kiara, Kuala Lumpur by 1MK Office Sdn Bhd and 1MK Retail Sdn Bhd respectively from Ireka Land Sdn Bhd for the total consideration of RM333 million. 1MK Office Sdn Bhd and 1MK Retail Sdn Bhd are subsidiaries of ARA Asia Dragon Limited, which is a fund managed by an indirect wholly-owned subsidiary of ARA Asset Management Limited, a company listed on the main board of the Singapore Exchange Securities Trading Limited.

We also advised on the acquisition of the total issued shares in Delta Awana Sdn Bhd (“Delta Awana”) by ADF TIGER III Limited, also a subsidiary of ARA Asia Dragon Limited. Delta Awana is the owner of a 3-storey retail mall known as “Aeon Bandaraya Melaka Shopping Centre” in Malacca which is valued at about RM330 million.

We advised CDL Hotels (Malaysia) Sdn Bhd (“CDLM”) in its disposal of a piece of prime commercial land within the golden triangle of Kuala Lumpur, Malaysia to Urusharta Cemerlang (KL) Sdn Bhd. CDLM is a subsidiary of Millennium & Copthorne Hotels plc, a company incorporated in England and Wales. The said land measuring approximately 29,127 square feet was sold for the price of RM210 million and was reported to be the most expensive land deal in Malaysia on a per square foot basis of approximately RM7,200 per square foot at that time.

We acted for CapitaLand Limited and Amsteel Corporation Berhad in their joint disposal of 50% of the issued and paid-up capital of Inverfin Sdn Bhd, the owner of a fifty (50) storey office building known Menara Citibank in Kuala Lumpur, to Hap Seng Realty Sdn Bhd.

The Practice Group also acts for property funds and asset managers in connection with major asset acquisitions (particularly retail malls and office blocks) and mergers & acquisitions with a special interest in property-related companies.

Financial Services Practice Group

Our Financial Services practice group is one of the oldest in Malaysia. The Practice Group remains very active in all aspects of bank financing such as bilateral and syndicated loans, project finance, trade and asset finance and structured finance and regulatory advice in respect of regulatory compliance issues for financial institutions and participants in the capital market (for example, unit trust management companies, investment advisers, and funds management companies). It has in the past, and continues to, play an active role in structuring and documenting transactions relating to the issuance of debt instruments (be it conventional or based on islamic principles).

Employment and Administrative Law Practice Group

Amongst the earlier practitioners in the Industrial Court were Dato’ Mahadev Shankar and Dato’ V. L. Kandan, followed by V. T. Nathan in the earlier 1970s. Nathan became the first lawyer from the firm to undertake a fully specialized practice in Industrial Relations. Sivabalah Nadarajah who currently heads the department, joined the Practice Group in 1984.

Among landmark cases handled by the Industrial Relations and Employment Law Practice Group was the Federal Court case of Fung Keong Rubber Manufacturing (M) Sdn Bhd Lee Eng Kiat & Ors wherein it was ruled that the Industrial Court had no jurisdiction to hear disputes lodged outside the time-frame provided under Section 20 of the Industrial Relations Act 1967. Another Federal Court case handled by the Group was the case of Goon Kwee Phoy v J & P Coats (M) Sdn Bhd wherein it was held that a termination in accordance with the employment contract was still a dismissal under Section 20 of the Act. In the case of Wong Yuen Hock v Syarikat Hong Leong Assurance Sdn Bhd and another appeal, the Federal Court ruled that a the failure to hold domestic inquiry proceedings, did not automatically render an otherwise fair dismissal as unfair. Yet another Federal Court decision involving the Group which resulted in significant developments in Industrial jurisprudence is the case of James Alfred v Korperasi Serbaguna Sanya Berhad, wherein it was held that the Industrial Court was legally obliged to take into account the employees post-dismissal earnings when computing the compensation to be awarded. In Patterson Candy (M) Sdn Bhd, the Federal Court held that the Court’s power to investigate the question whether the Minister’s decision was made with or without jurisdiction must mean that certiorari does not lie by way of an undisguised appeal on an error of fact.

The People of Shearn Delamore & Co.

Over the years, the practice of Shearn Delamore & Co. has been fortunate to be graced by some colourful characters and keen legal minds. The following sets out a brief account of some of our better-known personalities.

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Errol David Shearn

E. D. Shearn was a mild-mannered and methodical lawyer, who had a reputation for being an authority on a wide range of legal matters. He successfully mediated a settlement amongst dissenting elements in the Indian community as to how the rights to perform the various rituals connected with the festival of Thaipusam should be apportioned amongst them. The dispute centred around who should be entitled to tow the Chariot of Lord Muruga to and from Batu Caves. The settlement that Shearn engineered is still observed to this day.

By 1947, Shearn earned the distinction of being appointed the founding Chairman of the newly established Malayan Bar Council.

Errol David Shearn and The Hertogh Case

In 1950, E.D. Shearn appeared before the courts in Singapore in an infamous custody battle that was to lead to the Maria Hertogh Race Riots of 11-13 December 1950. A Dutch Catholic girl, Maria Bertha Hertogh, had been brought up by a Muslim foster family while her parents were interned during the war. Maria’s biological Dutch mother sought her return after her release from internment. When Maria’s Malay foster mother refused, Mrs Hertogh, represented by Shearn, pursued her case in court. At that material time, Maria was married to a Muslim.

Adrian Wilmot Delamore

A. W. Delamore was born in 1891 to a farming family in Panua Bay, North Island, New Zealand. He was educated at Wanganui Collegiate and Victoria University, Wellington. He joined the army when the first world war broke out and was at Gallipolli for the original landing. He was wounded and repatriated in 1917.

