Getting into the details to make a deal work
A big part of my role as a corporate lawyer has been listening to clients explain the commercial terms they want in their deals. The next step is asking the right questions that make those terms work in the real world. Sometimes the parties have a general idea of the …
Founder Exit: Legal Checklist to Avoid Delays
Before buyers commit, their lawyers will conduct legal due diligence that may uncover gaps or non-compliance which delay the founder’s exit or reduce the price. This list helps founders/ sellers resolve common legal issues before they’re flagged in legal due diligence. Share Capital & Shareholders Have all past share allotments …
Founders selling for the first time need more than high-level legal advice
Some founders selling their businesses for the first time are not sure where legal advice is needed or how deep that advice should go. In past deals where I acted for buyers, I have seen: – A founder who asked their lawyer for a “high-level review” of sale and purchase …
Investing in Malaysia: What Foreign Investors Need to Know
For businesses entering the Malaysian market for the first time, navigating the appropriate corporate structure, equity and local ownership conditions, and directorship requirements can feel like a maze. Many of these requirements aren’t fully set out in legislation. Instead, they’re found in sectoral guidelines, policy documents, licensing pre-conditions, or included …
M&A isn’t always glamorous
M&A work isn’t always high-stakes negotiations. I remember working on an acquisition of an F&B group during the pandemic. It was after hours, and we needed to fill in a detailed schedule of the representations and warranties given by the sellers on the target companies’ registered trademarks. Each one had …
What turns up during legal due diligence?
First-time sellers are often surprised by what turns up during legal due diligence conducted by buyers’ lawyers. Buyers’ lawyers will comb through everything and they will flag non-compliance issues that most founders didn’t realise were even a problem. Some common ones: Agreements have lapsed, but business continues as usual No …
How Education Business Owners can Prepare for a Smooth Sale
If you’re planning to sell your education business, taking a few proactive steps now can save months of delay later. Based on my experience working on M&A deals in the education sector, the following are common issues that could slow down your sale and how to rectify them early: 𝟭. …
𝗦𝗲𝗹𝗹𝗲𝗿 𝗳𝗮𝘁𝗶𝗴𝘂𝗲 𝗶𝘀 𝗿𝗲𝗮𝗹. 𝗕𝘂𝘁 𝗯𝘂𝘆𝗲𝗿’𝘀 𝗹𝗮𝘄𝘆𝗲𝗿𝘀 𝗳𝗲𝗲𝗹 𝗶𝘁 𝘁𝗼𝗼.
Yesterday, I came across a post which talked about seller fatigue after prolonged due diligence and multiple rounds of amendments to the sale and purchase agreement. I half-jokingly commented that buyer’s lawyers feel the same too. The truth is, a lot of the delay could be avoided if complete and …
Sellers’ safeguards when selling their companies: The disclosure letter
When sellers sell their companies, the focus is usually on the big-ticket terms in the sale and purchase agreements (SPA) – price, payment terms, earn-outs. However, the disclosure letter is where the risk gets managed, and it’s often rushed. This is the document where sellers set out exceptions to the …
Worried about the sellers’ representations and warranties in an SPA?
Most founders I speak with are not trying to mislead buyers. What they are concerned about is accidentally leaving out something important in the disclosure letter, which is the document that sets out exceptions to the representations and warranties given by sellers (Sellers’ Warranties) in a sale and purchase agreement …