Where Company Secretaries Make the Biggest Impact in M&A
At the heart of every legal due diligence for M&A transactions is verification of share ownership. One of the documents requested to verify share ownership is the register of members. It seems like a simple request, yet during some due diligence exercises, I have been provided with the following except …
M&A Tip: Why Sellers Should Provide Share Ownership Documents (Not Just the CCM Search)
One of the biggest sources of delay in Malaysian M&A due diligence is surprisingly simple: Sellers often provide a company search from the Companies Commission of Malaysia (CCM) when what lawyers really need are the statutory share documents. A lawyer conducting proper due diligence will typically request documents such as: Shareholders’ …
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 …
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 …
What turns up during legal due diligence?
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 …
How Education Business Owners can Prepare for a Smooth Sale
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. …
𝗦𝗲𝗹𝗹𝗲𝗿 𝗳𝗮𝘁𝗶𝗴𝘂𝗲 𝗶𝘀 𝗿𝗲𝗮𝗹. 𝗕𝘂𝘁 𝗯𝘂𝘆𝗲𝗿’𝘀 𝗹𝗮𝘄𝘆𝗲𝗿𝘀 𝗳𝗲𝗲𝗹 𝗶𝘁 𝘁𝗼𝗼.
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 …
What are buyers looking for during legal due diligence when acquiring companies?
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 …
When selling your company, this is often the first legal hurdle
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. …
Get Company Secretary Involved in Legal Due Diligence
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 …