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 …

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. …

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 …

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 …

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 …

A buyer acquiring a company may want key personnel to stay on after completion to continue providing their expertise to the company. Sometimes that includes the founder. In many deals, the sale and purchase agreement (SPA) requires the seller to deliver a signed employment or service contract with these key …

My first encounter with a failed M&A deal happened when the founder refused to provide common representations and warranties. He also declined to fix compliance issues found during due diligence. By the time the founder pulled out, both founder (seller) and buyer had already spent significant time in weekly due …

Lawyer: Please provide register of members, register of directors, all returns of allotment, all stamped transfer forms… Representative of Target Company: Please refer to company search from the Companies Commission of Malaysia. Lawyer: CCM search is not sufficient. Please provide register of members, register of directors, all returns of allotment, …

Minority shareholders holding less than 50% of the voting shares in a company have certain rights provided under the Companies Act 2016 including the following rights: Shareholding of at least 5% Shareholder(s) of a private company representing at least 5% of the total voting rights may block reappointment of the …

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 …