M&A: Asset sale and purchase

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One of the advantages of asset sale and purchase compared to share sale and purchase is that a buyer gets to choose specifically the assets and liabilities which the buyer wants to acquire while leaving the rest with the selling company.

Depending on the assets being acquired, the transfer of ownership of assets in Malaysia may involve the following:

· novation of contracts from the seller to the buyer

· registration of ownership of vehicles under the buyer’s name with the Road Transport Department Malaysia

· registration of assignment of intellectual property with the Intellectual Property Corporation of Malaysia

· providing in the sale and purchase agreement for title to plant, equipment and machinery to be transferred by delivery to the buyer where registration of ownership with authorities is not required.

If the buyer intends to employ any employee of the business which is being acquired, the buyer should, within 7 days of change of ownership, offer to continue to employ the employee under terms and conditions of employment not less favourable than those under which the employee was employed before the change occurs.

If the buyer does not offer to continue to employ the employee, the previous employer of the employee shall be liable for the payment of all termination benefits payable under the Employment (Termination and Lay-Off Benefits) Regulations 1980.

#malaysiancorporatelawyer
#mergersandacquisitions

This post was first posted on Linkedin on 5 January 2023.

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