A Nine Figure Deal and One Overlooked Clause
We were appointed Malaysian counsel on a nine-figure M&A transaction. The client was a foreign company, so the foreign counsel took the lead and drafted the agreement. On paper, our scope of work was to advise on compliance with Malaysian laws. But as I reviewed the draft share sale and …
How Founders and Sellers Can Speed Up Their M&A Deals
I once worked on an M&A deal that everyone expected to close fast. It was a limited legal due diligence on a Malaysian target company. It did not have voluminous documents for review. However, what should have been a sprint turned into a slow marathon. It certainly was not because …
Where Company Secretaries Make the Biggest Impact in M&A
At the heart of every legal due diligence for M&A transactions is verification of share ownership. One of the documents requested to verify share ownership is the register of members. It seems like a simple request, yet during some due diligence exercises, I have been provided with the following except …
M&A Tip: Why Sellers Should Provide Share Ownership Documents (Not Just the CCM Search)
One of the biggest sources of delay in Malaysian M&A due diligence is surprisingly simple: Sellers often provide a company search from the Companies Commission of Malaysia (CCM) when what lawyers really need are the statutory share documents. A lawyer conducting proper due diligence will typically request documents such as: Shareholders’ …
Behind the Scenes: What Happens Before You Get Legal Advice
Before you even get legal advice, there’s a lot that happens behind the scenes. I spent more time this week communicating with prospective clients, going through the information they shared and preparing fee proposals than on actual legal work. However, this is often where the work begins. Before I prepare …
Don’t Skip Details in Completion Accounts
Not long ago, I was asked to review a share sale and purchase agreement that used a completion accounts mechanism to determine the final purchase price. What struck me was how many key details about preparing the completion accounts were missing. Those missing details could literally cost millions. It reminded …
A Joint Venture Starts with the Right Questions
People often think the real work begins with the first draft. But for me, it begins with asking questions to uncover what the client truly wants. Occasionally, there are questions that make the client pause and think, “That’s a good point. I haven’t thought of that.” I was recently asked …
What is the most freuquently asked question in cross-border M&A transactions?
As Malaysian counsel, the question I get asked most often is about the transfer of shares. Some real-life examples I encountered recently: Are there registration requirements that must be fulfilled before the transfer is effective? What documents are required to register the change of shareholder in Malaysia? It comes in …
What Founders and Sellers Often Overlook Before an Exit
Most founders or sellers are caught off guard when lawyers ask simple but important questions during legal due diligence: Has the resolution been properly passed / shareholders’ and board approval obtained for a past transaction undertaken by the target company? Was the agreement entered by the target company stamped on …
Foreign Investment Compliance in Malaysia
In Malaysia, some sectors require a minimum level of local ownership. Recently, a foreign investor raised this concern with me, highlighting the importance of addressing ownership rules properly from the outset. Investors sometimes consider arrangements such as trust deeds, call options, or nominee structures for shares in companies to get …