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M&A Specialist and Generalist

I didn’t fully appreciate how specialised and broad M&A practice is until I found myself thinking about how various legal issues discussed in the articles I read apply to M&A transactions. While reading an article on whether consideration is required for the variation of contracts, I was reminded of a …

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Linkedin Post

Exclusivity when negotiating an M&A deal

If you are a buyer negotiating to acquire business or shares of a company, you would want to ensure that you do not incur costs during the negotiation only for the seller to end the negotiation and sell to another party. A buyer would want to ensure that the seller …

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Linkedin Post

Material Adverse Effect (“MAE”) Clause in M&A Transactions

I came across the following definition of “MAE” from the American Bar Association’s Canadian Private Target M&A Deal Point Study: “MAE” means any result, occurrence, fact, change, event, or effect that has, or could reasonably be expected to have, a materially adverse effect on the business, assets, liabilities, capitalization, condition …

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Due Diligence

Legal Due Diligence on Public Listed Companies in Malaysia

When conducting legal due diligence on public listed companies (PLCs) in Malaysia, the scope of due diligence is limited by the laws of insider trading. Insider trading occurs when someone uses confidential, non-public information about a company to make a profit or avoid a loss in the stock market. Therefore, …

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Linkedin Post

Don’t Rush the Disclosure Letter in M&A Transactions

In M&A transactions, a disclosure letter sets out the exceptions to seller’s representations and warranties in a sale and purchase agreement for an M&A transaction (“SPA”). Instead of negotiating heavily on sellers’ representations and warranties in SPAs, it is common to provide in SPAs that sellers’ representations and warranties are …

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Lawyering

Is Corporate Practice Less Stressful Than Litigation?

I was asked whether being in corporate practice is less stressful and less hectic than being in litigation practice. I think this kind of generalisation is not particularly helpful. Different law firms have different cultures and expectations of their lawyers. Clients’ demand would also determine whether a particular project or …

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Linkedin Post

Can the Purchaser Rely on the Warranty and Indemnity Clauses in the Share Purchase Agreement?

In M&A transactions, warranty and indemnity clauses are toolkits for protecting the purchaser’s interest. But what happens if the seller can’t fulfill these obligations due to financial reason? A well-drafted clause is only as effective as the seller’s ability to pay. If the purchaser is concerned that the seller may …

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Lawyering

Can I ask you a quick question?

Like other lawyers, I often receive queries via WhatsApp. While I don’t mind answering “simple/quick questions” when they are straightforward, I often find that these quick questions come with underlying complexities. A seemingly straightforward question may require a deeper understanding of the issue at hand, and sometimes I need to …

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Lawyering

Why I Plan Ahead for Corporate Transactions

As a corporate lawyer focusing on M&A and equity capital markets transactions, I always try to plan ahead for corporate transactions. From my experience, lawyers often face urgent deadlines – not always because clients give short notice, but because partners delay giving instructions to the team until the last minute. …

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Corporate Governance

Checklist for Qualifications of a Director in Malaysia

Prior to appointing a person as a director, the candidate must meet the following requirements to comply with the law and enhance the company’s corporate governance. is at least 18 years old; is not an undischarged bankrupt, who has not obtained leave of the Official Receiver or Court to be …

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