Why should a company adopt a constitution?
In the context of an M&A transaction, why can’t shareholders solely rely on a shareholders’ agreement after completion of the transaction? Where there is more than one shareholder after completion, the next step after execution of a shareholders’ agreement is to either amend or adopt a constitution that is consistent …
Indirect Substantial Shareholder
A person can be a substantial shareholder in a company without directly holding any shares in that company. One of the challenges that often arises when I work on IPOs or other equity capital market exercises is the assessment of whether an individual holds an indirect substantial shareholding in a …
Legal Requirements for Directors’ Fees and Benefits in Malaysia
One common issue I encounter in both M&A deals and IPO exercises relates to compliance with the legal requirements for the payment of director’s fees and benefits. Additionally, the legal obligations regarding director’s service contracts should not be overlooked. Here are the key points: Constitution 1. If a company, whether public …
A Director Cannot be Absolved from Responsibilities by Appointing an Alternate Director
Reviewing constitution (usually in the context of a corporate transaction) is part of my job as a corporate lawyer. It’s not always fun but it’s always a good refresher of the Companies Act 2016. While reviewing the constitution of a company, I came across the following provision which made me …
Checklist for members’ written resolution
I review resolutions as part of my M&A and other transactional work. Here’s a list of what I typically check to ensure compliance with the Companies Act 2016 (CA) when reviewing members’ written resolutions of private companies in Malaysia. 𝗖𝗵𝗲𝗰𝗸𝗹𝗶𝘀𝘁 𝗳𝗼𝗿 𝗽𝗿𝗲𝗽𝗮𝗿𝗶𝗻𝗴/𝗿𝗲𝘃𝗶𝗲𝘄𝗶𝗻𝗴 𝗺𝗲𝗺𝗯𝗲𝗿𝘀’ 𝘄𝗿𝗶𝘁𝘁𝗲𝗻 𝗿𝗲𝘀𝗼𝗹𝘂𝘁𝗶𝗼𝗻 1. Confirm private company status …
What is the difference between a “𝘀𝘂𝗯𝘀𝘁𝗮𝗻𝘁𝗶𝗮𝗹 𝘀𝗵𝗮𝗿𝗲𝗵𝗼𝗹𝗱𝗲𝗿” and a “𝗺𝗮𝗷𝗼𝗿 𝘀𝗵𝗮𝗿𝗲𝗵𝗼𝗹𝗱𝗲𝗿”?
If you are a corporate lawyer and you ask your supervising partner the question above, be prepared that you may be told to do your own reading. In short, a “substantial shareholder” of a company refers to a person who has an interest in one or more voting shares in …
M&A in Malaysia: What you need to know about private limited companies
Private companies limited by shares are frequently encountered legal entities in M&A transactions, whether as sellers, buyers or targets. Understanding the requirements governing private limited companies is necessary when drafting shareholders’ agreements. Some of the key requirements governing private limited companies: 1. The Companies Act 2016 (“CA”) mandates that a private …
The veto power of minority shareholders
Minority shareholders are powerful. Shareholders who either singularly or collectively hold at least 25% of the voting shares in a company may veto on the following matters in relation to the company as provided under the Companies Act 2016 of Malaysia: • Change of name (s. 28) • Adoption of …
M&A in Malaysia: What you need to know about private limited company
A private company limited by shares is a common legal entity encountered in M&A transactions, either as a seller, buyer or target. Some of the key requirements governing a private limited company include: 1. The Companies Act 2016 (“CA”) requires a private limited company to have at least one director, …
M&A: Dividend of a Malaysian company
When structuring an M&A transaction, declaration and distribution of dividend of the target company after completion may be one of the points that the parties want to include in a shareholders’ agreement. The following are some points to take note for declaration and distribution of dividend of a Malaysian company: …