Don’t follow precedents blindly

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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.


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

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