Today’s post is on exclusivity when negotiating an M&A deal. If you are a buyer entering into a negotiation to acquire business or shares of a company, you would want to ensure that you do not incur costs during the negotiation only for the seller to end the negotiation and …

When a buyer acquires a company, a basic but important aspect of due diligence is to ensure the company is properly incorporated under the relevant laws and validly existing. Other than the usual company search with the Companies Commission of Malaysia (“CCM”) and winding up search with the Malaysian Department …

I posted 157 posts in 2021 including this post. I started posting more frequently at the end of 2020 and then more consistently since mid 2021. My posts are based on my experience and reading on M&A, equity capital transactions (ECM) and IPO. I also shared my experience as a …

If you are planning an IPO for your company, you should consider the following and start preparing early: 1. Identify candidates to ensure composition of the board of directors of the company seeking for listing (“Listco”) including independent directors and women directors, comply with the Listing Requirements, Malaysian Code of …

Advisers who prepare timetables and set out the steps for IPO should take note of this. A common pre-IPO restructuring step involves shareholders of an operating company (“Shareholders“) entering into a sale and purchase agreement (“SPA“) to sell their shares in the operating company to a new company, in consideration …

“Your work is important.” When someone said this to a group of lawyers including myself, the statement made me pause and think. I have seen my peers in corporate finance/ equity capital markets (ECM) practice getting disillusioned and burnt out. I am not immune to these feelings, especially when a …

Today’s post is on disclosure letter in M&A transaction. A disclosure letter sets out the exceptions to seller’s representations and warranties in a sale and purchase agreement for an M&A transaction (“SPA”). Instead of negotiating heavily on sellers’ representations and warranties in SPAs, it is common to provide in SPAs …

At the start of a M&A transaction, ascertaining the approvals and notifications required for the transaction would help you plan the workflow and timeline. The approvals and notifications required typically relate to change of control, shareholders, shareholding or directors of the target company. The approvals and notifications required for the …

I learn drafting sale and purchase agreement (SPA) for M&A in the “traditional” manner. This is probably how instructions are given to associates when they are asked to draft SPA. *** We are acting for ABC who wants to buy/sell shares in XYZ Company. [Some briefing on the transaction.] Please …

Someone asked me whether being in corporate practice is less stressful and less hectic than being in litigation practice. I think this kind of generalisation is not particularly helpful. Different law firms have different cultures and expectations of their lawyers. Clients’ demand would also determine whether a particular project or …