Shareholders’ Agreement: Getting It Legally Right
A shareholders’ agreement is an essential agreement in M&A transactions involving more than one shareholder. Understanding the key legal provisions is the foundation for a solid shareholders’ agreement. The following are three legal provisions to keep in mind: 1. Quorum for general meeting (Section 328, Companies Act 2016 (“CA”)) Other …
What Does ESG Mean for Directors and Senior Management of PLCs?
What Does ESG Mean for Directors and Senior Management of PLCs? The Malaysian Code of Corporate Governance (MCCG) recognises that sustainability and its underlying environmental, social as well as governance (ESG) issues are becoming increasingly material to the ability of companies to create durable and sustainable value and maintain confidence …
Getting Shareholders’ Approval Right
When it comes to corporate governance, ensuring proper shareholder approval is essential to avoid legal issues down the road. Understanding the requirements of the Companies Act 2016 of Malaysia is necessary. For Private Company For a private company, a resolution of the shareholders shall be passed in either of the …
CEOs, CFOs, and COOs = Directors?
When we think of “directors” in the context of corporate law, we often picture formally appointed individuals on a board. However, the term “director” is broader than you might think. The definition of a “director” is not limited to a person who is formally appointed as a director. Whether a …
Who can be appointed as a director?
In M&A transactions, it is common for a purchaser acquiring a stake in a company to seek a board seat as part of the deal. This allows the purchaser to have a say in the company’s strategic direction and governance post-transaction. Under the Companies Act 2016 of Malaysia, a director …
“We are on the same side.”
As a corporate transactional lawyer in fast-paced, often high- pressure environments, I often hear these words when someone requests something challenging and typically urgent. While I appreciate the sentiment, there are times when I feel a disconnect between external expectations and the realities I face internally. Externally, I’m responsible for …
The Duty of Nominee Directors Appointed in M&A Transactions
In M&A deals, it’s common for the purchasers (i.e., the new shareholders) to nominate their own directors to the board of directors of the target companies. Such directors are known as nominee directors. Under the Companies Act 2016 of Malaysia, although a nominee director is appointed to represent the interest …
What Every Director Needs to Know about Disclosure of Interest in Shares
Directors have a duty under section 219 of the Companies Act 2016 to notify the company in writing of shares they have interest in, whether in the company or in a related corporation (s219, Companies Act 2016). This is to comply with section 59 of the Companies Act 2016, which …
What to Look Out for When Acquiring a Company with Valuable Intellectual Property
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 …
Why You Shouldn’t Rely on Online Shareholders’ Agreement Templates
Drafting an effective shareholders’ agreement requires expertise in company law, shareholders’ rights and directors’ duties. It’s perplexing that some people think a shareholders’ agreement can be put together quickly and easily by using an online template and changing the parties’ names and a few details. While online templates are easily …