M&A: When sellers refuse to give warranties
In M&A transactions, it’s common for the sellers to provide warranties to the buyers as assurance to the buyers on the condition of the target companies or business. However, the following sellers may argue that they should not be required to provide warranties or are willing to provide limited warranties …
The people behind each IPO
Their role in IPOs may not be that glamorous. Their names do not appear in the prospectus. They are the staff of companies which are undertaking IPO exercise. They are the ones who provide supporting documents for due diligence and attend to requests for information from the due diligence working …
Formatting
Formatting. If you are a transactional lawyer, a lot of time is spent on formatting a document. If your work includes preparing offer documents such as circulars and prospectuses, you have to ensure “perfect” formatting for all documents that are submitted to the authorities or issued to the public. There …
My blog
I was surprised when someone I have worked with contacted me to enquire about a post I put on my blog MalaysianCorporateLawyer.com. My blog usually gets a handful of readers from universities, banks and corporations. I didn’t expect someone I know would google for solution to an issue she faced …
Understand the “why” for M&A transaction
As lawyers, we need to understand the “why” that drives each M&A transaction. Why? So that lawyers could prepare drafts that are aligned with the clients’ objectives. The most enjoyable and efficient M&A transaction that I have done was one which the client worked closely with us to provide the …
M&A in Malaysia: What you need to know about private limited company
A private company limited by shares is a common legal entity encountered in M&A transactions, either as a seller, buyer or target. Some of the key requirements governing a private limited company include: 1. The Companies Act 2016 (“CA”) requires a private limited company to have at least one director, …
M&A: Quantitative limitations of liability
In M&A transactions, sellers may try to limit their liabilities by having quantitative limitations in the SPA. Quantitative limitations may take the following forms: 1. “De minimis” limit provides a minimum limit for a claim to be recoverable. The rationale is to exclude small claims where the cost incurred in recovering …
M&A: Dividend of a Malaysian company
When structuring an M&A transaction, declaration and distribution of dividend of the target company after completion may be one of the points that the parties want to include in a shareholders’ agreement. The following are some points to take note for declaration and distribution of dividend of a Malaysian company: …
A bit of humanity
I saw phone numbers that I did not recognise flashed on my phone screen as I was discussing work with a colleague. I contemplated whether to answer the call. As other introverts may tell you, we generally don’t like calls when we are deeply focused on something. I picked up …
M&A: Three types of material adverse change (MAC) clause
When drafting MAC clause in a sale and purchase agreement, consider which of the following may be more appropriate: 1. Measurable MAC This type of MAC clause provides that MAC is deemed to have happened when measurable financial metrics such as profit, EBITDA or turnover of a target company declines …