M&A: Material adverse change (MAC)
MAC clauses are contractual provisions which allow a buyer to walk away from a deal between signing and completion of the SPA upon the occurrence of material events which adversely affect the target company or business. MAC clauses are intended to provide for unforeseen circumstances which have an adverse effect …
Due diligence: Searches in Malaysia
When conducting due diligence, the searches of publicly available information from the relevant government agencies and credit reporting agencies in Malaysia include the following: 1. Companies Commission of Malaysia (CCM) Company search provides corporate information, particulars of directors and shareholders, issued share capital, company charges and summary of financial information. Copies …
What keeps you going?
An acquaintance asked me, “What makes you so passionate about M&A?” I must have displayed an incredulous look on my face because the person immediately changed the question to something along the line “Okay, maybe not passion but what makes you so interested in M&A that you often write about …
M&A: Why should a buyer conduct due diligence?
If you want to acquire a business or a company, should you conduct due diligence on the target? “Buyer beware” or “𝘤𝘢𝘷𝘦𝘢𝘵 𝘦𝘮𝘱𝘵𝘰𝘳” in Latin is a common law principle that a buyer buys at his own risk in the absence of an express warranty in the contract. Due to …
M&A from the purchaser’s perspective: Obligations and liabilities
In an M&A transaction, the purchaser should consider whether any of the following obligations and liabilities are relevant to its acquisition: 1. Where the target has obtained financing facilities which are secured by guarantee provided by the seller in favour of financial institutions, is the purchaser required to step in …
M&A: Retention of promoters or founders post acquisition
In an M&A transaction, it is common to retain promoters or founders who are instrumental to the success of a target company after the acquisition. The SPA typically provides for employment agreements or service contracts to be entered into between the target company and the promoters or founders on terms …
M&A: Asset sale and purchase
One of the advantages of asset sale and purchase compared to share sale and purchase is that a buyer gets to choose specifically the assets and liabilities which the buyer wants to acquire while leaving the rest with the selling company. Depending on the assets being acquired, the transfer of …
Ten most viewed posts in 2022
My name is Mei Ying (美瑛). Wong (黄) is my surname. I am a corporate lawyer with focus in the M&A and equity capital markets practice areas. Through my Linkedin posts, I share the insights I gain from my work, what I learn from my reading, and my observations about …
Formatting in legal work
While reviewing a lengthy document consisting of tables spanning just short of 100 pages, I pointed out to my team member that some of the columns in the middle of the document appeared not to be aligned with the preceding columns. I was told that the columns should be aligned, …
M&A: How can a buyer address issues discovered during the due diligence
In an M&A transaction, how can a buyer address issues discovered during the due diligence conducted on the target? There are a few ways to address an issue: 1. Get an indemnity from the seller. 2. Reduce purchase consideration. 3. Carve-out or ring fence the risk and liability arising from …