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, …
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 …
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 …
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 …
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 …
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. …
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 …
What is the most challenging part of a corporate transaction?
What is the most challenging part of a corporate transaction? For me, it’s: Not the tight deadlines. Not the volume of work. Not the long hours. It’s the people, whether within the team or with external parties. As a corporate transactional lawyer focusing on M&A and equity capital markets, I’ve …
The grass always seems greener on the other side
As a corporate lawyer with focus on M&A and ECM, I’ve sometimes envied my former colleague, who is a banking lawyer. His work seemed less hectic, with fewer hours on legal due diligence and more time for casual conversations in the office. However, when the opportunity arose to venture into …
IP Warranties in M&A Agreements
If intellectual property of a target company is what drives the acquisition, the IP warranties in the transaction agreement should be comprehensive to protect the buyer’s interests. The IP warranties in the transaction agreement should include: The target company owns or holds valid licenses for all IP essential to its …