Don’t follow precedents blindly

Linkedin Post

In M&A transactions, whenever I see the following in a draft transaction document, I guess the person preparing the draft has been copying from precedents without checking:

1. The draft refers to authorised share capital although the concept of authorised share capital for a Malaysian company has been abolished since the Companies Act 2016 came into force on 31 January 2017.

2. The board reserved matters and shareholder reserved matters in draft shareholders’ agreement overlap, which make it difficult or impossible to determine whether certain matter should fall under the list of board reserved matters or shareholder reserved matters.

#malaysiancorporatelawyer
#mergersandacquisitions

This post was first posted on Linkedin on 8 December 2022.

Linkedin Post
Plan the exit before investing as a shareholder

When investing in a company, whether as a founder, co-founder, or strategic investor, most people focus on the business plan, the valuation and the growth potential. One question that is often overlooked: How can a shareholder exit this company, and under what terms?  Share transfers and shareholder exits often happen …

Linkedin Post
Structuring shareholding in companies

Structuring shareholding affects shareholders’ control, rights and exit. The type of shares issued determines: · Who makes decisions · Who gets paid (and when) · Who gets what rights Below is a concise overview of two type of shares and how they serve different purposes: Ordinary Shares The most commonly issued type of …

Linkedin Post
Getting into the details to make a deal work

A big part of my role as a corporate lawyer has been listening to clients explain the commercial terms they want in their deals. The next step is asking the right questions that make those terms work in the real world. Sometimes the parties have a general idea of the …