Corporate law: More than just business

Lawyering

I decided early in my career that I would not go into practice areas which are more “personal”.

Corporate laws seemed to be a more neutral choice.

I probably got this wrong.

***
One of the transactions I was involved in gave me a different insight. The vendors sold their family business, which is a well-known brand, to another company which is a household name. Although there were higher offers in the past, the vendors waited until they found a buyer which they felt was a good fit for their business. The purchaser and vendors were collaborative and wanted a fair deal for both parties. The vendors were present with their family members at the signing of the SPA. Tears were shed and it was a touching moment.

A signature on the dotted line on the sale and purchase agreement may represent the seller’s lifetime work and something of sentimental value to his/her family. It may represent a start of something exciting for the buyer.

***
As part of legal due diligence, it is common to make recommendations in legal due diligence reports to rectify issues discovered during legal due diligence such as to amend employment contracts of target companies to comply with employment laws. While the recommendation is made from a legal perspective, it touches on the employees of the target companies.

***
I do not know of any lawyer who likes to extract information from stacks of company searches to draft direct and indirect shareholding in prospectus for IPO until early hours in the morning.

It is often a race against time. We want to help the companies to submit their applications before the deadlines and ensure the prospectus meets the disclosure standard under the laws.

Behind every IPO there is a story of how the promoters built their businesses and the sweat and toil they put in.

***
It may be company laws or securities laws or something else, but it still involves people.

It is more than just business.

#malaysiancorporatelawyer
#mergersandacquisitions
#IPOs

This post was first posted on Linkedin on 17 November 2022.

Linkedin Post
M&A: What you need to consider for sale and purchase agreement

Before diving headlong into drafting the sale and purchase agreement for an M&A transaction, take some time to understand the business of the target company and the regulatory framework in which it operates. Consider the following: 1. 𝗕𝘂𝘀𝗶𝗻𝗲𝘀𝘀 𝗔𝗰𝘁𝗶𝘃𝗶𝘁𝗶𝗲𝘀: What are the business activities of the target company? What products or …

Linkedin Post
Five key steps for legal due diligence

Most lawyers are good at identifying issues, but legal due diligence shouldn’t be limited to merely reviewing documents and identifying issues. Here are my five steps for conducting legal due diligence: 1. Identify the issues based on the scope of legal due diligence as agreed with the clients. 2. Provide recommendations …

Linkedin Post
Begin with the end in mind: Post-completion integration

I once worked on an M&A deal that took more than a year to complete. While the deal was not inherently complex, it dragged on due to delays in finalizing the details of the transaction agreements for reason beyond my control. As the deal involved a larger corporation acquiring a …