My first encounter with a failed M&A deal happened when the founder refused to provide common representations and warranties. He also declined to fix compliance issues found during due diligence. By the time the founder pulled out, both founder (seller) and buyer had already spent significant time in weekly due …

Foreign counsels coordinating legal due diligence on Malaysian companies, take note: From my experience conducting legal due diligence on Malaysian companies as part of cross-border M&A co-ordinated by foreign counsels, I’ve realised that the involvement of company secretaries is crucial. In Malaysia, company secretaries are responsible for maintaining statutory records …

Lawyer: Please provide register of members, register of directors, all returns of allotment, all stamped transfer forms… Representative of Target Company: Please refer to company search from the Companies Commission of Malaysia. Lawyer: CCM search is not sufficient. Please provide register of members, register of directors, all returns of allotment, …

Minority shareholders holding less than 50% of the voting shares in a company have certain rights provided under the Companies Act 2016 including the following rights: Shareholding of at least 5% Shareholder(s) of a private company representing at least 5% of the total voting rights may block reappointment of the …

“Sorry, this is urgent.” A senior manager of a corporate client called. Normally, she would text first to check if it’s convenient to speak, but that day, she called right away. I could sense the anxiety in her voice. She explained that her management had instructed for an announcement on …

A director asked me about the definition of a “major shareholder” when it comes to related party transactions. I thought I would share my response here. “Major shareholder” means a person who has an interest or interests in one or more voting shares in a corporation and the number or …

Another lawyer asked me when a seller should provide disclosure to qualify the representations and warranties given by the seller in a sale and purchase agreement (SPA) for an M&A transaction. I thought I’d share my response here. The seller typically provides a disclosure letter to qualify the representations and …

I have heard it many times… that most clients are unable to distinguish between a mediocre lawyer and a good one. Is that true? Can’t a client tell when a lawyer is well-prepared, having reviewed all the documents and anticipating potential questions, versus one who might not be as ready …

When I review a draft sale and purchase agreement for an M&A transaction, here’s how I would break down the key items that need to be addressed in the agreement: 1. Before fulfilment of conditions precedent What are the conditions precedent? Who is responsible for fulfilling the conditions precedent? When …

I didn’t fully appreciate how specialised and broad M&A practice is until I found myself thinking about how various legal issues discussed in the articles I read apply to M&A transactions. While reading an article on whether consideration is required for the variation of contracts, I was reminded of a …