Jay Liow
Director
Advocate & Solicitor
Jay is a corporate and commercial lawyer with a focus on mergers and acquisitions, venture capital transactions, and general corporate advisory. He advises clients across the full lifecycle of transactions, from early-stage structuring and pre-transaction documentation to negotiation, execution and completion. His practice combines both transactional and day-to-day advisory work, supporting businesses in navigating complex legal and regulatory frameworks with clarity and efficiency.
Jay is regularly involved at the formative stages of transactions, advising on confidentiality arrangements, term sheets and other pre-transaction documentation that set the foundation for successful deal execution. He also advises on a broad range of commercial matters, including shareholder arrangements, licensing and service agreements, and employment-related documentation. He works closely with founders, investors and established businesses, providing pragmatic, commercially driven advice tailored to each client’s objectives.
Practice areas
- General Corporate and Commercial
- Advising on a wide spectrum of corporate and commercial matters, including corporate governance, regulatory compliance, and ongoing business operations. Regularly drafts and advises on commercial agreements such as non-disclosure agreements, service agreements, licensing arrangements, sales agreements, and shareholder agreements.
- Fundraising
- Advises both investors and companies on equity fundraising exercises, including seed to later-stage rounds. Experience includes structuring investments, negotiating term sheets, and drafting definitive agreements, including subscription agreements and convertible instruments.
- Mergers & Acquisitions
- Acts for both buy-side and sell-side clients in domestic and cross-border transactions. Experience spans the full transaction lifecycle, including pre-transaction structuring, due diligence, negotiation, and completion.
- Employment
- Advises on all aspects of the employer-employee relationship, including incentive structures such as share option schemes and phantom share arrangements, remuneration frameworks, and regulatory considerations relating to hiring and termination. Drafts and reviews employment agreements, employee handbooks, and advises on restrictive covenants such as non-compete and non-solicitation provisions.
Deal highlights
- Acted for selling shareholders on the sale of their companies to overseas buyers, including the related financial and corporate structuring.
- Advised the shareholders of a hospitality business on a proposed cross-border sale, involving sellers in several jurisdictions.
- Acted for a purchaser on the acquisition of a franchised business, including franchise-related considerations and acquisition structuring.
- Advised a venture capital investor on a Series A investment in a technology company.
- Advised on a Series B fundraising round for a technology company, using subscription shares and convertible securities.
