How sellers qualify representations and warranties (R&W) in M&A transactions
Sellers usually make R&W in sale and purchase agreements (SPA) with respect to the target business/company being sold. The R&W serve as assurances to buyers and allocate risks between buyers and sellers. Sellers typically limit their liabilities in respect of the R&W in the following manner: 1. Use of knowledge …
My Top 10 LinkedIn Posts in 2023
In 2023, I post weekly on LinkedIn, primarily discussing the issues I have encountered in my work as a corporate lawyer in Malaysia. As a corporate lawyer with focus on M&A and equity capital markets transactions, I typically delve into topics within this sphere. I used to find conversations with …
Why You Need a Separate Subscription Agreement from a Shareholders’ Agreement?
Should/ could a subscription agreement be combined with a shareholders’ agreement? While it’s possible to combine the two agreements, I prefer to have a subscription agreement separate from a shareholders’ agreement for the following reasons: The parties to the agreements are different. The subscription agreement primarily involves the company which …
Using Checklists in Legal Work
In the book “The 7 Habits of Highly Effective People”, Stephen Covey described the frantic sense of loss he felt when the things were not in order. He had a number of papers laid out, chapter by chapter, on a table in a room when suddenly, the breeze picked up …
It’s Me on LinkedIn
I typically don’t talk about my LinkedIn posts in conversations unless someone else brings up the topic. Occasionally my posts become a conversation starter when I catch up with people who have seen them. I have been asked whether I write the posts myself or if I have junior lawyers …
M&A: (Almost) simultaneous execution and completion is possible
Almost all the sale and purchase agreements (SPAs) I work on in an M&A context involve the execution of the agreements and the completion/closing of the transactions taking place on different days. This is due to conditions precedent which have to be fulfilled before completion of the transactions. These conditions …
Behind the deal: Acquisition of pawnbroking companies
We advised a listed group in Singapore on its acquisition of a majority stake in pawnbroking companies in Malaysia. The following are three takeaways that I find interesting from the transaction: 1. Increased sophistication The traditional perception of pawnbroking business as small-scale operations has significantly shifted towards increased sophistication. An …
Conversation on W&I Insurance in M&A Transactions
As an M&A lawyer with a keen interest in the nuances of the M&A field, I’ve observed that warranty and indemnity insurance (W&I) is not that common in M&A transactions in Malaysia, as far as I know. Therefore, when I saw Martijn de Lange of BMS Group commenting about W&I …
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 …