Is there any good reason not to conduct legal due diligence in M&A transactions?
I have read articles and written about why legal due diligence is important for M&A transactions and buyers should not merely rely on sellers’ warranties. I have yet to come across any articles suggesting that there may be valid reasons to skip legal due diligence in M&A transactions. Whenever potential …
Regulatory requirements for M&A in Malaysia
I find one of the most challenging aspects of an M&A transaction in Malaysia is the regulatory regime in which the target company operates. If the target company requires certain licences for its operations or operates within a regulated industry, the M&A process must take into account the relevant regulatory …
Due Diligence: What Are Salient Terms?
In corporate transactions, junior lawyers are often tasked with reviewing contracts and summarising salient terms for inclusion in legal due diligence reports. For those new to legal due diligence, a frequently asked question is, “What do you mean by salient terms?”. Generally, salient terms include information that investors need to …
Deemed knowledge in M&A transactions: How sellers and buyers can protect their interest
In negotiations for M&A transactions, one of the most contentious points is whether the documents disclosed by sellers for due diligence conducted by buyers should be deemed incorporated into disclosure letters. A disclosure letter sets out known issues which amount to inaccuracies or exceptions to the representations and warranties (R&W) …
How sellers qualify representations and warranties (R&W) in M&A transactions
Sellers usually make R&W in sale and purchase agreements (SPA) with respect to the target business/company being sold. The R&W serve as assurances to buyers and allocate risks between buyers and sellers. Sellers typically limit their liabilities in respect of the R&W in the following manner: 1. Use of knowledge …
My Top 10 LinkedIn Posts in 2023
In 2023, I post weekly on LinkedIn, primarily discussing the issues I have encountered in my work as a corporate lawyer in Malaysia. As a corporate lawyer with focus on M&A and equity capital markets transactions, I typically delve into topics within this sphere. I used to find conversations with …
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 …
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 …
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 …
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 …