Roslyna Latif

Roslyna is a Partner and heads our Corporate and Commercial Practice Group with extensive experience in corporate matters and banking law.

She started her career with the Attorney General's Chambers (Civil Division) ("AGC") in Brunei Darussalam where her portfolio included being part of the legal team which negotiated Bilateral Investment Treaties and Double Taxation Agreements on behalf of the Brunei Government. After over six years with AGC, Roslyna moved to Kuala Lumpur, Malaysia to join HSBC Bank Plc as part of an offshore legal team based in Kuala Lumpur that provides support to HSBC Bank Plc's legal team in the United Kingdom where she provided commercial legal support, guidance and assistance to the UK Retail Bank Network and centralised areas covering both Commercial Banking and Retail Banking, and Wealth Management. Roslyna also managed a trademark licence team responsible for protecting the reputation and image of HSBC Group. Roslyna later joined Citibank Malaysia as part of the APAC Regional Contract Management Team responsible for managing contract negotiations within regional/global corporate clients of Citi's Wholesale Cards and Cash Management products spanning across sixteen markets in Asia Pacific.

Since joining HEP Law in 2016, Roslyna has handled complex corporate and commercial matters ranging from mergers and acquisitions, reorganisation of group companies, takeovers, due diligence, joint ventures and providing legal and advisory services for corporate clients including Government Ministries, Government-Linked Companies, banks and financial institutions, as well as local, regional and international companies.

Roslyna Latif, qualified in Brunei Darussalam to practice Brunei Law, not registered as a foreign lawyer practising in Singapore, not regulated by the Law Society of Singapore and not a member of the firm.

• Engaged by a mulitnational law firm (acting on behalf of its client, a Chinese electric power project developer) with respect to the establishment of a single national utility company (PowerCo) to own, operate and develop the power sector in Brunei on a long-term basis ("PowerCo Project") where it is intended that all the existing power assets will be transferred from the 2 existing power providers to the PowerCo. The client intended to participate in an RFP issued by Brunei's government-owned investment holding and asset manager, seeking a technical partner to provide managerial expertise, direction and assistance in the implementation of the PowerCo Project. We prepared a Report for the client which included review of the Asset Transfer Agreement, review of the legal and regulatory framework in relation to the transaction, employment matters, due diligence on the two existing power providers.

• Assisted a state‑owned telco infrastructure operator to pursue a claim for unpaid invoices for services rendered to a Malaysian company. We issued letters of demand and assisted the client to commence arbitration proceedings in SIAC when settlement negotiations failed. After the Notice of Arbitration and Statement of Claim was filed with SIAC under the expedited procedure, parties engaged in settlement negotiations led by the respective parties’ legal counsel. The Malaysian company agreed to pay the full amount claimed, along with late payment charges, as well as payment of half the arbitration cost and expense incurred by our client. We then prepared the Settlement Agreement which was executed by both parties.

• Advised a foreign private equity firm with respect to the sale of its 50% shares in a Brunei company ("Company") to one of the minority shareholders ("Buyer"). The Buyer is also majority shareholder of the remaining shareholder of the Company ("3rd Shareholder"). Our client and the Buyer entered into an SPA, however, the Buyer failed to pay the full consideration for the purchase of the sale shares in accordance with the SPA. Following negotiations, our client agreed to amend the payment terms of the SPA to allow the Buyer to pay the remaining unpaid consideration in two instalments in exchange for a pledge over 8% of the issued share capital of the Company as security comprising of the Buyer's shares in the Company and a percentage of the 3rd Shareholders shares in the Company. We prepared the Share Pledge Agreements and Deed of Amendment of SPA.

• Advised a global financial institution ("Client") with respect to an unlisted security deposit locker ("Locker") belonging to a deceased client. This matter was complex because the deceased as well as the appointed administrator are foreign nationals and the appointed administrator of the deceased's estate had already closed the deceased's accounts with the Company prior to the discovery of the Locker some years later. Also, the list of assets under the foreign letter of administration did not include the Locker. The Locker contained a significant amount of cash and the Client was unable to locate the appointed administrator. We were able to advise the Client on the necessary actions and next steps to be taken to protect the Client’s interests and minimise any liability on its part. We also liaised with a Malaysian firm in order to locate the appointed administrator which we were successful in doing. The matter was interesting due to the interplay between Brunei's Banking Order 2006 ("Order") and international probate processes, as well as the need to navigate issues related to unclaimed property. Key questions arose concerning whether the Order’s provisions for unclaimed monies applied to the Locker, what steps needed to be taken for the foreign letter of administration to be accepted in Brunei by the Client and how the Client could approach the appointed administrator under confidentiality constraints. We conducted a review of Brunei’s relevant statutes, including the Order and Probate and Administration Act (Cap. 11) to provide comprehensive guidance on how to resolve the issues.

• Advised a multinational law firm (acting on behalf of their client, the government of a middle eastern country) on sovereign immunity under Brunei law. We provided comprehensive analysis on sovereign immunity under Brunei law, in support of their legal opinion to their client. This included examining how Brunei incorporates customary international law and the extent of immunity granted to high-ranking officials, diplomats and other officials in civil and criminal matters, and the relevance of English common law under the Application of Laws Act.