Frequently referred to provisions in Companies Act for corporate transactions
When I tell people that I’m a lawyer, they often respond with, “Oh, you must have a good memory. That’s so much to memorise.” I believe it’s more important to understand and apply the law rather than memorise it. After all, you can always refer to online resources or statute …
Connecting the Dots in Legal Due Diligence
Part of due diligence skills lies in organising documents in a way that allows you to connect the dots. If a legal due diligence exercise spans more than a few months, it’s essential to have a system for tracking the documents you have reviewed. It can be frustrating when the …
Be fair to lawyers
When I sent my car for repair, I paid a deposit for the mechanic to diagnose the issue. Once the issue was identified, I was provided with a fee quote. After agreeing to the fee quote, I was asked to pay 50% of the charges upfront before any further work …
Three Legal Developments in Malaysia for M&A Transactions
If you’re interested in sale and purchase of shares of companies in Malaysia, three significant legal developments are worth noting: 1. Beneficial Ownership Reporting Requirements The Companies Act 2016 has been amended on 1 April 2024 to introduce beneficial ownership reporting requirements. Companies have a 3 months’ time frame from …
IPO: Consider this before converting a private company to a public company
For IPO exercise in Malaysia, the following usually takes place before submission of the IPO application to the authorities: conversion of the holding company (Listco) from a private company to a public company (Conversion); the Listco enters into agreements with promoters to acquire their shares in the proposed subsidiaries to …
Integrity in pricing
I attempted to negotiate a discount with my dentist only to be met with a firm response regarding their fixed price. The justification given was that the clinic had incurred expenses in acquiring equipment to enhance services provided and it’s the same price for everyone for the same services. I …
Beneficial ownership reporting framework: What does this mean for M&A transactions in Malaysia?
On 1 April 2024, the reporting framework for beneficial ownership of companies came into force in Malaysia through the following: amendment to the Companies Act 2016 (CA 2016) (1) Guidelines for the Reporting Framework for Beneficial Ownership of Companies (BO Guidelines); and (2) case studies issued by the Companies Commission …
How difficult is it to draft and review resolutions?
Not that difficult if you are preparing from a template and blissfully unaware of what you don’t know. Not that difficult if you know which provisions in the Companies Act 2016 of Malaysia apply. Drafting and reviewing resolutions is an integral part of corporate transactions. It’s crucial to have a …
How to Draft Clear and Effective Conditions Precedent in M&A Transactions
The fulfilment of conditions precedent in an M&A transaction signifies that a sale and purchase agreement has become unconditional and the parties are obliged to complete the transaction. Failure by any party to complete the transaction after conditions precedent are fulfilled usually results in that party being liable to compensate …
Lawyering: Focus on what’s within control
When conducting legal due diligence for M&A or other corporate exercises, despite thorough planning, I often find my team under time pressure. This is due to the narrow window between receiving the necessary information from the relevant parties and our delivery deadline. I’m often asked when we can provide our …