Who can be appointed as a director?
In M&A transactions, it is common for a purchaser acquiring a stake in a company to seek a board seat as part of the deal. This allows the purchaser to have a say in the company’s strategic direction and governance post-transaction. Under the Companies Act 2016 of Malaysia, a director …
“We are on the same side.”
As a corporate transactional lawyer in fast-paced, often high- pressure environments, I often hear these words when someone requests something challenging and typically urgent. While I appreciate the sentiment, there are times when I feel a disconnect between external expectations and the realities I face internally. Externally, I’m responsible for …
The Duty of Nominee Directors Appointed in M&A Transactions
In M&A deals, it’s common for the purchasers (i.e., the new shareholders) to nominate their own directors to the board of directors of the target companies. Such directors are known as nominee directors. Under the Companies Act 2016 of Malaysia, although a nominee director is appointed to represent the interest …
What Every Director Needs to Know about Disclosure of Interest in Shares
Directors have a duty under section 219 of the Companies Act 2016 to notify the company in writing of shares they have interest in, whether in the company or in a related corporation (s219, Companies Act 2016). This is to comply with section 59 of the Companies Act 2016, which …
What to Look Out for When Acquiring a Company with Valuable Intellectual Property
1. Ownership of IP Identify the IP that is material to the business and who owns the IP. Request the sellers to provide a comprehensive list of all IP material to the business, whether registered or not. For registered IP, such as patents and registered trademarks, conduct searches for all …
Why You Shouldn’t Rely on Online Shareholders’ Agreement Templates
Drafting an effective shareholders’ agreement requires expertise in company law, shareholders’ rights and directors’ duties. It’s perplexing that some people think a shareholders’ agreement can be put together quickly and easily by using an online template and changing the parties’ names and a few details. While online templates are easily …
Why the Details Matter
Whenever I encounter situations where work is done carelessly, whether because the person doing the work thinks no one will notice or is simply cutting corners, I’m reminded of a story about Steve Jobs. Walter Isaacson shared the story in Harvard Business Review and in his book: “As a young …
Legal Requirements for Allotment of Shares in Malaysia
M&A transactions often involve allotment of shares in a company. Understanding the legal requirements for allotment of shares is essential to ensure compliance and avoid potential disputes over the validity of allotment of shares. The following are the key steps for allotment of shares under the Companies Act 2016 (CA) …
The Mind That Never Rests
What does a corporate transactional lawyer do while waiting in the lift, at a restaurant counter or for coffee at a café? I read the licenses on display, check their validity periods, and scan for conditions. When I see certificates on the walls, I can’t help but examine them too. …
Learning to Appreciate the Small Things
One afternoon, I walked into the office, feeling unsettled after a discussion with another adviser. As I took my laptop from my bag and placed it on my desk, something caught my eye-a small handmade paper box, stapled at the sides, neatly holding some binder clips. The day before, I …