M&A from the purchaser’s perspective: Obligations and liabilities
In an M&A transaction, the purchaser should consider whether any of the following obligations and liabilities are relevant to its acquisition: 1. Where the target has obtained financing facilities which are secured by guarantee provided by the seller in favour of financial institutions, is the purchaser required to step in …
M&A: Retention of promoters or founders post acquisition
In an M&A transaction, it is common to retain promoters or founders who are instrumental to the success of a target company after the acquisition. The SPA typically provides for employment agreements or service contracts to be entered into between the target company and the promoters or founders on terms …
M&A: Asset sale and purchase
One of the advantages of asset sale and purchase compared to share sale and purchase is that a buyer gets to choose specifically the assets and liabilities which the buyer wants to acquire while leaving the rest with the selling company. Depending on the assets being acquired, the transfer of …
Ten most viewed posts in 2022
My name is Mei Ying (美瑛). Wong (黄) is my surname. I am a corporate lawyer with focus in the M&A and equity capital markets practice areas. Through my Linkedin posts, I share the insights I gain from my work, what I learn from my reading, and my observations about …
Formatting in legal work
While reviewing a lengthy document consisting of tables spanning just short of 100 pages, I pointed out to my team member that some of the columns in the middle of the document appeared not to be aligned with the preceding columns. I was told that the columns should be aligned, …
M&A: How can a buyer address issues discovered during the due diligence
In an M&A transaction, how can a buyer address issues discovered during the due diligence conducted on the target? There are a few ways to address an issue: 1. Get an indemnity from the seller. 2. Reduce purchase consideration. 3. Carve-out or ring fence the risk and liability arising from …
M&A: Key points to look out for in contracts entered by target companies
In an M&A transaction, it is important for a buyer to understand the contractual rights and obligations binding the target company under the contracts entered by the target company. However, the contracts may be voluminous and it is easy to get drowned in the details. Some key points to look …
All in a day’s work for a corporate lawyer
Closing an M&A transaction, finalising agreements for execution and working on a fund raising exercise. All happening at the same time. I couldn’t put my life on pause while I am running corporate exercises. It means driving hundreds of km back to hometown when a family member requires medical attention. …
The ups and downs of being an M&A lawyer
I didn’t seek out to be an M&A lawyer. It is a part of my work and I find myself gravitate towards this practice area more than other corporate work that I have done: What I like being an M&A lawyer: 1. The work is (usually) intellectually stimulating. See last …
Don’t follow precedents blindly
In M&A transactions, whenever I see the following in a draft transaction document, I guess the person preparing the draft has been copying from precedents without checking: 1. The draft refers to authorised share capital although the concept of authorised share capital for a Malaysian company has been abolished since the …