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 …

If you are a buyer negotiating 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 sell to another party. A buyer would want to ensure that the seller …

I came across the following definition of “MAE” from the American Bar Association’s Canadian Private Target M&A Deal Point Study: “MAE” means any result, occurrence, fact, change, event, or effect that has, or could reasonably be expected to have, a materially adverse effect on the business, assets, liabilities, capitalization, condition …

When conducting legal due diligence on public listed companies (PLCs) in Malaysia, the scope of due diligence is limited by the laws of insider trading. Insider trading occurs when someone uses confidential, non-public information about a company to make a profit or avoid a loss in the stock market. Therefore, …

In M&A transactions, 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 that sellers’ representations and warranties are …

I was asked 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 …

In M&A transactions, warranty and indemnity clauses are toolkits for protecting the purchaser’s interest. But what happens if the seller can’t fulfill these obligations due to financial reason? A well-drafted clause is only as effective as the seller’s ability to pay. If the purchaser is concerned that the seller may …