Understand the “why” for M&A transaction
As lawyers, we need to understand the “why” that drives each M&A transaction. Why? So that lawyers could prepare drafts that are aligned with the clients’ objectives. The most enjoyable and efficient M&A transaction that I have done was one which the client worked closely with us to provide the …
M&A in Malaysia: What you need to know about private limited company
A private company limited by shares is a common legal entity encountered in M&A transactions, either as a seller, buyer or target. Some of the key requirements governing a private limited company include: 1. The Companies Act 2016 (“CA”) requires a private limited company to have at least one director, …
M&A: Quantitative limitations of liability
In M&A transactions, sellers may try to limit their liabilities by having quantitative limitations in the SPA. Quantitative limitations may take the following forms: 1. “De minimis” limit provides a minimum limit for a claim to be recoverable. The rationale is to exclude small claims where the cost incurred in recovering …
M&A: Dividend of a Malaysian company
When structuring an M&A transaction, declaration and distribution of dividend of the target company after completion may be one of the points that the parties want to include in a shareholders’ agreement. The following are some points to take note for declaration and distribution of dividend of a Malaysian company: …