A Nine Figure Deal and One Overlooked Clause

Linkedin Post

We were appointed Malaysian counsel on a nine-figure M&A transaction.

The client was a foreign company, so the foreign counsel took the lead and drafted the agreement.

On paper, our scope of work was to advise on compliance with Malaysian laws.

But as I reviewed the draft share sale and purchase agreement, I noticed that although it included a purchase price adjustment mechanism, it did not address what happens if the buyer and seller disagree on the accounts that determine the adjusted price.

Technically, this was not within our scope of work. We were not billing by hours, and any additional time spent would not increase fees.

Yet leaving it unaddressed could create major issues down the line.

So, I flagged the gap, explained the risk, and suggested solutions. It was not because I had to, but because I want to help clients achieve their goals while protecting their interests.

This is what you can expect when you work with us: practical, proactive, and focused on real-world outcomes, not just checklists.

#MalaysianCorporateLawyer

This post was first posted on LinkedIn on 10 December 2025.

Lawyering
Chambers and Partners M&A Ranking: A Corporate Lawyer’s Perspective

I still remember being asked more than a decade ago, during a pupillage interview, what my career aspiration was. I said something along the lines of aspiring to be an excellent lawyer recognised by Chambers and other leading guides. The truth is, at the time, I didn’t really know what …

Linkedin Post
What Often Slows Down M&A Deals for Founders and Family Businesses

After more than a decade advising buyers in M&A transactions, I’ve seen that delays in legal due diligence are often caused by minor issues that take time to resolve. The following are three common issues that frequently slow down legal due diligence on target companies: 1. Incomplete banking documents Management …

Linkedin Post
How Founders and Sellers Can Speed Up Their M&A Deals

I once worked on an M&A deal that everyone expected to close fast. It was a limited legal due diligence on a Malaysian target company. It did not have voluminous documents for review. However, what should have been a sprint turned into a slow marathon. It certainly was not because …