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 …
Lawyering: What is within my control?
What is within my control? What is not within my control? The ability to distinguish between the two has helped me to manage my anxiety. As a corporate lawyer, I want to drive transactions and move them to the finishing line. However, I have come to realise that sometimes, this …
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 …
Introversion and Lawyering
Some seem to exude natural self-assurance, assertiveness, and confidence. Others lean towards a more reserved, quiet, or introverted disposition. I’m referring to lawyers. If you identify with the latter category and you are starting out on your legal career, I want to say this based on my own experience: It’s …
M&A: Categorising vendor’s representations and warranties
One of the most negotiated points in a M&A transaction is the buyer’s remedies for breaches of vendor’s representations and warranties (“Vendor’s Warranties”) in a sale and purchase agreement (“SPA”). The various representations and warranties given by the vendor, if breached, may affect the transaction in varying degree. It may …
My Linkedin journey
When I first started posting on Linkedin, I posted anything related to corporate law that crossed my mind, mostly M&A, corporate finance/equity capital market and company law. Occasionally I shared stories about being a corporate lawyer. I gradually narrowed down my post to M&A and ECM. Nowadays, I post mostly …
M&A: Three representations and warranties sellers should avoid
1. Representations and warranties about the future A seller should avoid providing representations and warranties in respect of future events due to uncertainty about the future. Further, after the seller disposes of the seller’s shares, the seller may no longer be in control of the target company and hence, not …
M&A: Minority shareholders’ protection
Today’s post is about provisions in shareholders’ agreement for the benefit of minority shareholders. It is common to have a shareholders’ agreement when an M&A transaction results in more than one shareholder in the target company. Some provisions to include in a shareholders’ agreement for the benefit of a minority …