A Nine Figure Deal and One Overlooked Clause

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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.

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