First-time sellers are often surprised by what turns up during legal due diligence conducted by buyers’ lawyers. Buyers’ lawyers will comb through everything and they will flag non-compliance issues that most founders didn’t realise were even a problem. Some common ones: Agreements have lapsed, but business continues as usual No …

If you’re planning to sell your education business, taking a few proactive steps now can save months of delay later. Based on my experience working on M&A deals in the education sector, the following are common issues that could slow down your sale and how to rectify them early: 𝟭. …

Yesterday, I came across a post which talked about seller fatigue after prolonged due diligence and multiple rounds of amendments to the sale and purchase agreement. I half-jokingly commented that buyer’s lawyers feel the same too. The truth is, a lot of the delay could be avoided if complete and …

Buyers don’t expect everything to be perfect, but they do want to know exactly what they are getting. When they bring in lawyers to conduct legal due diligence, they are asking questions such as: ● What contracts have the companies entered into? How do the contracts help or hinder future …

One of the first things buyers’ lawyers look at during legal due diligence is whether the business owners or sellers own the shares they say they do. Some sellers provide a Companies Commission of Malaysia (CCM) search to show their ownership. However, from a legal perspective, this is not sufficient. …

Foreign counsels coordinating legal due diligence on Malaysian companies, take note: From my experience conducting legal due diligence on Malaysian companies as part of cross-border M&A co-ordinated by foreign counsels, I’ve realised that the involvement of company secretaries is crucial. In Malaysia, company secretaries are responsible for maintaining statutory records …

Lawyer: Please provide register of members, register of directors, all returns of allotment, all stamped transfer forms… Representative of Target Company: Please refer to company search from the Companies Commission of Malaysia. Lawyer: CCM search is not sufficient. Please provide register of members, register of directors, all returns of allotment, …

When conducting legal due diligence on public listed companies (PLCs) in Malaysia, the scope of due diligence is limited by the laws of insider trading. Insider trading occurs when someone uses confidential, non-public information about a company to make a profit or avoid a loss in the stock market. Therefore, …

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 …

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. …