What is a “major shareholder” in the context of related party transactions?
A director asked me about the definition of a “major shareholder” when it comes to related party transactions. I thought I would share my response here. “Major shareholder” means a person who has an interest or interests in one or more voting shares in a corporation and the number or …
M&A: When Should the Seller Disclose to Qualify Representations & Warranties
Another lawyer asked me when a seller should provide disclosure to qualify the representations and warranties given by the seller in a sale and purchase agreement (SPA) for an M&A transaction. I thought I’d share my response here. The seller typically provides a disclosure letter to qualify the representations and …
Can you distinguish between a good lawyer and a mediocre lawyer?
I have heard it many times… that most clients are unable to distinguish between a mediocre lawyer and a good one. Is that true? Can’t a client tell when a lawyer is well-prepared, having reviewed all the documents and anticipating potential questions, versus one who might not be as ready …
Deconstructing M&A Agreement
When I review a draft sale and purchase agreement for an M&A transaction, here’s how I would break down the key items that need to be addressed in the agreement: 1. Before fulfilment of conditions precedent What are the conditions precedent? Who is responsible for fulfilling the conditions precedent? When …
High Court clarified simple majority required to pass ordinary resolution in writing
Section 291(1) of the Companies Act 2016 (“CA 2016”) provides that an ordinary resolution of members or a class of members of a company means a resolution passed by a simple majority of more than half of such members who are entitled to vote and do vote, whether in person …
The concept of disclosure letter in M&A
In a merger and acquisition (“M&A”) transaction, it is common for the seller to give representations and warranties about the subject matter of the sale, be it shares or assets to be disposed of by the seller. The representations and warranties given by the seller are for the purchaser’s benefits, …
Issues which may delay an IPO in Malaysia
A company which intends to undertake an initial public offering (“IPO”) and list on Bursa Malaysia Securities Berhad (“Applicant Company”) must undertake a due diligence exercise on the Applicant Company and its group of companies (collectively, “Group”). One of the objectives of the due diligence exercise is to ensure any …
Frequently asked question in IPO: Can adviser be independent director?
Under the Listing Requirements issued by Bursa Malaysia Securities Berhad (“Bursa Securities”), a corporation which intends to be listed on Bursa Securities (“Applicant”) must ensure that at least one third of its board of directors are independent directors. The Malaysian Code on Corporate Governance (“MCCG”) issued by the Securities Commission …
Key points on members’ written resolutions under the Companies Act 2016
The Companies Act 2016 of Malaysia (“CA 2016”) repealed the Companies Act 1965 (“CA 1965”) on 31 January 2017. The CA 2016 brings various changes to the way companies conduct their businesses. Some of the changes relate to the way written resolutions are passed by members of companies. Compared to …