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 …
What is a “major shareholder” in the context of related party transactions?
A director asked me about the definition of a “major shareholder” when it comes to related party transactions. I thought I would share my response here. “Major shareholder” means a person who has an interest or interests in one or more voting shares in a corporation and the number or …
Beneficial ownership reporting framework: What does this mean for M&A transactions in Malaysia?
On 1 April 2024, the reporting framework for beneficial ownership of companies came into force in Malaysia through the following: amendment to the Companies Act 2016 (CA 2016) (1) Guidelines for the Reporting Framework for Beneficial Ownership of Companies (BO Guidelines); and (2) case studies issued by the Companies Commission …
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 …
What does ESG mean for public listed companies?
One of the intended outcomes of the Malaysian Code of Corporate Governance (“𝐌𝐂𝐂𝐆”) is for companies to address sustainability risks and opportunities in an integrated and strategic manner to support their long-term strategy and success. To achieve the intended outcome, the MCCG sets out the practices which companies are expected …
Can PLS vary a corporate proposal which has been approved by shareholders?
A client may change its mind at the last minute. Shareholders’ and regulators’ approvals are required for certain corporate proposals by a public company listed on Bursa Malaysia (“𝗣𝗟𝗖”). After all the required approvals have been obtained, the PLC may ask: “Can we do it this way instead?” Sometimes the …
How to facilitate disclosure for PLCs
Disclosure for capital market transactions is time sensitive. Where announcements and circulars are required for certain transactions under the Listing Requirements, public listed companies must ensure these are done in a timely manner, in accordance with the Listing Requirements. For IPO, the deadline for submission of prospectus is determined by, …
ECM lawyer, “What is the first thing you learn?”
We hear it all the time. Lawyers always look for what may go wrong. It’s probably how we are trained. Ask any IPO lawyer or ECM lawyer, “What is the first thing you learn?” The answer is probably something along the following line: All information in prospectus/ circular/ submission to …
M&A transactions involving public listed companies
For those who like adrenaline packed corporate exercises, M&A transactions would be exciting for them. M&A transactions involving public listed companies would probably be even more exciting. If the seller or buyer is a company listed on Bursa Malaysia or a subsidiary of a company listed on Bursa Malaysia, the …
Shareholders loan-foreign exchange rules
It is common for shareholders to provide loan, which is also sometimes called shareholder’s advance, to a company for its funding requirements. The terms of such loan are sometimes set out in shareholders’ agreement. Where the loan is provided by non-resident shareholders, the foreign exchange policy issued by Bank Negara …