Delamore practised in Auckland until 1920 when he became a partner in Ford & Delamore in Kuala Lumpur. He had planned his retirement in 1941 and just got out of Singapore before it fell to the Japanese. He played golf and bridge and was president of the Turf Club.

Robert Humfrey Vere Rintoul

Robert Humfrey Vere Rintoul, the firm’s Seremban partner, graduated from Brasenose College Oxford, where he was a rowing Blue.

Rintoul had escaped to India before the Japanese invasion and became a member of a special unit set up by the British to carry out covert operations behind enemy lines. Immediately after the Japanese surrendered, he took command in the town of Seremban as the Custodian of Enemy Property with his headquarters in the Sungei Ujong Club and resumed his legal practice in Seremban when the British Military Administration ended.

Sometime during the 2nd World War, Rintoul joined Force 136, a resistance group dedicated to disrupting Japanese forces in all occupied territories in any way possible. In early 1945, he was dropped by parachute in the Bahau area of Negeri Sembilan and was approached by Tan Fook Loong, the leader of the Bahau Division of the Malayan Peoples Anti-Japanese Army. Rintoul ended up living in the jungle with Tan in Negeri Sembilan for a good many months.

Many of the cases in which Rintoul was involved appeared in the headlines of the national press. Methodical and tactically sound, not surprisingly, Rintoul was known as a shrewd and dangerous opponent.

Francis George Charlesworth

Born in Zanzibar, Tanzania, Francis George Charlesworth was educated at Cambridge. After moving to Kuala Lumpur, Charlesworth joined Shearn, Delamore & Co. as a founding partner. During the war, he was assigned as a Judge Advocate. He was also recommended as a prosecutor at the Nuremberg War trials, which he declined, and returned to Kuala Lumpur in 1946 to re-establish Shearn’s nascent practice with Shearn and Tosswill. He retired from the firm in 1956, and served on the boards of various tin companies. He received a personal commendation from Lord Louis Mountbatten.

Charlesworth letter

John Terence (Terrie) Tosswill

John Terence (Terrie) Tosswill was a New Zelander by birth and, like Charlesworth, the son of a doctor. He qualified as a solicitor in London and moved to Kuala Lumpur after answering an advertisement placed by Delamore.

When the Japanese army invaded Malaya in 1943, Tosswill, who had fled to Singapore, was captured by the advancing Japanese and taken to a prisoner-of-war camp in Java. Tosswill retired in 1953.

Chan Hua Eng, OBE

Chan Hua Eng was the firm’s first Malaysian partner and was President of the Malaysian Bar from 1974 to 1976.

A great corporate lawyer, who made his mark in the world of business and commerce, Chan nevertheless also shone as a litigator in what must be one of the firm’s most unique cases, when he defended a dachshund belonging to Peter and Helen Hall, who had habitually bitten the postman. Chan displayed his acute understanding of human nature when he produced the dog as an exhibit in court. The dog’s demeanour was so placid and sweet natured that the court was persuaded by the defence that the postman must have provoked the dog beyond acceptable limits. The dog was acquitted.

Dato’ Ronald (Ronnie) Khoo Teng Swee

Described as the life and soul of Shearn’s events and a great lover of life, Dato’ Ronald (Ronnie) Khoo Teng Swee was a charismatic and vibrant character and his love for the trumpet led him to perform at various jazz clubs while practising law. He was the Chairman of the Selangor Bar Committee from 1975 to 1977, Vice-Chairman of the Malaysian Bar Council in 1983, and Chairman from 1984 to 1986. He was also a committee member of the Selangor Turf Club and was actively involved in the corporate sector and numerous charitable organizations.

Sandrasegaran (Sidney) Woodhull

Sandrasegaran (Sidney) Woodhull, the pioneer who established the firm’s Tax & Revenue Practice Group, was also a Socialist and instrumental in the formation of the Socialist Club at University of Malaya in Singapore and the Pan-Malayan Students Federation, both in 1953.

His colourful past included being arrested by the Singapore Government under the Public Security Ordinance while he was secretary of the Naval Base Labour Union. He was later identified by The Sunday Times as one of the ‘Big Six’ of the Middle Road trade union leaders. A political prisoner, he was released from Changi Jail after being detained for 31 months.

He later quit politics for good and was reported to have said that, “experience has shown me that Communist activity has mucked things up for the non-Communists”. Sidney was now free to apply his sharp wit and keen intellect to his career in Shearn, to the firm’s immense benefit. Among other things, he took up many tax appeals to the Privy Council, one of which was the locus classicus case of Chua Lip Kong v. DGIR. This case established the principles for the Commonwealth as to how a Case Stated should be prepared by the Special Commissioners of Income Tax for the consideration of the High Court.

V. T. Nathan

A formidable advocate for employers, V.T. as he was generally known, became actively involved in industrial relations in the 1970s. The dedication and fervour with which he espoused his clients’ cases were legendary and his commitment was no more so apparent than when he suffered chest pains but continued with his submissions during a judicial review hearing involving the largest employee’s trade union and the largest trade union for the employers. When the hearing concluded, he was rushed off to a hospital where it was discovered that he had suffered a heart attack.

V.T. was involved in many landmark decisions in both Industrial Law and Administrative Law. He appeared in a number of cases, which went up to the Privy Council. He retired in 2000 but it is a testimony to his contributions in this field that many of his cases are still cited as leading authorities to this day.

Apart from the law, V. T. was very active in the Malaysian Red Crescent Society and the World Red Cross Society. He is also an avid stamp collector and has a keen interest in photography.

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