Lawyering

Using Checklists in Legal Work

In the book “The 7 Habits of Highly Effective People”, Stephen Covey described the frantic sense of loss he felt when the things were not in order. He had a number of papers laid out, chapter by chapter, on a table in a room when suddenly, the breeze picked up …

Lawyering

It’s Me on LinkedIn

I typically don’t talk about my LinkedIn posts in conversations unless someone else brings up the topic. Occasionally my posts become a conversation starter when I catch up with people who have seen them. I have been asked whether I write the posts myself or if I have junior lawyers …

Linkedin Post

M&A: (Almost) simultaneous execution and completion is possible

Almost all the sale and purchase agreements (SPAs) I work on in an M&A context involve the execution of the agreements and the completion/closing of the transactions taking place on different days. This is due to conditions precedent which have to be fulfilled before completion of the transactions. These conditions …

Linkedin Post

Behind the deal: Acquisition of pawnbroking companies

We advised a listed group in Singapore on its acquisition of a majority stake in pawnbroking companies in Malaysia. The following are three takeaways that I find interesting from the transaction: 1. Increased sophistication The traditional perception of pawnbroking business as small-scale operations has significantly shifted towards increased sophistication. An …

Linkedin Post

Conversation on W&I Insurance in M&A Transactions

As an M&A lawyer with a keen interest in the nuances of the M&A field, I’ve observed that warranty and indemnity insurance (W&I) is not that common in M&A transactions in Malaysia, as far as I know. Therefore, when I saw Martijn de Lange of BMS Group commenting about W&I …

Company Law

Indirect Substantial Shareholder

A person can be a substantial shareholder in a company without directly holding any shares in that company. One of the challenges that often arises when I work on IPOs or other equity capital market exercises is the assessment of whether an individual holds an indirect substantial shareholding in a …

Company Law

Legal Requirements for Directors’ Fees and Benefits in Malaysia

One common issue I encounter in both M&A deals and IPO exercises relates to compliance with the legal requirements for the payment of director’s fees and benefits. Additionally, the legal obligations regarding director’s service contracts should not be overlooked. Here are the key points: Constitution 1. If a company, whether public …

Linkedin Post

M&A: Earn-out vs. Performance Guarantee

I find that clients and other advisers sometimes confuse the concepts of an earn-out with a performance guarantee. They tell me they want a performance guarantee clause in the sale and purchase agreement, but upon further probing, it becomes clear that what they actually want is an earn-out clause. Both …

Linkedin Post

When to use (and not to use) earn-outs in M&A transactions

When I first learned about the concept of an earn-out mechanism in M&A transactions, I thought it was an absolute good idea. An earn-out bridges the gap between the seller’s and the purchaser’s perception of the value of a target company. If the target company achieves the agreed metrics or …

Linkedin Post

Rejection

I started reading “Rejection Proof: How I Beat Fear and Became Invincible Through 100 Days of Rejection” by Jia Jiang recently. I figured I would be a happier person and a more resilient lawyer if I could handle rejection more constructively. As I delved into the book and began reflecting …