A Joint Venture Starts with the Right Questions
People often think the real work begins with the first draft. But for me, it begins with asking questions to uncover what the client truly wants. Occasionally, there are questions that make the client pause and think, “That’s a good point. I haven’t thought of that.” I was recently asked …
What is the most freuquently asked question in cross-border M&A transactions?
As Malaysian counsel, the question I get asked most often is about the transfer of shares. Some real-life examples I encountered recently: Are there registration requirements that must be fulfilled before the transfer is effective? What documents are required to register the change of shareholder in Malaysia? It comes in …
“I don’t know how you do it”
“I don’t know how you do it,” a client told me recently, after we pushed through multiple rounds of compliance work at a relentless pace. It’s probably not a good idea to respond with a cheeky, “I also don’t know how I do it.” 😆 The truth is, when I …
What Founders and Sellers Often Overlook Before an Exit
Most founders or sellers are caught off guard when lawyers ask simple but important questions during legal due diligence: Has the resolution been properly passed / shareholders’ and board approval obtained for a past transaction undertaken by the target company? Was the agreement entered by the target company stamped on …
“Pay me tuition fees”
“Pay me tuition fees,” I jokingly told a colleague after walking him through the steps of an M&A deal in 15 minutes. It took me years and numerous transactions to recognise the patterns. No one explained to me what conditions precedent and conditions subsequent meant. I had to flip through …
Foreign Investment Compliance in Malaysia
In Malaysia, some sectors require a minimum level of local ownership. Recently, a foreign investor raised this concern with me, highlighting the importance of addressing ownership rules properly from the outset. Investors sometimes consider arrangements such as trust deeds, call options, or nominee structures for shares in companies to get …
Mistakes Founders Make that Show up in Due Diligence
When I conduct legal due diligence on a target company in M&A deals, certain issues keep appearing. They slow down the process, sometimes affect valuation, and always create unnecessary friction. 1. Contracts I often see contracts signed by founders in their personal capacity, or by other companies they own, when …
Preference Shares: A Path Through Malaysia’s Equity Restrictions
Regulatory equity restrictions don’t always mean “no entry” for investors in Malaysia. If you’re restricted from holding ordinary shares in certain sectors due to regulatory policy, preference shares may offer a practical alternative. You may want to consider preference shares if: 1. The sector has no restrictions on preference shares. This …
Does family-owned company require formal shareholders’ approval for issuance of shares?
“This is my family-owned company. Do we still need formal shareholders’ approval to issue shares?” Yes. Under section 75 of the Companies Act 2016, directors cannot exercise their power to allot shares without prior shareholders’ approval. This is a legal requirement even if all the shareholders are family members. Skipping …
Pay for proper legal advice when it comes to shareholders agreement
Most people I know are reluctant to pay for proper legal advice when it comes to shareholders’ agreements. Many assume shareholders’ agreements are just templates. However, in practice, especially in M&A or fundraising, these agreements must align with the Companies Act 2016 and other relevant regulatory requirements. Otherwise, what is …